Last Modified: April 28, 2023
These terms of use are entered into by and between you and ZYYAH, LLC (“ZYYAH”, “we”, “our”, or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use” or “Agreement”), govern your access to and use of www.zyyah.com, and any subdomain of such websites (the “Website”) or through our mobile application (the “Application”), including any content, functionality, products, data, or services offered on or through the Website or Application (collectively, “ZYYAH Services” or “Services” or “Platform”), whether as a guest or a registered User. If you are participating on the Platform as a ZYYAH Pro, Service Provider, or offering services on or through our ZYYAH Services, additional terms may apply (See Section 23 for supplemental terms applicable to Service Providers.)
Please read the Terms of Use carefully before you start to use the Services. By using the Services or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree on behalf of yourself and all members of your household and others who use any Service under your account to be bound and abide by these Terms of Use and ZYYAH’s privacy policy, found at http://zyyah.com/privacy-policy/ (“Privacy Policy”), INCORPORATED HEREIN BY REFERENCE. If you do not want to agree to these Terms of Use or the Privacy Policy, you must not access or use the ZYYAH Services.
You acknowledge and agree that we may amend this Terms of Use at any time by posting a revised version of the Terms of Use on the Service or Our Website or by notifying you directly in our sole discretion. Your continued use of the Service after any changes are made to the Terms of Use shall constitute your consent to such changes. We do not and will not assume any obligation to notify Users of any changes to the Terms of Use. You are responsible for remaining knowledgeable about the Terms of Use.
Binding Arbitration. These Terms of Use provide that all disputes between you and ZYYAH that in any way relate to these Terms of Use or your use of ZYYAH Services will be resolved by BINDING ARBITRATION. ACCORDINGLY, YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT (INCLUDING IN A CLASS ACTION PROCEEDING) to assert or defend your rights under these Terms of Use. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Section below entitled Arbitration for the details regarding your agreement to arbitrate any disputes with ZYYAH.
In order to use the ZYYAH Services, you represent and warrant that you are at least 18 years old. If you are under 18 years old, then you are not authorized to use our Platform. If you are under the age of 18, please do not attempt to register with us at this Plaform or provide any personal information about yourself to us. If we learn that we have collected personal information from someone under the age of 18, we will promptly delete that information. If you believe we have collected personal information from someone under the age of 18, please contact us at support@zyyah.com.
ACCESS TO AND USE OF THE ZYYAH SERVICES IS LIMITED EXCLUSIVELY TO USERS LOCATED IN THE UNITED STATES. Services are not available to users located outside the United States. Access to the ZYYAH Services may not be legal by certain persons or in certain countries. Accessing the Services from jurisdictions where content is illegal, or where we do not offer services, is prohibited.
You further represent that all information you provide to us (including any User and employee information) or any of our third-party partners and vendors shall be accurate, and that you shall have all necessary rights to provide and use such information for use as contemplated herein. In addition, you represent and warrant that you will comply with all applicable federal, state and local laws, rules and regulations with respect to your use of the Service.
Subject to your compliance with these Terms of Use, ZYYAH grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and make personal use, or use solely in the conduct of supporting the User’s normal course of business, to the production version of the ZYYAH Services. This license does not include any resale of any ZYYAH Service, or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of any ZYYAH Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools, or otherwise exploited for any purpose other than as described herein without express written consent of ZYYAH. User understands and agrees that the Service is provided under license to User, not being sold to User, and User does not gain any ownership interest of any kind in the Service under this Agreement.
All rights not expressly granted to you in these Terms of Use are reserved and retained by ZYYAH or its licensors, suppliers, publishers, rightsholders, or other content providers. No ZYYAH Service, nor any part of any ZYYAH Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of ZYYAH. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of ZYYAH without express written consent. You may not use any meta tags or any other “hidden text” utilizing ZYYAH’s name or trademarks without the express written consent of ZYYAH. You may not misuse ZYYAH Services. You may use ZYYAH Services only as permitted by law. The license granted by ZYYAH terminates if you do not comply with these Terms of Use.
ZYYAH will not be liable if, for any reason, all or any part of the Service is unavailable at any time or for any period. From time to time, ZYYAH may restrict access to some parts of the Service, or the entire Service, to Users. ZYYAH does not make any representations or guarantees regarding uptime or availability of the Service.
