Please review these terms (the “User Agreement”) carefully. By accessing or using the services offered by Zinvato (“Zinvato”, “we” or “us”), you are confirming that you have read, understand and accept this Agreement. This Agreement can be updated from time to time as set out in Section 37 below. You are responsible for regularly reviewing the most current version of this Agreement.
Continued use of the Zinvato Services after any such changes have been made will constitute your consent to such changes. When we change this Agreement, we will update the “Last Modified” date above.
This Agreement applies to the “All Zinvato Services, Tools and Apps’s and 3rd Party products sold on Zinvato”, which are services that you access or purchase through our website or mobile applications, as further defined below.
By using our Services, you confirm that:
- You will only use our Services for your own business and professional reasons;
- You are at least 18 years old or otherwise able to enter into a legally binding agreement;
- You accept and will comply with this Agreement;
- If you are using our Services as a representative of an organisation, you have the power to enter into legally binding agreements for the organisation; and
- You are responsible for anyone that uses our Services through your account, such as your employees, consultants or contractors (“Authorised Users”).
- We use capitalisation for terms that have a special meaning in this Agreement. While some terms are defined elsewhere, this section sets out the definitions of some key terms.
“Content” is a generic term that means all information and data (such as text, images, photos, videos, audio and documents) in any format that is uploaded to, downloaded from or appears on our Services.
“Customer Content” is Content that you or your Authorised Users provide to us, or upload to our Services.
“Mentions” are the Content that a third party (in other words, someone other than you, your Authorised Users or Zinvato) creates and that we obtain on your behalf and at your instruction from Social Networks or other Third-Party Services that you connect to our Services. For example, posts created by your followers that appear on your Facebook page would be considered Mentions.
“ Services” means our websites, such as Zinvato.com (and all its current and future subdomains), and mobile applications, and any services that you access or purchase through our websites or mobile applications, or Third-Party Services that you access or use in connection with our services.
“Third-Party Services” are services that are not provided by Zinvato but that you may access or use in connection with our Services. They include the “Social Networks”, which are the social networking sites supported by our Services (such as Twitter, Facebook and Instagram etc), as well as the extensions and applications and resources we provide.
“you”, “your”, “Customer”, and similar terms mean the person or legal entity accessing or using the Services. For the avoidance of doubt, if you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, “you”, “your” or “Customer” means the company or other legal entity that you are using the Services on behalf of.
- Subject to the rest of this Agreement, we will allow you and your Authorised Users to access and use our Services in the way set out in the plan you subscribed to. You may not use or access the Services in any other way, such as using robots, spiders, crawlers and scraping technologies.
- Our Services evolve constantly. We may change our Services, such as by changing, adding or removing features at any time, for any reason. We may or may not provide notice of those changes to you. We will not be liable to you or any third party for the modification, price change, suspension or discontinuance of any of our Services.
- Our Services interact with Social Networks and depend on the availability of those Social Networks and the features and functionality they make available to us, which we do not control and may change without notice. If at any time a Social Network stops making some or all of its features or functionality available to us, or available to us on reasonable terms as determined by Zinvato in its sole discretion (each an “API Change”), we may stop providing access to those features or functionality and we will not be liable to you or any third party for any such change.
Acceptable Use Rules
- You and any Authorised Users using your account must comply with the rules and terms outlined within this agreement and all laws that pertain to international, national and regional internet use. If we reasonably believe that you have breached these rules or any applicable law, we may, at any time and without notice, remove any of your Content and suspend, restrict or terminate your account or your access to the Services.
- You are solely responsible for Customer Content. We may, but do not have to, review, filter, block or remove Content, including Customer Content.
- If you use the Services for contests or otherwise ask people to submit Content through the Services (“Submitted Content”), you acknowledge and agree that:
(A) the Services do not help you comply with any laws, rules, or regulations that may apply to your collection or use of Submitted Content, which is solely your responsibility; and
(B) we will not be liable to you or any third party for the Submitted Content, and we make no warranty that any Submitted Content obtained or displayed through the Services is accurate or complete.
- You are responsible for the completeness, security, confidentiality and accuracy of the account information you provide to us. You will promptly notify us of any unauthorised access to or use of your log-in credentials or account.
