These Platform Terms of Service are integrated to and incorporated by reference to the Master Services Agreement, by and between Zolley, LLC (“Company”) and the Platform User (“Client”).
As part of the services provided, Client will receive access to the Zolley Platform, (the “Platform”) our preferred application, designed to centralize and streamline key business operations. This software is an essential component of the service, offering a wide range of features tailored to enhance customer engagement, simplify communication, and optimize marketing efforts. While the Zolley Platform includes a comprehensive suite of services, your specific level of subscription will determine which features you have access to. This platform ensures you have the tools necessary to manage your business effectively and maximize results, within the scope of your subscription.
THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION CLAUSE AND A CLASS ACTION WAIVER THAT WAIVES CLIENT’S RIGHT TO PARTICIPATE IN A CLASS ACTION. CLIENT MUST REVIEW THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE DISPUTE RESOLUTION SECTION BELOW, BEFORE USING THE PLATFORM.
THESE TERMS OF SERVICE GOVERN CLIENT’S SUBSCRIPTION TO AND USE OF THE PLATFORM AND SERVICES. PLEASE READ THESE TERMS OF SERVICE CAREFULLY. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN. BY COMPLETING THE REGISTRATION PROCESS, CREATING AN ACCOUNT OR ACCESSING OR USING ANY OF THE PLATFORM AND/OR SERVICES, CLIENT REPRESENTS THAT (1) CLIENT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY THESE TERMS OF SERVICE, (2) CLIENT IS OF LEGAL AGE TO FORM A BINDING CONTRACT WITH COMPANY, (3) THE INFORMATION CLIENT PROVIDED IN CONNECTION WITH CLIENT’S REGISTRATION FOR THE PLATFORM/SERVICES IS TRUE, ACCURATE AND COMPLETE, AND (4) CLIENT HAS THE AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE BUSINESS ENTITY CLIENT HAS NAMED AS THE USER, AND TO BIND THAT BUSINESS ENTITY TO THE AGREEMENT. CERTAIN PORTIONS OF THE PLATFORM MAY BE SUBJECT TO “OPEN SOURCE” OR “FREE SOFTWARE LICENSES”. SUCH COMPONENTS WILL BE GOVERNED BY THE TERMS OF THEIR RESPECTIVE TERMS OF USE AND NOT BY THESE TERMS.
ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH OUR PRIVACY POLICY, DATA PROCESSING AGREEMENT, MASTER SERVICE AGREEMENT AND SCOPE OF WORK (WHEREVER APPLICABLE) (COLLECTIVELY THE “CONTRACT DOCUMENTS”), BECOME A BINDING LEGAL COMMITMENT BETWEEN CLIENT (OR THE BUSINESS ENTITY THAT CLIENT REPRESENTS) AND ZOLLEY, LLC. AND ITS RESPECTIVE OFFICERS, DIRECTORS, BUSINESS AFFILIATES, SUCCESSORS AND ASSIGNS (HEREINAFTER REFERRED TO AS “ZOLLEY,” “WE” OR “US”) AND WILL GOVERN CLIENT’S ACCESS TO AND USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH COMPANY RELATED TO THE PLATFORM.
Company reserves the right to make changes to these Terms at any time. All changes are effective immediately when posted. Client’s continued use of the Platform following the posting of any revised Terms constitutes Client’s acceptance and agreement to the updated Terms.
Company is only providing the Platform for Client’s business use without any promise of exclusivity. Company’s customers, users, entrepreneurs, affiliate marketers, experts, and partners are not Company’s employees, contractors, or representatives. Company is not responsible for any interactions between Client and Client’s customers, other than providing access to the Platform. Company is in no way liable for any disputes, claims, losses, injuries, or damages arising from Client’s relationship with Client’s customers, including their reliance upon any information or content Client provides. Client agrees and acknowledges that Client is responsible for implementing Client’s own terms of service to govern the relationship between Client and Client’s customers.
Client should consult a lawyer for legal advice to ensure Client’s use of the Platform complies with these Terms and applicable law.
1. Use of Platform
1.1. Restrictions. Client must be at least 18 years old to use the Platform. By accepting these Terms, creating a Platform Account, or using the Platform, Client represents that Client is at least 18 years old. Client may not use the Platform or the Services if Client is an employee, partner, or director of Platform Competitors or intends to gain access to the Platform in order to compete with the Platform.
1.2 Platform Account Ownership. Client’s use of the Platform is conditioned on Client’s provision of complete, current, and accurate information when registering for a Platform Account. The Platform is intended for business use or in connection with an individual’s trade, craft, or profession. As the individual who accepts these Terms, Client is the owner of the Platform Account unless Client is acting on behalf of a business entity, in which case, the business entity is the owner of the Platform Account. If Client accepts these Terms on behalf of a business entity, Client represents and warrants that Client has the authority to bind the business entity to these terms. If multiple parties claim to be the “owner” of a particular Platform account, Company will deem the owner to be the person who can demonstrate their ownership (in whole or in part) of the underlying business entity for which the Platform Account was created by providing government-issued documentation of such ownership. If Company is unable to determine the rightful owner of the Platform Account, Company reserves the right to suspend or terminate the Platform Account until the disputing parties have mutually agreed on ownership or until a court has ordered Company to grant access to a specific individual.