You agree to fully, accurately, and truthfully create your ZYYAH Platform Account (“Account”), including but not limited to your name, phone number, email address, and password, which become your ZYYAH ID and credentials. You agree that all information you provide through the Account, including but not limited to through the use of any Interactive Services (as defined in Section 9, below (User Contributions)) set out in these Terms of Use, is governed by the Privacy Policy, and you consent to all actions ZYYAH takes with respect to your information consistent with the Privacy Policy. The ZYYAH ID or credentials are personal to you, and you are solely responsible for maintaining the confidentiality of your ZYYAH ID or credentials, and for all activities that occur under such ZYYAH ID or credentials. You agree to be wholly responsible for the use of your ZYYAH ID or credentials and agree to immediately notify ZYYAH of any actual or suspected unauthorized use of your ZYYAH ID or credentials or other security concerns of which you become aware. Your access to the ZYYAH Platform may be revoked by ZYYAH at any time with or without cause.
You are prohibited from violating or attempting to violate (penetrate or compromise) the security of the Platform or Content including, without limitation: (a) accessing data not intended for such User or logging onto a server or an account which the User is not authorized to access; (b) attempting (actually not just attempt) to probe, scan, reverse engineer, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Website and Application or any portion thereof without authorization, in violation of these Terms of Use or in violation of applicable law.
You are responsible for maintaining the confidentiality of your Account, username and password, and you must not disclose it to any other person or entity. You agree to accept responsibility for all activities that occur with your permission or authorization under your Account, username and/or password, or because you fail to maintain sufficient security over your Account, username and/or password. You agree to notify ZYYAH immediately of any unauthorized access to or use of your Account, username or password or any other breach of security. You also agree to ensure that you exit from your Account at the end of each session. You should use particular caution when accessing your Account from a public or shared computer so that others are not able to view or record your password or other personal information.
EACH USER ACKNOWLEDGES AND AGREES THAT: (1) NEITHER ZYYAH NOR ANY OF ITS AFFILIATES WILL HAVE ANY LIABILITY TO ANY USER or 3rd Party FOR ANY UNAUTHORIZED TRANSACTION MADE USING ANY USER’S Account, ID OR PASSWORD; AND (2) THE UNAUTHORIZED USE OF YOUR ONLINE ID AND PASSWORD FOR YOUR ACCOUNT OR YOUR EMAIL ACCOUNT COULD CAUSE YOU TO INCUR LIABILITY TO BOTH ZYYAH AND OTHER USERS.
ZYYAH has the right to disable any account at any time in its sole discretion for any or no reason, including if, in its opinion, you have violated any provision of these Terms of Use.
You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activities that occur in connection with your account, including but not limited to any unauthorized transactions involving any hacking or unauthorized access to or use of your account or account information. ZYYAH has no liability for any funds paid that were charged from your account or using your credit or debit card information, or paid or transferred to the account or card on file in your ZYYAH account. You agree to notify us immediately of any unauthorized use of your account. User is responsible and liable for: (i) User’s conduct; and (ii) any use of the Service through User’s information technology systems or environment, whether authorized or not. We have the right to disable any user name, password, or other identifier, whether chosen by User or provided by ZYYAH, at any time if, in our opinion, User has violated any provision of this Terms of Use.
We urge all Users (as defined below) to be responsible about their use of the ZYYAH Platform and any transaction entered into as a result of obtaining services for a property. We may not own, manage, or be able to contract for, some services listed on the Platform. The Platform provides an online marketplace to allow homeowners, home/apartment renters, property owners, and property managers who use the Platform (each, a “Member” or “Zember”) to obtain services from our business partners (each, a “Service Provider” or “ZYYAH Pro” and, collectively with Members, the “Users”). We also may offer other tools or services to allow Users to communicate with and transmit information to each other.