Content and Third-Party Services
- We are not responsible for Content provided by others, including Mentions and Content from Third-Party Services (such as Content from Social Networks and Content in apps from the App Directory). You and anyone else who accesses our Services may access Content that might be unlawful, offensive, harmful, inaccurate or otherwise inappropriate. We will not be liable to you or any third party for Content provided by others.
- If you access or purchase a Third-Party Service through our Services, you do so at your own risk. Your relationship with the Third-Party Service provider is an agreement between you and them. You specifically understand that we are not responsible for Third-Party Services and will not be liable to you or any third party for any losses or damages resulting from your use of Third-Party Services.
- If you access or enable a Third-Party Service, you grant them permission to access or otherwise process your data as required for the operation of the Third-Party Service. We are not responsible for disclosure, use, change to or deletion of your data and will not be liable to you or any third party for access to your data by a Third-Party Service.
- When you access the Resources section and install or use one or more apps that may be available there, you also agree to theses terms.
- We may, but do not have to, preview, verify, flag, modify, filter, block or remove Third-Party Services. You must comply with all agreements and other legal requirements that apply to Third-Party Services.
Data Protection & the GDPR
- If your use of our Services includes processing Content that contains “personal data” that is subject to the General Data Protection Regulation (EU) 2016/679, by using any Zinvato service you by default agree to adhere and respect all rules outlined by the GDPR Regulation. You may see more information about the GDPR rules in our GDPR section. Please also review our Privacy Notice for more information on how we collect and use data relating to the use and performance of our Services.
- If we share non-public information about Zinvato or our Services with you, you must keep it confidential and use reasonable security measures to prevent unauthorised disclosure of or access to that information.
- Customer Content. You retain your rights to any Customer Content you submit, post or display on or through the Services. You grant us a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub licensable, royalty-free license to use, host, run, copy, reproduce, process, adapt, translate, modify, publish, transmit, display and distribute Customer Content for the purposes of providing, supporting, enhancing, and developing our products and services.
- Feedback. We welcome your suggestions, comments, bug reports, feature requests or other feedback (“Feedback”). We do not have to keep Feedback confidential, even if you tell us it is confidential. If you provide Feedback, you grant Zinvato a non-exclusive, worldwide, perpetual, irrevocable, transferable, sub licensable, royalty-free, fully paid-up license to use the Feedback for any purpose.
- Services. We keep all rights and interests in our Services. The Services contain Content owned or licensed by Zinvato (“Zinvato Content”). Zinvato Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Zinvato, we own and retain all rights in the Services and in any Zinvato Content.
Payment Terms, Trials and Renewal
- Fees and Trials. You must pay all fees for the Services you purchase, except for Services that we expressly offer free of charge or on a free trial basis or are offered as a prize or other specifically outlined offer. If you sign up for a free trial of a paid Service, we may require you to provide a valid credit card or other payment method. We will charge you automatically on the first day after the free trial is over, unless you cancel or downgrade to a charge-free service and uninstall any paid apps before the end of the free-trial period.
- Paid Services. For paid Services, you must provide us with a valid credit card or other form of electronic payment (such as PayPal). We will automatically charge you based on your chosen plan (such as monthly or yearly). We will share your account information with financial institutions and payment processing companies, including your submitted payment information, to process your purchase. Subscription to our plans are for fixed terms, and the associated fees payable are non-refundable. Prices for paid Services are subject to change on 30 days’ notice, provided that no price change will apply during your then-current subscription term. Depending on where you live, foreign exchange fees or differences in prices may apply, including because of exchange rates. We do not support all payment methods, currencies or locations for payment. If the payment method you use is no longer valid (such as a credit card that has expired) and you do not edit your payment information or cancel or downgrade your account to a plan that is free of charge, you authorise us to keep billing you for our Services and you remain responsible for uncollected amounts. If you owe us any unpaid fees, we may suspend your access to our Services without prior notice until you pay us in full. Your obligation to pay fees continues through to the end of the period in which you cancel or downgrade your plan.
- Auto-Renewal of Services. Services plans will renew automatically at the end of the term (which may be monthly or annually, depending on the plan you choose when you purchased our Services), and we will automatically bill you on renewal unless you cancel or downgrade our Services under Section 23 below.
- Taxes. You are responsible for paying all taxes on all fees that you pay to us. Local taxes may differ based on your payment method.