1.3 Intended Use. Client and Client’s customers may use the Platform only as intended for lawful purposes and in accordance with these Terms. Client agrees that Client and Client’s employees will not use the Platform in any way that violates any applicable law or regulation or engage in any Prohibited Uses. In addition, Client represents and warrants that: (i) Client and Client’s employees will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms; (ii) Client is fully responsible for Client’s actions and the actions of Client’s employees, agents, and customers who may use the Platform; (iii) Client is fully responsible for the use of the Platform; (iv) Client, Client’s employees and agents will not misrepresent the Platform or the Services; (v) Client will ensure that Client’s employees with access to the Platform Account are bound by these Terms, and Client will require that Client’s employees accept terms at least as restrictive as these Terms; (vii) Client and Client’s employees will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers; and (viii) Client will not give access to the Platform or Services to a direct Competitor of Company, (ix) Client will not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to uncover or discover the source code, object code or underlying structure, ideas, know-how or algorithms; (x) Client will not modify, translate, or create derivative works based on the Platform (except to the extent expressly permitted by us); and (xi) Client will not remove any proprietary notices or labels
1.4 Compliance: Client will be solely responsible for its own use of the Platform and Services, including (a) the quality and integrity of any data and other information, including Information, made available to us by or for Client through the use of the Platform, (b) securing and maintaining proper insurance as required, and (c) compliance with all applicable laws and regulations including but not limited to HIPAA and other data privacy laws. Company is not responsible for Client’s compliance with laws and does not represent that Client’s use of the Platform will comply with any laws, including but not limited to HIPAA, PCI, Gramm-Leach-Bliley Act, and other similar laws and regulation.
1.5 Privacy. By using the Platform and providing Information on or through the Platform, Client consents to Company’s use and disclosure of the Information in accordance with the Privacy Policy available here and incorporated herein by reference. Client agrees that Company has no responsibility or liability for the deletion or failure to store any Information or content maintained or transmitted on or through the Platform. Client must obtain consent from Client’s customers, affirmatively acknowledging that Client’s customers agree to be bound by Client’s privacy policy. Client represents and warrants that Client has provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide Client’s customers’ data to us for use and disclosure in accordance with these Terms and our Privacy Policy.
Client may not use, resell, authorize or permit anyone to use, or license or make available data Client obtains from People Data Labs, for any purposes prohibited in the People Data Labs Acceptable Data Use Policy posted here https://privacy.peopledatalabs.com/policies?name=acceptable-data-use-policy. Client further agrees to comply with applicable law when collecting personal data that will be sent to People Data Labs.
1.6 Login Credentials. Client is responsible for maintaining the confidentiality of its own Login Credentials. Client is responsible for all uses of its Platform Account and Login Credentials, whether or not authorized by Client. Client agrees to notify Company immediately of any unauthorized access to or use of Client’s Platform Account or Login Credentials or any other breach of security. Company reserves the right to disable Client’s Login Credentials at any time in its sole discretion for any or no reason, including if, in Company’s opinion, Client has violated any provision of these Terms. Platform Accounts are non-transferable. Client is obligated to take preventative measures to prohibit unauthorized users from accessing Client’s Platform Account with Client’s Login Credentials. Client gives consent to Company to access and monitor Client’s Platform Account and Client’s customer’s accounts for support and security purposes, and/or to perform its obligations under these Terms or to enforce these Terms.
1.7 Use of Communication Services. The Platform may include certain communications features such as SMS, MMS, email, voice call capabilities and other methods. Separate Communication Surcharges for these services may apply and will be charged to Client’s invoice. If Client uses these features, Client agrees that Client is exclusively responsible for all communications sent using the Platform, including compliance with all laws governing those communications including but not limited to the Telephone Consumer Protection Act (“TCPA”), the Do Not Call Registry Rules and the CAN-SPAM Act. Client represents and warrants that Client understands and will comply with those laws. Company is not responsible for Client’s compliance with laws and does not represent that Client’s use of the Platform will comply with any laws. Company is a technology platform communication service application provider ONLY. Company does not originate, send, or deliver any communications to any recipient via SMS, MMS, email, or other communication method. Client controls the message, timing, sending, fraud prevention, and call blocking. All communications, whether SMS, MMS, email or otherwise, are created by and initiated by Client, whether generated by Client or sent automatically via the Platform at Client’s direction. Communication Surcharges are subject to the Leadconnector Terms of Service.
1.8 Third Party Services. Client may choose to access certain Third-Party Services through the Platform. Client is responsible for enabling and managing the integration of each Third-Party Service. Client acknowledges that by purchasing or integrating Third Party Services through the Platform, Client grants permission to Company to share Client’s data with the Third-Party Services providers in order to facilitate the integration and use of the Third Party Services through the Platform. Client also represents and warrants that Client has the appropriate consents for importing any data (including data of Client’s customers) that Client requests Company to import from other Third-Party Services and/or are the rightful owner of such data. Company is not responsible for, and Company hereby disclaims any liability for, any act or omission of any Third-Party Services provider or the operation of any Third-Party Services, including access to, modification of, or deletion of data, regardless of whether Company endorses, approves, promotes, or supports any such Third-Party Services. Client hereby irrevocably waive any claim against Company with respect to the content or operation of any Third-Party Services. Client’s use of the Third-Party Services is governed by Client’s agreement with such Third Party, including any supplemental policies imposed by the Third Party. Client is solely responsible for reviewing and complying with any terms of use, privacy policies or other terms governing Client’s use of these Third-Party Services, which Client uses at Client’s own risk. Company disclaims all liability related to outages or downtime of Third Party Services.
Company does not guarantee the interoperation, integration, or support of any Third-Party Services nor give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality, or authenticity of content, information, or services provided by those Third-Party Services. Company may, at any time, in its sole discretion, modify the Platform or Services, which may impact interoperation, integration, or support of Third-Party Services.
If Client elects to pause or delete some or all of Client’s Platform Account, certain features, functionality, or Services, including Third Party Services (such as phone numbers or email services), may not be recoverable or retrievable upon reactivation. If Client pauses some or all of the Platform Account for more than thirty (30) days, and Company is still incurring costs on Client’s behalf related to Third Party Services (such as the costs of securing a particular phone number on Client’s behalf), Company reserves the right to release the phone number or delete some or all of Client’s Platform Account in its sole discretion, without liability to Client.