We are not a party to any service agreement or other agreement between Users. As a result, any part of an actual or potential transaction between a Service Provider and a Member, including the quality, condition, safety or legality of the services advertised, the truth or accuracy of the property registrations or property listings, including the content thereof or any review relating to any Service Provider, the ability of Members to obtain services or the ability of Service Providers to contract with Members are solely the responsibility of each User. You acknowledge and agree that you may be required to enter into one or more separate agreements (i.e., service agreements, home warranty agreements, etc.), waivers or terms and conditions before purchasing a product or service and the Service Provider or one of its affiliates may place additional restrictions on your product or service.
Users agree that they are responsible for, and agree to abide by, all laws, rules, and regulations applicable to their use of the Website or Application. Users further agree that they are responsible for their use of any tool, service or product offered on the Website or Application and any transaction they enter into on the Website or Application or in connection with their use of the Website or Application and any information or data they may put into the Platform.
Users further agree that they are responsible for and agree to abide by all laws, rules, ordinances, or regulations applicable to the listing of a property and the conduct of their business, including but not limited to any and all laws, rules, ordinances, regulations or other requirements relating to taxes, credit cards, data and privacy, permits or license requirements, zoning ordinances, safety compliance and compliance with all anti-discrimination and fair housing laws, as applicable. Please be aware that, even though we are not a party to any transaction and assume no liability for legal or regulatory compliance pertaining to the properties registered or listed on the Platform, there may be circumstances where we are nevertheless legally obligated (as we may determine in our sole discretion) to provide information relating to your listing in order to comply with requests from governmental bodies in relation to investigations, litigation or administrative proceedings, and we may choose to comply with such obligations in our sole discretion.
Service Providers who obtain or are provided personal information from Users agree to properly handle and safeguard all such information in accordance with applicable legal and regulatory requirements and best practices.
While we do take certain measures with a goal to assist Users to avoid potentially fraudulent or other illegal activity of which we become aware, we assume no liability or obligation to take any such measures or actions. When we provide warnings or messages to Users about any such activity, we do not warrant that such messages are accurate or that such messages will reach any or all Users they should have reached in a timely manner or at all or that such messages or measures will prevent any harm or otherwise have any impact.
WE DO NOT ENDORSE OR RECOMMEND THE SERVICES OF ANY PARTICULAR SERVICE PROVIDER. THE DECISION TO ENTER INTO AN AGREEMENT FOR WORK BELONGS ENTIRELY TO THE USER. WE DO NOT WARRANT SERVICE PROVIDER’ PERFORMANCE ON THE JOB OR THE QUALITY OF GOODS, MATERIALS, EQUIPMENT OR SERVICES FURNISHED BY SERVICE PROVIDER. WE DO NOT CONTRACT FOR OR PERFORM, AND ARE NOT RESPONSIBLE FOR, ANY OF THE SERVICES REQUESTED BY THE USER IN THE SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF ANY SERVICE PROVIDER OR THE SERVICE PROVIDER’S ABILITY TO PROVIDE A SERVICE COMPLIANT WITH THE USER’S SERVICE REQUEST. YOU EXPRESSLY ACKNOWLEDGE THAT WE MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE QUALITY OF SERVICES RENDERED BY ANY SERVICE PROVIDER.
The ZYYAH Platform contains confidential and proprietary information, materials, data, databases, contents, processes, methodologies, know-how, software, text, displays, images, video, audio, trademarks, logos, service marks, visualizations, algorithms, screen layouts, application flows, knowledge content, features and functionality, and the design, selection, implementation, and arrangement thereof are owned by ZYYAH, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade dress, trade secret and other intellectual property or proprietary rights laws (collectively, the “Content”).
The Content of the Platform, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through this Platform may not be copied, distributed, modified, reproduced, published, or used, in whole or in part, except for purposes authorized or approved in writing by ZYYAH <<what about information provided by Zember and stored in Vault>>. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, content, or other proprietary information (including, without limitation, images, text, page layout, or form) of ZYYAH without our express written consent. You will not challenge, contest or otherwise take any action inconsistent with ZYYAH’s rights in and to the Content. In the event that any Content is infringed by another person, ZYYAH will assert all rights available by law against that person.