Cancellation and Termination of Services
- You may cancel or downgrade your Services plan at any time. If you cancel (or downgrade) paid Services, you must continue to pay for the rest of your plan term and you are not entitled to a refund.
- We may refuse to provide service (including the Services) to anyone for any reason at any time. We may also immediately suspend or terminate your access to our Services for any reason, at any time, without notifying you in advance. If we terminate this Agreement because you violated the Acceptable Use Rules or any other part of this Agreement, you will not receive a refund.
Disclaimer of Warranties and Limitation of Liability
- We offer our Services “as is” and are not making any warranties, conditions, representations or guarantees of any kind, whether express, implied, statutory or otherwise, including all express or implied warranties of design, merchantability, fitness for a particular purpose, title, quality and non-infringement, that our Services will meet your requirements or that our Services will always be available, accessible, uninterrupted, timely, secure, accurate, complete or error-free. Use our Services at your own risk. You hereby release us and our affiliates and the directors, officers, employees, agents, licensors and service providers of Zinvato and our affiliates (the “Zinvato Parties”) from any claims, known or unknown, you have against them.
- We will not be liable for indirect, punitive, incidental, special, consequential or exemplary damages, or for loss of profits, goodwill or data or other intangible losses, that result from the use of, or inability to use, our Services or any other aspect of this Agreement. Under no circumstances will we be liable for any Third-Party Services, Social Networks or activities of third parties, any connection to or transmission from the Internet, or for any damage, loss or injury resulting from hacking, tampering, theft or other unauthorised access to or use of our Services or your account or the information contained in your account, including Customer Content.
- Our aggregate liability to you for all losses or damages arising out of this Agreement or your use of our Services, even if we have been advised of the possibility of such losses, will not exceed the greater of the fees we received from you for our Services that are subject to the claim during the three-month period immediately preceding the date on which the damages arose. The limitations of liability in this section also apply to the Zinvato Parties and to claims brought based on any cause of action, including breach of contract, tort (including negligence), statute or other legal or equitable theory. If there is a law that limits how the limitation of liability in this section applies to you, our liability will be limited to the fullest extent permitted by law.
- No advice or information, whether oral or written, obtained from us or elsewhere will create any warranty or condition not expressly stated in this Agreement.
- Our prices are set based on limitations of liability and the disclaimers of warranties in this section. You acknowledge that they will survive and apply even if found to have failed their essential purpose.
- If you are dissatisfied with our Services or believe that you’ve been harmed by your use of our Services or this Agreement, you may terminate your use of our Services (as set out above). That termination is your sole and exclusive remedy (and our sole and exclusive liability) under this Agreement.
Claims and Disputes
- The laws of Australia will govern any dispute, cause of action or claim arising out of this Agreement or your use of our Services, including against any Zinvato Party (“Dispute”), without giving effect to conflict-of-law principles.
- You will indemnify and hold harmless the Zinvato Parties from and against all losses, damages, penalties, liability and costs, including reasonable legal fees, of any kind or nature related to any claim against a Zinvato Party related to: (a) Customer Content or Submitted Content; (b) your breach of this Agreement or any laws; or (c) your use of our Services or any Third-Party Services (including your breach of terms for any Third-Party Services).
- If you breach this Agreement or violate our rights or another person’s rights, we may ask a court to stop you; if we bring a claim against you, you will reimburse us for our reasonable legal fees for that claim.
- Any Dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. Zinvato and you each waive any right to a trial by jury.
- Export Compliance. You will not use or access our Services if you are located in any jurisdiction in which the provision of our Services is prohibited under Canadian, U.S., Australian, UK, EU or other laws (a “Prohibited Jurisdiction”) and you will not provide access to our Services to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any Canadian or U.S., Australian, UK, EU government list of persons or entities prohibited from transaction with any Canadian or U.S., Australian, UK, EU person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow Authorised Users to access or use our Services in violation of any Canadian, U.S., Australian, UK, EU or other export embargoes, prohibitions or restrictions; and (d) you will comply with all laws regarding the transmission of data exported from the country in which you (or your Authorised Users) are located to Canada and the United States, Australia, UK or EU.
- Amendment. We may change any part of this Agreement (including any terms or documents incorporated by reference in this Agreement) at any time by posting the revised terms on the Zinvato website, and your use of the Services after the effective date of the updated Agreement or other terms constitutes your agreement to the updated Agreement or other terms, as applicable. It is important for you to review this Agreement before using our Services and from time to time. The updated Agreement will be effective as of the time of posting, or on such later date as may be specified in the updated Agreement, and will apply to your use of the Services from that point forward.