1.9 Third Party Content. The Platform may include Third Party Content. Client’s use of Third Party Content is entirely at Client’s own risk and discretion. All statements and opinions expressed in Third Party Content are solely the opinions and the responsibility of the third party and do not necessarily reflect the opinion of the Company. Company is not responsible for Third Party Content and makes no endorsements, representations or warranties and assumes no liability, obligation or responsibility for Third Party Content. Client is responsible for ensuring that Client’s engagement or transactions with Third Party Content is in compliance with these Terms and any applicable laws.
1.10 Excessive Use Restrictions; Trials. Company provides access to the Platform on a tiered-pricing basis, and some tiers can process more data with less impact on performance. We have no liability for the effect that Client’s excessive data use may have on performance. If, in Company’s sole discretion, we determine that Client’s data use is excessive, abusive, or has a negative effect on the Platform in anyway, we may (1) require that Client upgrade Client’s Services in order to continue Client’s activity levels if Client’s data use exceeds the intended use of Client’s existing Platform tier or if Company’s operational costs to support Client’s Platform usage exceeds the subscription price; (2) suspend or terminate Client’s use of the Platform or Services, and/or (3) reduce the amount of data Client are able to use.
Trial periods are not intended to be used consecutively. If we discover that Client is doing back-to-back trials to avoid paying a subscription fee, then, without prejudice to any other remedies available under law, Company reserves the right to suspend or terminate Client’s use of the Platform or Services and further ban Client from using the Platform or Services in Company’s sole discretion.
1.11 Platform Updates. Company reserves the right to make updates or changes to the Platform at any time, including changes that may affect the previous mode of operation of the Platform. Client agrees that Client’s use of the Platform or purchase of Services is not contingent on Company’s future delivery or release of any functionality or feature, including but not limited to the continuation of a certain Service or any Third-party Service.
1.12 International Use. If Client is in an embargoed country or is a sanctioned person or entity, Client is prohibited from using the Platform. Company makes no representation that materials on the Platform are appropriate or available for use in locations outside the United States. Those who choose to access the Platform from other locations do so on their own initiative and at their own risk. If Client chooses to access the Platform from outside the United States, Client is responsible for compliance with local laws in Client’s jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Client agrees to comply with all economic sanctions and export control laws, rules and regulations, including without limitation the regulations promulgated by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and the U.S. Department of the Treasury’s Office of Foreign Assets Control (collectively,“Export Control Laws”). By using the Platform, Client agrees not to use, export, import, sell, release, or transfer the Platform, the Services, or any software or technology that supports the Platform or Client’s content, or the Platform Content violating any such Export Control Laws. Specifically, and without limitation, the Platform, the Services, or any software or technology that supports the Platform, or Client’s content, or Platform Content may not be exported, transferred, or released, or provide access (a) into any U.S. embargoed countries (including, without limitation Cuba, Iran, North Korea, Syria and the Crimea, Donetsk, and Luhansk regions, Russia and Belarus (a“Prohibited Jurisdiction”); or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or any other applicable restricted party lists.
Client represents, warrants and covenants that (i) Client is not named on, or owned or controlled by any party named on, any U.S. government’s (or other government’s or international body’s) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) Client is not a national of, located in, or an entity (or a director/employee/agent/representative of such entity) registered in, any Prohibited Jurisdiction, or an entity that is or has been greater than 50% owned or controlled by any person or persons described in Clause (i) or (ii) and are not Military End Users and will not put Company or the Platform to a Military End Use, as defined in 15 C.F.R. 744.21, (iii) Client will not access or use the Platform and/or Service or provide any services to any person(s) in violation of any Export Control Laws, (iv) no user data created or submitted by Client is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws, and (v) Client shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which Client is located. Client further agrees that it will not use the Platform and/or Services to disclose, transfer, download, export or re-export, directly or indirectly, any of Client’s user data or Client’s content to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other laws or regulations to which Client may be subject. Client acknowledges that the Platform and/or Service and other software may not be available in all jurisdictions and that Client is solely responsible for complying with the Export Control Laws. Any offer for any product, Services, and/or information made in connection with the Platform is void where prohibited. We reserve the right to terminate access to any Platform Account that we determine to be a prohibited end-user or engaging in prohibited end-use, without any liability to such user.
1.13 Artificial Intelligence Acceptable Use policy: Before using Artificial Intelligence (“AI”) features of the Platform, Client must ensure that Client is in a jurisdiction that allows AI usage. If Client elects to use any AI-based features of the Platform, Client is responsible for ensuring that it is using our AI-based features in compliance with our Artificial Intelligence Acceptable Use policy which is attached hereto as Exhibit B.
1.14 Domain Names. If Client uses the Platform to purchase a domain name, Company will purchase it on Client’s behalf, and Company will be the listed registrant. Client must use the domain name in compliance with these Terms. If requested by Client in writing, Company will transfer the domain name to Client. A transfer fee may apply. Client agrees to indemnify and hold Company harmless from any claim or demand, including reasonable attorneys’ fees, arising from Client’s use of such domain, including any breach of these Terms and any violations of applicable laws as it pertains to use of the domain name.
1.16 Bug Bounty Program. Company does not have a bug bounty program and does not pay bug bounties. Company prohibits any third party access to the Platform or any Company systems or networks, including any network penetration testing, security assessment or probing, except as expressly permitted by these Terms or as agreed to by Company in a separate written agreement.