By submitting User Contributions or any other content on or through our Service, you hereby grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide, fully paid license (with the right to sublicense) to use, copy, transmit, modify, display and distribute such content (i) to the extent necessary to provide the Service; (ii) for internal business purposes; (iii) to evaluate your eligibility to use our Service and Third Party Services, in our sole discretion, as well as to create and present to you relevant new offerings from ZYYAH and our partners, (iv) to improve, modify and adapt our Service, and (v) for any other lawful purpose. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to the Service Data and any content or materials that you submit to your ZYYAH account or the Service.
Such use is subject to our rights and obligations set forth in our privacy policy in effect as posted at http://zyyah.com/privacy-policy. Examples of use may include, without limitation, the following:
1. Provide relevant data to our Service and third-party providers and applications (“Apps”) that utilize functionality from your account to fulfill their services and evaluate your eligibility for additional services; 2. Send communications on your behalf to effect the intended purposes of the applicable Service, e.g., sending job scheduling emails, sending en-route text notifications, offering your marketing promotions; 3. Make your services available on our and third-party Booking Services that we partner with; 4. Generate invoices to you and collect payment thereon; 5. Verify your identity, and prevent fraud or other unauthorized or illegal activity; 6. Analyze and create anonymized aggregate industry trends and analytics to improve the Service and create new features and offerings; 7. Provide User support to you; 8. Use the names, trademarks, service marks and logos associated with your company to promote the Service; 9. Provide you with job applicants potentially looking for jobs in your industry; 10. Send you offers and marketing materials from ZYYAH and any of our partners or affiliates that we believe may be of interest to you, and 11. any other use that we, or a third-party App or partner, describe at the point where we collect data or information with your consent.
Aggregated & Statistical Service Data Rights. Notwithstanding any other provision of this Agreement, ZYYAH shall own all right, title and interest to any anonymized, aggregated and statistical data created, generated and/or derived from the User Contributions and use of the Service. If ZYYAH does not automatically own any anonymized aggregated and statistical data upon its creation, You hereby assign all right, title and interest, including intellectual property rights, in and to such aggregated and statistical data to ZYYAH.
You hereby grant to ZYYAH a non-exclusive, irrevocable, perpetual, unlimited, worldwide license to use and permit others to use, at no cost, your name, photograph, video and voice (from any recordings you provide or upload, or recordings made by us that include you), statements, likeness, and personal characteristics (“Materials”) in connection with the ZYYAH’s business purposes, including but not limited to, advertising and commercial exploitation, in any format now known or hereafter developed at the ZYYAH’s sole discretion. Such uses of the Materials may include, but are not limited to: use on the ZYYAH’s website, use on social media, use of Materials within advertising, promotional, and educational communications, use for training, and any other public use in furtherance of the Company’s business purposes.
We try to be as accurate as possible when describing the products and services on the Website and Application; however, we do not warrant that the service or product descriptions, colors, information or other content available on the Website or Application are accurate, complete, reliable, current, or error-free. The information presented on or through the Website or Application is made available solely for general information purposes. Any reliance you place on such information is strictly at your own risk. ZYYAH disclaims all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website or Application, or by anyone who may be informed of any of its contents.
The property information registered or available on the Platform are the sole responsibility of the Member (who may be the owner or a property manager or duly authorized agent of the owner) and we specifically disclaim any and all liability arising from the alleged accuracy of the property, reviews, listing details or any alleged breaches of contract on a User’s part. We assume no responsibility to verify property listing content or the accuracy of the property registration, including but not limited to any information ZYYAH populates regarding a property from publicly available records and information. Members are solely responsible for ensuring the accuracy of the User Contributions and Service Providers are solely responsible for verifying the accuracy of its descriptions for services offered, and any content received through the Website and Application from Members.
The Website or Application may contain typographical errors or inaccuracies and may not be complete or current. ZYYAH reserves the right to correct any errors, inaccuracies or omissions (including after a service has been requested) and to change or update information at any time without prior notice. Please note that such errors, inaccuracies or omissions may relate to pricing and availability, and we reserve the right to cancel or refuse to accept any service requested based on incorrect pricing or availability information. We apologize for any inconvenience.
This Website or Application may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by ZYYAH, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of ZYYAH. ZYYAH and its affiliates are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
The Platform may contain interactive forums, online questions & answers, online User reviews, and other interactive features (collectively, “Interactive Services”) that allow Users to post, submit, publish, display, upload or transmit to other Users or other persons content or materials (collectively, “User Contributions”) on or through the Platform.