- Assignment. You may not assign your rights under this Agreement to anyone else. We may assign our rights to any other individual or entity.
- Severability. If a court finds part of this Agreement to be invalid, the rest will continue to apply with the minimum changes required to remove the invalid part.
- Force Majeure. We will not be liable to you or any third party for any failure to perform our obligations under this Agreement if that failure results from any cause beyond our control, such as the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks or other acts of hackers; Internet or network failures or interruptions; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes, lockouts or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts; or if another person (including a Social Network) changes their services or terms or no longer offers their services to you or Zinvato on terms we believe are reasonable.
- Remedies. If we fail to enforce this Agreement, we are not waiving our right to do so. Any remedies we have under this Agreement are not exclusive of any other remedies we may have under this Agreement, at law or otherwise.
- Notices to You.
Zinvato may give notice to you by placing a banner notice on the Zinvato platform or Zinvato’s website. We may also contact you or your Authorised Users through your Zinvato account or contact information you provide, such as email or telephone or through your account on one or more Social Networks. If you fail to maintain accurate account information, such as contact information, you may not receive critical information about our Services or this Agreement.
- Notices to Zinvato. For any notice to Zinvato that you give under or regarding this Agreement, you must notify Zinvato by email with a duplicate copy sent via registered mail to the following address: Zinvato, PO BOX 728, Matraville, NSW 4227, Australia; Attention: Legal Department.
- Entire Agreement. This Agreement, including the other documents referred to as applicable to the Services in this Agreement, is the entire agreement between you and Zinvato for your use of our Services. Any prior understandings, statements or and agreements (oral or written) do not apply, including additional terms that you may present (such as terms in a unilateral notice from you to us or printed on a purchase order or any other document generated by you). This Agreement is binding on the parties and their permitted successors and assigns.
As a Zinvato Affiliate, You have the opportunity to earn money from (i) commissions for Zinvato accounts that You sell to other users, and (ii) bonuses when the people you sell to sell to others. This Agreement sets forth Your rights and obligations as a Zinvato Affiliate. By clicking “I Agree” You indicate that You have read and understood this Agreement and You will be bound by its terms.
- PARTIES. All references to “Zinvato” herein mean and refer to Zinvato, doing business as Zinvato, and Zinvato’s owner(s), parent company(ies), affiliate entities, and employees, and assigns. All references to “You” and “Your” mean and refer to that Zinvato Affiliate who has executed this Agreement by clicking “I Agree.” Zinvato and You are each referred to herein as a “Party,” and collectively as the “Parties.”
- INDEPENDENT CONTRACTOR. You are an independent contractor of Zinvato. It is the express understanding and intention of the Parties that no relationship of master and servant or principal and agent shall exist between Zinvato and You by virtue of this Affiliate Agreement.
- TERM AND TERMINATION. Your contract with Zinvato begins when You click “I Agree,” and will continue month-to-month until either:
- Zinvato cancels Your account due to Your breach of any of the terms of this Agreement. In the event this Agreement is cancelled due to Your breach, You forfeit all Commissions and Bonuses owed to You or that may in the future be owed to You.
- Zinvato or its successors or assigns, in its sole and absolute discretion, cancels Your Affiliate Agreement. In the event that Zinvato or its successors or assigns cancels Your Affiliate Agreements, You will first receive thirty (30) days’ written notice, sent to the e-mail address you provided Zinvato and that is associated with your Affiliate profile.
- COMMISSIONS. By using the site and the affiliate page links, you aggree to the terms of this Agreement. You will receive a unique Affiliate URL within your account or otherwise provided to you, which You will use to advertise Zinvato. When another person (a “Prospect”) clicks through that URL, a cookie (or similar tracking technology (hereinafter “Cookie”)) will be set in the Prospect’s browser. When the Prospect creates a Zinvato account by using Your Affiliate Link, the Cookie on the Prospect’s browser, corresponding to Your unique URL, registers a “Sale,” and each such account is a “Sold Account.” In the event that a Prospect has multiple Affiliate Cookies, the most recently-acquired Cookie will determine which Affiliate is credited with a Sale. You will be paid a commission for each Sold Account that generates a minimum payment of $79 to Zinvato in a month. The Commission amount is a percentage of all fees received by Zinvato for a Sold Account, this percentage is listed in your account and will depend on your account level. Commission payments will be made to You on within 7 (seven) to forty-five (45) days following Zinvato’ receipt of payment for a Sold Account, subject to the other terms set forth herein.