1.18 Ecommerce Products and Services. Client is solely responsible for the Materials that it may sell through the Platform and/or Services (including description, price, fees, tax that Client calculates, defects, required legal disclosures, regulatory compliance, offers or promotional content), including compliance with any applicable laws or regulations. Client acknowledges and agrees to provide public-facing contact information, a refund policy and order fulfillment timelines on Client’s store using the Platform. Company does not provide refunds to Client’s customers. Company does not pre-screen Materials, and it is in our sole discretion to refuse or remove any Materials from any part of the Platform, including if Company determines in its sole discretion that the Materials that Client offers through the Platform, or the Materials uploaded or posted to the Platform, violate our Code of Conduct or these Terms. Client agrees that Company can, at any time, review and delete any or all of the Materials submitted to the Platform and/or Services, although Company is not obligated to do so. Client acknowledges and agrees that the Platform and/or Services are not a marketplace, and any contract of sale made through the Platform and/or Services is directly between Client and the customer. Client is the seller of record for all items it sells through the Platform and/or Services. Client is responsible for the creation and operation of its store, its Materials, the goods and services that it may sell through the Platform and/or Services, and all aspects of the transactions between Client and its customer(s). This includes, but is not limited to, authorizing the charge to the customer in respect of the customer’s purchase, refunds, returns, fulfilling any sales or customer service, fraudulent transactions, required legal disclosures, regulatory compliance, alleged or actual violation of applicable laws (including but not limited to consumer protection laws in any jurisdiction where Client offers products or services for sale), or Client’s breach of these Terms. Client represents and warrants that its store, its Materials and the goods and services it sells through the Platform and/or Services will be true, accurate, and complete, and will not violate any applicable laws, regulations or rights of third parties. For the avoidance of doubt, Company will not be the seller or merchant of record and will have no responsibility for Client’s store or items sold to customers through the Platform and/or Services. Company reserves the right to provide our Services and/or Platform to Client’s competitors and make no promise of exclusivity. Client further acknowledges and agrees that Company employees and contractors may also be Company customers or merchants and that they may compete with Client. Company is not responsible for damages or lawsuits that arise if Client breaks the law, breaches this agreement or goes against the rights of a third party. Client needs to ensure that the terms & conditions applicable to Client’s transactions with Client’s customers do not conflict with these Terms.
2. Code of Conduct. You represent and warrant that, when using the Platform, you will comply with the Code of Conduct set forth in Exhibit A. Company reserves the right to seek all remedies available to it in the event that You violate this Agreement, including the Code of Conduct, up to and including termination of your Platform Account.
3. Payment
3.1 Fees and Auto-Renewal. Client agrees to provide us with accurate and complete billing information (name, address, credit card information, and phone number) and notify us within 10 days of any changes. Client’s use of the Platform is subject to the timely payment of Client’s Fees. Fees may include, but are not limited to: subscription fees, Communication Surcharges, add-on service fees, or other usage-based or subscription-based Fees offered by Company as incurred by Client and Client’s customers. Fee rates and amounts may change from time to time. Fees for subscription services will be billed in advance of Services on a monthly or annual basis, depending on Client’s subscription plan. Usage-based fees, including but not limited to Communications Surcharges, are calculated based on usage and will be billed monthly as separate line items on Client’s invoice. We will automatically charge the card on file when Client’s Fees become due.
3.2 Wallets and Rebilling. Client’s Platform Account contains a “wallet” where Client can pre-load funds to purchase Services through the Platform. If Client uses the wallet feature, Client provides Client’s consent for Company to deduct amounts from the wallet to cover any Fees due at such time. In the event that the Client has a negative wallet balance, we will automatically charge the credit card we have on file to cover the negative balance and add funds to avoid any overdrafts. Client provides consent for Company to charge Client’s credit card to avoid any overdrafts.
3.3 Late Payments and Payment Disputes. If, for any reason, Client’s credit card company declines or otherwise refuses to pay the amount owed for the Services Client has purchased, we will re-attempt to charge the card on file for a period of 7 business days. If, after re-attempting to charge Client’s card, we are still unable to process the transaction, Client’s Platform Account may be force-canceled for non-payment in Company’s sole discretion. Additionally, we may require Client to pay any overdue Fees and other amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, Client agrees to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses. In the event that Client disputes any charges on Client’s invoice, Client must notify us in writing within thirty (30) days of the invoice date. Client must pay all invoiced Fees and charges while the dispute is pending or Client waives the right to pursue the dispute. Where Client is disputing any Fees or charges, Client must act reasonably and in good faith and cooperate diligently with us to resolve the dispute. All Company determinations regarding Client’s obligation to pay invoiced Fees and charges are final.
3.4 Cancellations. Client may cancel their subscription through Client’s Platform Account, by submitting a support ticket, or by calling our support team at (888) 503-3750 (Toll free). Client is solely responsible for the cancellation of Services associated with its account, and, subject to other provisions of these Terms, Client will be responsible for all Fees incurred until such cancellation occurs. No refunds will be provided for Client’s failure to properly cancel the Services associated with its account.
3.6 Refunds
3.6.1 Nonrefundable Fees. All Fees assessed by Company are non-refundable, including subscription Fees, Communication Surcharges, and Company’s resale of Third Party Services, regardless of whether Client actually accessed or used the Platform Account or Services during Client’s subscription period. Client is solely responsible for any excess Fees incurred as a result of an error or omission made by Client or a third party. Company does not provide Fee refunds or credits for such errors or omissions, or for partially used or unused Platform or Services subscriptions. Except as may be required by law, Company reserves the right to issue or deny a refund or credit in its sole and absolute discretion, at any time, for any reason, and Company’s determination of if and when to issue or deny a refund or credit is final.
3.6.2 Pre-paid and Minimum Commitment Subscriptions. Company resells some Services and Third Party Services that require pre-payment (including but not limited to ad-buying and other services). Unused or cancelled pre-paid services are non-refundable. Company may, in its sole discretion, issue account credits for future services in the event that Client elects to cancel any pre-paid services before the services are fully performed. Some subscriptions for Services require a non-cancellable minimum subscription commitment which cannot be canceled until the commitment is fulfilled. Fees for such non-cancellable minimum subscription commitments will continue to be automatically applied to Client’s bill until the minimum commitment has been achieved. Some add-on services or products cannot be canceled or refunded once Company has technically enabled such products and/or services on Client’s Platform Account, including but not limited to the HIPAA package.