You are responsible for all User Contributions you provide, and which must comply with the Content Standards set out in these Terms of Use. Any User Contribution posted on the Platform for the public will be considered non-confidential and non-proprietary. By providing any User Contribution on the Platform, you grant ZYYAH and ZYYAH’s affiliates and Service Providers, and each of the respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
You represent and warrant that: (a) you own or control all rights in and to the User Contributions and have the right to grant the license granted above to ZYYAH and its affiliates and service providers, and each of the respective licensees, successors and assigns; and (b) all of your User Contributions do and will comply with these Terms of Use. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not ZYYAH, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness. ZYYAH is not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Website or Application.
You may post reviews, comments, photos, videos, and other content; send e-cards and other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content complies with the Content Standards and is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of “spam” or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of a card or other content. ZYYAH reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content.
If you do post content or submit material, and unless we indicate otherwise, you grant ZYYAH a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works from, distribute, and display such content throughout the world in any media. You grant ZYYAH and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that you own or otherwise control all of the rights to the content that you post; that the content is accurate; that use of the content you supply does not violate this policy and will not cause injury to any person or entity; and that you will indemnify ZYYAH for all claims resulting from content you supply. ZYYAH has the right but not the obligation to monitor and edit or remove any activity or content. ZYYAH takes no responsibility and assumes no liability for any content posted by you or any third party.
You represent and warrant that if you are making online payments that (a) any credit card, debit card, electronic payment method or digital wallet (e.g., PayPal, Venmo, etc.), or bank account information you supply is true, correct, and complete, (b) charges incurred by you will be honored by your credit/debit card company or bank, (c) you will pay the charges incurred by you in the amounts posted, including, without limitation, any applicable taxes, and (d) you are the person in whose name the payment method was issued and you are authorized to make a purchase or other transaction with the relevant payment method. If ZYYAH is unable to secure funds from the payment method you provide for any reason, including insufficient funds in the payment method or insufficient or inaccurate information provided by you when submitting electronic payment, ZYYAH may undertake further collection action, including application of fees to the extent permitted by law. You acknowledge and agree that you will not dispute the charges from ZYYAH with the payment method company, provided the transactions correspond to the terms indicated in these Terms of Use.
Any refunds or disputes related to goods or services provided by, or payments made to, a Service Provider are to be directed to and addressed by that Service Provider.
When you use the Service, or send e-mails, messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that, to the fullest extent permitted by law, (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing. ZYYAH may contact you by telephone, mail, SMS/Text, Push Notifications, Authenticator application, or email to verify your Account information. ZYYAH may request further information from you and you agree to provide such further information to ensure that you have not fraudulently created your Account. If you do not provide this information in the manner requested within 14 days of the request, we reserve the right to suspend, discontinue, or deny your access to and use of the Service until you provide the information to us as requested.
By establishing your ZYYAH Account, you are agreeing to be contacted by or on behalf of ZYYAH inclusive of its agents, affiliates and independent contractors, or a Platform Service Provider (and a Service Provider, as applicable) at the mobile number you have provided, including calls, push notifications, in-app chat, in-app notifications, and text messages, to receive informational, product or service related (e.g., progress tracking, reminders, etc.) messages and communications relating to the Services or other ZYYAH product offerings. Message and data rates may apply. . Opting out of our text messages or push notifications may limit certain functionality available to you on the Platform. If you subscribe to multiple types of text messages from us, we may unsubscribe you from the service that most recently sent you a message or respond to your STOP message by texting you a request to identify services you wish to stop. Please note, that by withdrawing your consent, some Services may no longer be available to you. Keep in mind that if you stop receiving text messages from us you may not receive important and helpful information and reminders about your Services.
The ZYYAH Platform enables Users to send messages to each other. You agree that you are the sender of these communications, not ZYYAH, and that you have obtained all necessary consents from the recipients of such text messages to receive such text messages. You also agree that ZYYAH is not liable to you, your employees or independent contractors, or your potential or actual Users for any such communications. You further agree that you will indemnify, defend and hold harmless ZYYAH from any claims that these communications violate any federal or state law or regulation.