- MINIMUM COMMISSION AND BONUS PAYMENT. Your combined commission and bonus amount must equal or exceed One Hundred and 00/100 Dollars ($100.00) before You receive a payment from Zinvato. If Your combined commissions and bonuses for a given month are less than $100.00, Your commissions and bonuses will be held until Your combined commissions and bonuses equals or exceeds $100.00.
- COMMISSION AND BONUSES PAID FOLLOWING LEGITIMATE SALE. Commissions and Bonuses are paid only for transactions that actually occur between Zinvato and a Sale or a Legacy Sale. If the transaction does not actually occur, or if payment from a Sale or Legacy Sale is not actually received by Zinvato, You will not paid a Commission or Bonus on the transaction. If payment for a Sold Account or a Legacy Account later results in a refund or charge-back, and if a commission or bonus was paid to You for that Sold Account or Legacy Account payment, then the commission or bonus will be deducted from Your future commissions. If Zinvato determines, in its reasonable discretion, that any Sale or Legacy Sale was procured fraudulently or as a result of any violation of this Agreement, no Commission or Bonus will be paid for such Sale or Legacy Sale. If any Commissions or Bonuses are paid for a Sale or Legacy Sale that was produced fraudulently or as a result of any violation of this Agreement, and the fraud or violation is discovered by Zinvato after payment, such payment amounts shall be deducted from Your future commissions and bonuses.
- U.S. DOLLARS. PAYMENT PROCESSING FEES. All commissions are paid in US Dollars. Depending on what payment processor or payment method You instruct Us to use, processing fees may be deducted from Your Commissions payment.
- MARKETING AND RECRUITING.
- TRUTHFUL. Anything You communicate in marketing or advertising any Zinvato service or opportunity must be true and accurate. Claims that relate to any Zinvato service or opportunity that are untrue or fraudulent are strictly prohibited. You may not claim that any government, person, or entity endorses or supports Zinvato. You may not use the intellectual property of any other person or entity in advertising any Zinvato service or opportunity.
- DISCLAIMER. On any website that You advertise any Zinvato service or opportunity, You must plainly display (i.e., not in a link, or in small font) the following disclaimer language:
Disclosure: I am an independent Zinvato Affiliate, not an employee. I receive referral payments from Zinvato. The opinions expressed here are my own and are not official statements of Zinvato or its parent company, Zinvato.
- NON-DISPARAGEMENT. You are not permitted to disparage the products of services of any other person or entity, including without limitation the products or services of a competitor of Zinvato.
- INVENTORY LOADING/REBATES. You will not be paid any Commission or Bonus for payments made on your own User Account(s). You are not permitted to open a Zinvato account under the name of another person or entity, or under a fictitious name. You are not permitted to open a Zinvato account under any name merely for the purpose of obtaining Commissions, Bonuses, or any other compensation, including without limitation incentives or prizes which may be offered from time to time. You may not pay for another person’s account. You are not permitted to offer cash rebates or other monetary incentives to actual or potential Sales or Legacy Sales. Violation of this paragraph shall constitute a material breach of this Agreement, and You agree to repay to Zinvato all Commissions and Bonuses earned as a result of any such violation.
- INCOME CLAIMS. If Your recruiting efforts include claims related to the potential income a Zinvato Affiliate can make, or if You make reference to income You have made, or if You make reference to any lifestyle opportunities You have because of Zinvato, the following guidelines must be adhered to:
- Your statements must be completely true and accurate and supported by evidence;
- If You use a hypothetical scenario, You must clearly label it as a hypothetical scenario
- ZINVATO’ INTELLECTUAL PROPERTY. No logo, tagline, trademark, trade name, copyrighted material, patent, trade dress, trade secret, or confidential information (collectively, the “Zinvato Intellectual Property”) owned by Zinvato may be used, copied, or reproduced by You except as set forth below. No Zinvato Intellectual Property (or any mark confusingly similar to any Zinvato Intellectual Property) is to be advertised for sale or registered as a domain name by You in any fashion.