3.6.3 Wallet Credit Refunds. When Client’s Services are canceled, terminated or expired, it is Client’s sole obligation to request Company to refund any amounts remaining in Client’s account’s “wallet”. Any amounts remaining in the “wallet” for over thirty (30) days after expiration, termination or cancellation of Client’s Platform Account, will automatically become the property of the Company.
3.7 Taxes and Government Assessments. All Fees are exclusive of any sales, VAT, GST and use taxes, levies, fees, duties, interest, penalties and other governmental assessments (“Taxes”) unless mentioned otherwise in these Terms. Business entities with a valid VAT or GST identification number should provide Company with their VAT or GST identification number. Client hereby confirms that Company can rely on the VAT or GST number provided. Where applicable by law, Company will shift the liability to pay VAT/GST on the Fees to Client due to the application of a VAT/GST reverse charge mechanism. Client is exclusively responsible for Taxes associated with Client’s use of the Platform, including all Taxes associated with transactions Client conducts with Client’s customers. Company may collect Taxes from Client as part of the Fees as legally required or as Company deems appropriate, and all Company determinations regarding what Taxes to collect are final. Failure to provide Company with a valid VAT or GST identification number may result in VAT or GST being assessed by Company. If Client provides a valid VAT or GST identification number after a Fee has been paid, the VAT and GST taxes charged will not be refunded .Company may recalculate and collect additional Taxes from Client if it determines at any point that they are due. Client will indemnify Company for all Claims related to Taxes that are associated with Client’s activities on the Platform, including any Taxes related to Client’s transactions with Client’s customers as further described above. Taxes are nonrefundable. Client hereby confirms that Company can rely on the name and address that Client provided to Company when Client agreed to the Fees or in connection with Client’s payment method as being the place of supply for Tax purposes or as being the place of supply for VAT purposes where Client has established Client’s business. Without limiting the generality of this Section 3.7, if any amount payable by Client to Company is subject to any withholding or similar taxes, Client shall pay for all withholding taxes without any reduction in the Fees and Taxes charged above..
4. Affiliate Program. Company offers an Affiliate Program under which commissions can be earned for referring new customers to Company. Client’s participation in the Affiliate Program is subject to Company’s approval and Client’s acceptance of the Affiliate Agreement is incorporated herein by reference. Client must establish a payment account linked to Client’s Company account in order to earn and receive commission payouts. Commissions may be forfeited if Company is unable to submit payment to Client’s payment account for any reason. Employees of Company are not eligible to participate in the Affiliate Program or earn commissions for at least six (6) months after termination of their employment with Company.
5. Intellectual Property
5.1 Platform Content. The Platform and Platform Content are the property of Company or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below. Company grants Client a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform for the purpose of making the Platform available to Client and Client’s customers. Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of Company is strictly prohibited.
5.2 Company Marks and Advertisements. Company’s name, logo, or Marks (including but not limited to Zolley, Zolley App, Zolley Data, Zolley Marketing, Zolley Digital Marketing or Zolley, LLC) are trademarks and service marks of Company and may not be used without advance written permission of Company, including but not limited to as part of any company name or domain name or in connection with any product or service that is not provided by Company, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents Company. Client may not remove any Company Marks, name or logo or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform or Platform Content. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. Third-party websites may feature Company Marks, with or without authorization, and such usage of Company Marks does not constitute or imply any approval, sponsorship, or endorsement by Company. Client will not (i) make any unauthorized representations, warranties or false, misleading or deceptive statements regarding Company, its Platform and Services (ii) include Company or any of its Services or the Platform in any of Client’s comparative and/or marketing advertisements.
5.3 User Contributions. User Contributions are considered non-confidential and non-proprietary. Client grants Company, our service providers and each of their licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose User Contributions to third parties for the sole purpose of fulfilling Company’s obligations under these Terms. Company is not responsible or liable to any third party for the content or accuracy of any User Contributions, nor do we endorse the User Contribution of third parties. Company is not responsible for any failure or delay in removing User Contributions that violate the Terms. Company reserves the right to delete or otherwise remove any User Contributions we deem to be in violation of these Terms, with or without notice, at any time, for any reason. Client represents and warrants that: (i) Client owns or controls all rights in and to the User Contributions and has the right to grant the license granted above; (ii) All of Client’s User Contributions comply with these Terms; and (iii) Client understands and acknowledges that it is responsible for the legality, reliability, accuracy and appropriateness of its User Contribution.
5.4 Prohibited User Contributions. Client is prohibited from posting User Contributions on the Platform that: (i) Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content; (ii) Victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark, trade secret, copyright, right of publicity, or other proprietary or intellectual property right of any party; or (iv) Breach the security of, compromise or otherwise allow access to secured, protected or inaccessible areas of the Platform, or attempt to gain access to other networks or servers via Client’s Platform Account.
5.5 Feedback. If Client provides Feedback, Client agrees and acknowledges that Client’s submission of Feedback is voluntary, non-confidential, and gratuitous, and Company and its affiliates have no obligation to use the Feedback. Client grants Company and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Feedback Client submits to Company without restrictions or payment or other consideration of any kind, or permission or notification to Client or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Feedback, and all rights therein, in the name of Company or its designees throughout the universe in perpetuity in any and all media now or hereafter known.
5.6 Feedback Waiver. Client hereby irrevocably release and forever discharge Company from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which Client now have or hereafter can, shall or may have against Company with respect to the Feedback, including without limitation how Company directly or indirectly uses the Feedback. Client agrees that it is responsible for the content of the Feedback and further agrees (at Company’s option and at Client’s sole expense) to defend, indemnify, and hold Company harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys’ fees, which Company may incur as a result of use of the Feedback in accordance with these Terms.