You may use the ZinvatoTM mark to advertise Zinvato. Any time You use the ZinvatoTM mark, You must do so in a way that is not likely to confuse readers or cause them to think that You are speaking for Zinvato. Whether Your use of ZinvatoTM is confusing will be determined by Zinvato in Zinvato’ sole and absolute discretion. The following guidelines, which may be changed or added to at any time, are designed to help avoid reader confusion:
– You must not use the “voice” of, or purport to speak on behalf of, Zinvato.
– Any time You use the word “Zinvato” it must be immediately followed by the letters “TM” in superscript caps.
– When used in prose, ZinvatoTM must be used in the same font as the rest of the prose.
– When used other than in prose, ZinvatoTM must be used in the font employed by Zinvato’ corporate marketing in Zinvato’ corporate logo.
– On any website or social media platform on which You use the word ZinvatoTM, you must include the disclosure identified in paragraph 5(B) above.
– You may use only such other images, photographs, and trademarks as Zinvato expressly authorizes in writing.
- RELEASE/AUTHORIZATION TO USE PHOTOGRAPHS. You grant Zinvato permission to use any and all photographs taken by Zinvato or its agents or employees, or submitted by You to Zinvato (hereinafter “Photographs”) in any Media (including print, internet, film, television and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of Zinvato or any product or service sold and marketed by Zinvato. You agree that this authorization to use Photographs may be assigned by Zinvato to any other party. You agree that that the Photographs may be combined with other Photographs, sounds, text and graphics, and that the Photographs may be manipulated, cropped, altered or modified in Zinvato’ sole discretion. You agree not to charge a royalty or fee, and not to make any other monetary assessment against Zinvato in exchange for this Release and Assignment. You hereby release and forever discharge Zinvato from any and all liability and from any damages You may suffer as a result of the use of the Photographs. You further acknowledge and agree that this Release is binding upon Your heirs and assigns. You agree that this Release is irrevocable.
- PROHIBITED ACTIVITY. Zinvato has the right to terminate this Agreement at any time if You engage or have ever engaged in any of the following:
- HARMFUL ACTS. Any dishonest or unethical business practice; any violation of the law; infliction of harm to Zinvato’s reputation; and the violation of the rights of Zinvato or any third party.
- “SPAMMING” AND UNSOLICITED COMMUNICATIONS. Any communications sent or authorized by You reasonably deemed “spamming,” or any other unsolicited solicitations (including without limitation postings on social media or third party blogs) will be deemed a material threat to Zinvato’s reputation and to the rights of third parties. It is Your obligation, exclusively, to ensure that all business communications comply with state and local anti-spamming or analogous laws.
- OFFENSIVE COMMUNICATIONS. Any communication sent, posted, or authorized by You, including without limitation postings on any website operated by You, or social media or blog, which are: sexually explicit, obscene, or pornographic; offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory; graphically violent; solicitous of unlawful behavior; or that violates the intellectual property rights of another.
- INDEMNITY. You agree to protect, defend, indemnify and hold harmless Zinvato, its officers, directors, employees, owner(s), and parent company(ies) and assigns from and against all claims, demands, and causes of action of every kind and character without limit arising out of the Your conduct. Your indemnity obligation includes, but is not limited to, any third party claim against Zinvato for liability for payments for, damages caused by, or other liability relating to, You.
- NO WARRANTY; NO LEADS. Zinvato does not promise, guarantee or warrant Your business success, income, or sales. You understand and acknowledge that Zinvato will not at any time provide sales leads or referrals to You. Additionally, ZINVATO’ WEBSITES AND SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. ZINVATO MAKES NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF ANY MATERIAL ON OR ACCESSIBLE THROUGH ANY ZINVATO WEBSITE OR SERVICE. ANY RELIANCE ON OR USE OF SUCH MATERIALS SHALL BE AT YOUR SOLE RISK. ZINVATO MAKES NO REPRESENTATION OR WARRANTY (A) THAT ANY ZINVATO WEBSITE OR SERVICE WILL BE AVAILABLE ON A TIMELY BASIS, OR THAT ACCESS TO ANY ZINVATO WEBSITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE; (B) THAT DEFECTS OR ERRORS WILL BE CORRECTED; OR (C) THAT ANY ZINVATO’ WEBSITE OR THE SERVERS OR NETWORKS THROUGH WHICH ANY ZINVATO’ WEBSITE IS MADE AVAILABLE ARE SECURE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
- LIMITATION OF LIABILITY. YOU AGREE THAT IN NO EVENT SHALL ZINVATO’ LIABILITY TO YOU FOR ANY CLAIM OF ANY KIND OR DESCRIPTION EXCEED THE AMOUNT OF THREE (3) TIMES THE COMMISSIONS AND BONUS PAYMENTS PAID TO YOU FOR THE MONTH PRECEDING THE DATE IN WHICH THE FACTS GIVING RISE TO A CLAIM AGAINST ZINVATO OCCURRED. YOU WAIVE ANY RIGHT TO SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND OR DESCRIPTION.