5.7 Copyright; Digital Millennium Copyright Act. Company is an online service provider and is afforded safe harbor from copyright infringement liability under the Digital Millennium Copyright Act under 17 U.S.C. § 512. If Client believes that its copyrights have been infringed by a Company user, or that Client’s intellectual property rights have been otherwise violated by a user of our Platform, Client should notify us of its infringement claim in accordance with the procedure set forth below. Client may submit a DMCA Takedown Request. If Client includes any personally identifiable information in its DMCA Takedown Request or Counter-Notice, Client consents to the disclosure of that personally identifiable information when providing a copy of the Takedown Notice of Counter-Notice to the intended recipient and/or their representatives.
Upon receipt of a fully compliant DMCA Takedown Request, Company will notify and provide a copy of the DMCA Takedown Request to the alleged infringer. Company will make reasonable efforts to remove the allegedly infringing content in a reasonable amount of time after receipt of the fully compliant DMCA Takedown Request.
To be effective, the notification must be in writing and contain the information below. DMCA Takedown Requests or Counter-Notices that do not comply with the following requirements will be rejected and not processed:
For DMCA Takedown Requests:
– an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
– a description of the copyrighted work or other intellectual property that Client claims has been infringed;
– a description of where the material that Client claims is infringing is located on the Platform, with enough detail that we may locate it;
– Client’s address, telephone number, and email address;
– a statement by Client that Client has a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
– a statement by Client, made under penalty of perjury, that the above information in Client’s notice is accurate and that Client is the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
For Counter-Notices:
– Client’s physical or electronic signature;
– identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
– a statement that Client have a good-faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
– Client’s name, address, telephone number, and email address, and a statement that Client will accept service of process from the person who provided notification of the alleged infringement.
5.8 Copyright. The Platform is a registered work under the United States Copyright Act, Registration Number TXu 2-435-865 with an effective date of registration of June 19, 2024.
5.9 Patents Pending. Certain features provided in the Platform are covered by the following U.S. Patent Applications filed with the United States Patent and Trademark Office:
– App. Ser. No. 18/322, 978 filed on May 24, 2023;
– App. Ser. No. 18/341,261 filed on June 26, 2023;
– App. Ser. No. 18/457,510 filed on August 29, 2023;
– App. Ser. No. 18/460, 891 filed on September 05, 2023; Patent No. U.S. 12,010, 184 B1 Granted on June 11, 2024; Continuation 18/651,892 filed May 1, 2024
– App. Ser. No. 18/469,702 filed on September 19, 2023;
– App. Ser. No. 18/470’799 filed on September 20, 2023.
– App. Ser. No. 18/508,729 filed on November 14, 2023
– App Ser. No. 18/515,750 filed on November 21, 2023;
– App. Ser. No. 18/762,873 filed on July 3, 2024
– App. Ser. No. 18/749,809 filed on June 21, 2024
5.10 Usage Data. Company may access, collect, analyze, and use the data, information, or insights generated or derived from the provision, use and performance of the Platform, the Service and related software, programs, and technologies (“Usage Data”) in accordance with our Privacy Policy. Company owns all such Usage Data. If Company desires to disclose any Usage Data, then Company will anonymize all Usage Data in such disclosure and disclose such Usage Data in aggregate form only in a manner that does not identify Client or its customers and would not permit a third party to identify Client or its customers.
6. Disclaimers
Company makes no guarantees that Client’s business will be profitable and that Client will make money using the Platform or the Services. Except as otherwise set forth in these Terms, Company is not providing any business opportunities with use of the Platform and/or Service.
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. CLIENT’S USE OF THE PLATFORM IS AT CLIENT’S OWN DISCRETION AND RISK AND WITH CLIENT’S AGREEMENT THAT CLIENT WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO CLIENT’S COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES. CLIENT AGREES THAT COMPANY HAS NO RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY INFORMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PLATFORM WILL MEET CLIENT’S REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, (D) CERTAIN FEATURES WILL BE ADDED TO THE PLATFORM, OR (E) THE QUALITY OF THE PLATFORM WILL MEET CLIENT’S EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
CLIENT ACKNOWLEDGES THAT THE INTERNET AND TELECOMMUNICATIONS PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, CLIENT AGREES THAT COMPANY IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF CLIENT’S DATA WHILE IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.
COMPANY MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE PLATFORM, AND CLIENT UNDERSTANDS AND AGREES THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT CLIENT’S OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR WITHOUT NOTICE TO CLIENT. WE SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTY SHOULD WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO, CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CLIENT. PLEASE CONSULT THE LAWS IN CLIENT’S JURISDICTION.
BETA PRODUCTS OR EARLY RELEASE PRODUCTS. FROM TIME TO TIME, CLIENT MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH COMPANY WHERE CLIENT GETS TO USE EARLY RELEASE OR BETA PRODUCTS, FEATURES OR DOCUMENTATION (COLLECTIVELY, “BETA PRODUCTS”) OFFERED BY COMPANY. THE BETA PRODUCTS ARE NOT GENERALLY AVAILABLE AND ARE PROVIDED “AS IS” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER. COMPANY DOES NOT PROVIDE ANY INDEMNITIES, SERVICE LEVEL COMMITMENTS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION THERETO. CLIENT OR COMPANY MAY TERMINATE CLIENT’S ACCESS TO THE BETA PRODUCTS AT ANY TIME.
7. Limitation of Liability, Indemnification, and Mitigation
Client’s exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and Client’s use of the Platform or the Services shall be limited to the amount Client paid us for Services purchased on the Platform during the three (3) month period before the act giving rise to the liability, provided however, this limitation will not apply to Client if Client only use the free Services, and in this case, if Company determines to have any liability to Client or any third party arising from Client’s use of the free Services, then Company’s aggregate liability will be limited to one hundred U.S. dollars.
IN NO EVENT SHALL COMPANY BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE PLATFORM.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO CLIENT. PLEASE CONSULT THE LAWS IN CLIENT’S JURISDICTION.
Client agrees to defend, indemnify, and hold Company harmless against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with Client’s use of the Platform (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by Client, Client’s employees, agents, or customers; (b) any breach of or default under these Terms by Client, Client’s employees, agents, or customers; (c) the wrongful use or possession of any Company property by Client, Client’s employees, agents, or customers; (d) any negligence, gross negligence or willful misconduct by Client or Client’s employees, agents, or customers; (e) misrepresentations by Client, Client’s employees, agents, or customers (f) violation(s) of applicable law by Client, Client’s employees, agents, or customers, (g) Client’s actions and the actions of Client’s employees, agents, or customers; (h) the acts or omissions of Client, Client’s employees, agents, or customers in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) Client and other users (2) Client and Client’s client(s) and/or (3) Client’s customers.
If the Platform is found to violate any third-party intellectual property right, at our option we may: (a) obtain the right for Client to continue to use the Platform as contemplated by these Terms; (b) modify or replace the Platform, in whole or in part, to seek to make the Platform non-infringing; or (c) require Client to immediately cease any use of the Platform.
8. Limitation On Time to File Claims
ANY CAUSE OF ACTION OR CLAIM CLIENT MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3) MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS OF WHEN CLIENT KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
9. Injunctive Relief
Client agrees that a breach of these Terms will cause irreparable injury to Company for which monetary damages would not be an adequate remedy, and Company shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.
10. Waiver And Severability
No waiver by Company of a term or condition set forth in these Terms shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.
11. Change of Control
Company may assign its rights under these Terms at any time, without notice to Client. Client may not assign Client’s rights under these Terms without Company’s prior written consent which may be withheld at Company’s sole discretion.
12. Entire Agreement
Except as noted below, these Terms constitute the sole and entire agreement between Client and Company with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms may not be altered, supplemented, or amended by the use of any other document(s) unless such document is signed by an authorized representative of Company.
Company may enter into a separate agreement with Client. The terms of any separate agreement between Client and Company will be considered a part of Client’s entire agreement with Company. To the extent there is a conflict between these Terms and the terms of Client’s separate agreement with Company, Client’s separate agreement with Company will control.
13. Term and Termination. These Terms will remain in full force and effect so long as Client maintains a Platform Account. The sections of these Terms that are intended to survive termination of Client’s Platform Account will remain binding even after Client is no longer a Platform user.
13.1 Grounds for Termination. Client agrees that Company, in its sole discretion, may suspend or terminate Client’s access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to Client or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring Client’s access to this Platform, and reporting Client to the proper authorities, if necessary. Company reserves the right to delete Platform Accounts that have remained inactive for ninety (90) days or more.
13.2 No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, Client’s right to use the Platform will immediately cease. Company is not liable to Client or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us with regards to Client’s Platform access.
13.3 No Termination by Third Party Users. Company has limited access to subscriptions not directly purchased from us. Any user who has been given access to the Platform by any party other than Company must contact the party who originally provided access to the Platform for any inquiries related to termination.
13.4 Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of the Platform or any associated product or service through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
14. Applicable Law, Binding Arbitration, and Class Action Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE Client TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.
The laws of the State of Florida will govern these Terms of Service and any disputes under them, without giving effect to any principles of conflicts of laws. These Terms may be translated into different languages—only the English version is valid and enforceable.
Any controversy or claim arising out of or relating to these Terms shall be exclusively settled by arbitration administered by the American Arbitration Association in accordance with Commercial Arbitration Rules, then in effect. This arbitration provision is governed by the Federal Arbitration Act. The arbitration proceedings shall be held in West Palm Beach, Florida. Any arbitration award may be entered in a court of competent jurisdiction.
All claims and disputes within the scope of this arbitration agreement must be arbitrated or litigated on an individual basis and not on a class basis. Claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.
15. Communications and Contact Information
All notices to a party shall be in writing and shall be made via email. Notices to Company must be sent to legal@zolley.com. Client agrees to allow us to submit notices to Client either through the email address Client provided when registering, or to any address we have on record. Notices are effective on receipt.
Company may contact Client regarding these Terms using any information Client provides, or by any other means if Client does not provide contact Information. If Client no longer wishes to receive communications from Company, Client can click on the “unsubscribe link” provided in such communications or contact us at compliance@zolley.com.
When Client creates a Platform Account, Client must designate a primary email address that will be used for receiving electronic communication related to these Terms. Company will never send Client an email requesting confidential information such as account numbers, usernames, or passwords, and Client should never respond to any email requesting such information. If Client receives such an email purportedly from Company, do not respond to the email and notify Company by emailing us at legal@zolley.com.
For all other feedback, comments, requests for technical support, and other communications relating to the Platform or the Terms, please contact us at or by mail at:
Zolley, LLC
ATTN: Legal Department
150 E Palmetto Park Rd, #800
Boca Raton, FL 33434
16. Definitions
16.1 “Communication Surcharges” means any applicable communications service or telecommunication provider (e.g., carrier) fees or surcharges related to Client’s use of the Platform.
16.2 “Competitor” shall include, but not be limited to, any entity carrying on a business of marketing and sales platform, SaaS, any entity offering one or more services offered by the Platform, or any entity carrying on a business similar to the business of Company and its subsidiaries, as determined by Company in its sole discretion.
16.3 “Feedback” means ideas Client provides to Company regarding improvements, enhancements, new features, new products, or other concepts related to the Platform, Services, or other services, products, matters related to Company’s or its affiliates’ business. “Feedback” includes any ideas posted to Company’s ideaboard.
16.4 “Fees” means any fees associated with the Platform, including but not limited to the monthly subscription services fee and any fees associated with add-in Services that Client may purchase.
16.5 “Company Marks” means the Company name and related logos and service marks of Company.
16.6 “Information” means data about Client and its customers that Company collects on the Platform, including but not limited to information required to create a Platform Account and use the Platform for the intended purpose.