- FORCE MAJEURE. Zinvato will not be responsible to You for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of Zinvato. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. Zinvato shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
- ASSIGNMENT. Zinvato may assign its rights under this Agreement at any time, without notice to You. Your rights arising under this Agreement cannot be assigned by without Zinvato’ or its assigns express written consent.
- ARBITRATION, GOVERNING LAW, AND ATTORNEYS’ FEES.
- ARBITRATION. Any claim or grievance of any kind, nature or description that You have against Zinvato including, but not limited to, economic losses, personal injury, or property damage, shall be resolved exclusively in binding arbitration in Ada County, Idaho. You agree not to file suit against Zinvato or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) agreed upon by You and Zinvato. In the event that You and Zinvato are unable to reach agreement on an Arbitrator, You and Zinvato will each select an arbitrator, and the two of them will select the Arbitrator, who must be a resident of Ada County, Idaho. The arbitrators selected by You and Zinvato will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on You and Zinvato and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.
- GOVERNING LAW. This Agreement shall be governed, construed, and interpreted in accordance with the laws of the State of Idaho without regard to any choice of law provisions.
- WAIVER OF CLASS ACTION CLAIMS. You understand and agree that You will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim You have against Zinvato to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against Zinvato may not be joined or consolidated with claims brought by anyone else.
- LIMITATIONS PERIOD. Any claim brought in arbitration must be brought within the time period set forth in any statute of limitations that, but for this agreement to arbitrate, would apply to the claims asserted in any arbitration proceeding.
- INJUNCTIVE RELIEF. Nothing in this Agreement prevents Zinvato from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect Zinvato’ rights prior to, during, or following any arbitration proceeding.
- ATTORNEYS’ FEES. You agree that in the event of any arbitration or litigation, each Party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either Your or Zinvato commences an action in a court of law or equity and the responding Party successfully moves such court to compel arbitration, the Party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other Party.
- ENTIRE AGREEMENT. This Agreement, along with Zinvato’ standard Terms and Conditions represents the entire agreement between the Parties and supersede any other written or oral agreement between the Parties as pertaining to Your rights and responsibilities as a Zinvato Affiliate.
- MODIFICATION/AMENDMENTS. This Agreement and Zinvato’ standard Terms and Conditions may be modified by Zinvato at any time, with or without prior notice to You. Amendments or Modifications to this Agreement or the Terms and Conditions will be binding on You when they are sent to You via e-mail, or are posted in the Affiliate Centre or here in the Terms. No amendment to this Agreement or the Terms and Conditions shall be valid unless authored or signed by Zinvato. Your continued acceptance of Commission or Bonus payments constitutes Your acceptance to any modifications or amendments to this Agreement.
- NO WAIVER. No waiver by Zinvato of any right reserved or granted to Zinvato under this Agreement shall be effective unless the waiver is in writing and signed by an authorized representative of Zinvato.
- NOTICE. Any notice required to be given to Zinvato under or related to this Agreement shall be in writing, addressed as follows:
Zinvato will send notices to You at the e-mail address You provided to Zinvato. Any notices shall be deemed delivered to You when sent by Zinvato. You are solely responsible for addressing any technical failures related to Your e-mail address or server, and for reading any e-mail sent to You. Zinvato may also provide notice to You by posting information in the Affiliate Centre. 19. SEVERANCE. In the event any provision of this Agreement is inconsistent with or contrary to any applicable law, rule, or regulation, the provision shall be deemed to be modified to the extent required to comply with the law, rule, or regulation, and this Agreement and the Terms and Conditions, as so modified, shall continue in full force and effect.