16.7 “Login Credentials” means the username and password used to access Client’s Platform Account, including API keys and access to third party integrations used with the Platform.
16.8 “Materials” means Client’s trademarks, copyright content, any tangible products or services Client sell through the Platform (including description and price), and any photos, images, videos, graphics, written content, audio files, code, information, or other data provided or made available by Client or its affiliates to Company or its affiliates.
16.9 “Platform” means any Services, Training, content, functionality, communication channels, and software or other services or features offered to customers on or through Company’s website, desktop application or mobile application.
16.10 “Platform Account” means the account Client created in order to access and use the Platform.
16.11 “Platform Content” means content, data, features, and functionality, including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform. Platform Content does not include User Contributions.
16.12 “Prohibited Uses” means the behaviors described in Section 3.
16.13 “Services” means the variety of product integrations and services that Company makes available on the Platform. Services may include Third Party Services.
16.14 “Sub-Account” means a subscription for one business under a Platform Account.
16.15 “Third Party Content” means content, promotions or offers provided by third parties or links to external third-party websites that may be accessible on the Platform.
16.16 “Third Party Services” means third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, or products or services offered by a third party through the Company Platform. This includes but is not limited to applications downloaded from the Company Marketplace, integrations with third party applications, or any functionality that is provided by a third party through the Platform.
16.17 “Training” means any training, information or suggested usages conveyed by Company about the Platform.
16.18 “User Contributions” means content or materials that Client posts, submits, uploads, publishes, displays, or transmits on or through the Platform or to Company directly.
16.19 “Client” or any derivatives thereof means the individual who accepted the Terms or the business entity that the individual represents. “Client” also includes any and all agents, employees, or third parties that are authorized to act on Client’s behalf.
EXHIBIT A
CODE OF CONDUCT
The following are considered Prohibited Uses of the Platform. Engaging in a Prohibited Use is a material breach of these Terms for which Company may immediately suspend or terminate Client’s Platform Account in accordance with these Terms:
Use of the Platform in any way that violates any applicable law or regulation.
Use of the Platform in a country that prohibits or restricts the use of Artificial Intelligence.
Use of the Platform to exploit, harm, or attempt to exploit or harm anyone in any way.
Use of the Platform to send, receive, upload, download, use, or re-use any material that does not comply with these Terms.
Use of the Platform to transmit, or procure the sending of any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
Impersonating or attempting to impersonate the Company, a Company employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
Engaging in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform
Engaging in any conduct that may, as determined by Company, harm Platform users or Company, or expose either to liability.
Use of the Platform in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
Use of any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
Use of any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without the Company’s prior written consent.
Use of any device, software or routine that interferes with the proper working of the Platform.
Introducing any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
Attempting to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform.
Attacking the Platform via a denial-of-service attack or a distributed denial-of-service attack.
Otherwise attempting to interfere with the proper working of the Platform.
Child sexual exploitation or abuse content.
Sexually explicit content.
Generation of hateful, harassing, or violent content.
Abusive or fraudulent conduct.
This includes but is not limited to:
Promoting or facilitating the generation or distribution of spam, fraudulent activities, scams, phishing, or malware;
Compromising cybersecurity systems or gaining unauthorized access to violate the integrity of any user, network, computer or communications system, software application, or network or computing device;
Violate any natural person’s rights, including privacy rights as defined in applicable privacy law;
Appropriating confidential or personal information;
Impersonating a human by presenting results as human-generated;
Engaging in disinformation campaigns;
Astroturfing, or the generation of fake grassroots support or fake review information;
Plagiarize or engage in other forms of academic dishonesty.
Illegal or highly regulated goods or services content, or other activity that has a high risk of economic or physical harm. This includes but is not limited to:
Engaging in any illegal activity;
Providing instructions on how to commit or facilitate any type of crime;
Gambling;
Payday lending;
Cryptomining practices;
Automatic determinations of eligibility for credit, employment, educational institutions, or public assistance services;
Engaging in unauthorized practice of law or seeking unreviewed legal advice;
Engaging in unauthorized practice of medicine or seeking unreviewed medical advice;
Providing unauthorized financial advice;
Law enforcement application or criminal justice decisions;
Military or warfare application, weapons development;
Management or operation of critical infrastructure in energy, transportation, and water;
Political campaigning or lobbying in violation of campaign laws
EXHIBIT B
ARTIFICIAL INTELLIGENCE ACCEPTABLE USE POLICY
AI features of the Platform may not be used in any manner contrary to the relevant laws, regulations, and industry standards, including, but not limited to, data protection and privacy regulations (e.g., GDPR, CCPA); financial industry guidelines (e.g., PCI DSS); as a part of automated decision making process with legal or similarly significant effects; or in violation of any intellectual property rights or geographical restriction.
AI features may not be used to discriminate against any person or groups on grounds of religion, race, sexual orientation, gender, national/ethnic origin or political beliefs. disability, health status, trade union membership, age, criminal convictions or engage in any biased, intimidating, defamatory, harassing, bullying or otherwise inappropriate behaviors.
AI features may not be used for generating individualized advice that in the ordinary course of business would be provided by a licensed professional including but not limited to medical, financial, tax, or legal advice. Client must disclose to Client’s customers when they are interacting with an AI-based voice or chatbot.
All assets created through the use of generative AI systems must be professional and respectful. Client may not use offensive or abusive language and may not engage in any behavior that could be considered discriminatory, harassing, or biased when applying generative techniques.
Client must take necessary steps to protect confidential and sensitive information of Client’s users and customers
AI usage may not not damage, disable, overburden, or impair any websites or launches any automated system, including “robots,” “spiders,” or “offline readers,” that sends more request messages to any servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser.
AI features may not be used to spread misinformation, engage in malicious activities, or any other uses that could harm individuals or society.
AI features may not be used in any manner which is prohibited by the Agreement or the Code of Conduct provided herein.