You also agree that all personal information you provide to register with the Service is governed by our Privacy Policy, and you consent to all actions ZYYAH takes with respect to your personal information consistent with its Privacy Policy. Where it is permitted by law, ZYYAH may rely on implied consent. You also represent and warrant that you have obtained all necessary consents for any communications to your employees and Users that are facilitated by or delivered via our Service.
You hereby authorize ZYYAH to communicate to third parties on your behalf (including your Users, prospects, and Service Providers), whether via telephone calls, SMS/text messaging, push notifications, in-app Chat, in-app notifications, emails or otherwise, you hereby represent and warrant that you and ZYYAH are authorized to engage in such communications, that you shall be deemed to be the sender or originator of such communications, and that such communications shall comply with all applicable laws, rules and regulations, including but not limited to the Telephone Consumer Protection Act, the Telemarketing Sales Rule, CANSPAM, and Federal, State and internal Do-Not-Call lists, and any applicable privacy laws and regulations.
Links to third party websites may appear on the Website or Application. Links to third party websites are provided for your convenience only. ZYYAH has no control over the contents of those sites or resources and does not review, approve, monitor, endorse, warrant, or make any representations with respect to the third-party websites. ZYYAH does not accept any responsibility for the third-party websites or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Website or Application, you do so entirely at your own risk and subject to the terms and conditions of use for the third-party websites and not by these Terms of Use.
The content standards in this Section (the “Content Standards”) apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not: (a) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable; (b) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (c) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person; (d) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and the Privacy Policy; (e) be likely to deceive any person; (f) promote any illegal activity, or advocate, promote or assist any unlawful act; (g) be used to threaten, harass, annoy, inconvenience or be likely to upset, embarrass, alarm, cause anxiety, or annoy any other person; (h) impersonate any person, or misrepresent your identity or affiliation with any person or organization; (i) involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising or promotional material, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation or otherwise in a manner that violates the Controlling the Assault of Non-Solicited Pornography and Marketing Act (U.S. CAN-SPAM Act of 2003); or (j) give the impression that they emanate from or are endorsed by ZYYAH or any other person or entity, if this is not the case.
You may use the Platform for your personal, non-commercial use only, and in accordance with these Terms of Use, except for purposes authorized or approved in writing by ZYYAH, such as through registration as a Service Provider with ZYYAH. Except as expressly permitted in accordance with these Terms of Use, you must not reproduce, repurpose, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, use, sell, re-sell, access, or transmit any portion of the Website, Application, or Content.
You must not use the Platform to harm others or the Platform itself. You agree not to: (a) use the Platform in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries); (b) access or use the Platform to build a similar or competing service, website, or application; (c) reverse engineer any portion of the Platform; (d) use the Platform for the purpose of exploiting, harming or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise; (e) collect or store personal data about other account users or attempt to gain access to other user accounts or otherwise mine information about the Platform or the users of either, except as expressly permitted in these Terms of Use and Privacy Policy; (f) use the Platform to send, knowingly receive, upload, download, use or re-use any material which does not comply with the Content Standards set out in these Terms of Use; (g) use 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; (h) introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful; (i) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Platform, the server on which the Platform is stored, or any server, computer, network device, security device, or database connected to the Platform; or (j) use any device, software, or technology to attack the Platform or otherwise attempt to interfere with the proper working of the Platform; (k) use the Service to transmit unsolicited commercial electronic messages; (l) offer goods or services, or post or upload Content that imply or promote support or funding of, or membership in, a terrorist organization; (m) directly or indirectly, use any of our Service for timesharing or service bureau purposes or otherwise for the benefit of a third party, other than as specifically authorized herein.
IMPROPER USE OF THE PLATFORM, CONTENT, USER CONTRIBUTIONS OR SERVICES WILL RESULT IN LOSS OF YOUR ACCOUNT ACCESS AND MAY RESULT IN CIVIL AND CRIMINAL LIABILITIES AND ENFORCEMENT FOR DAMAGES TO THE FULLEST EXTENT OF APPLICABLE LAW. Further, improper use of the Platform or any and/or all Content and User Contributions automatically terminates any rights set forth in this Section 16 without prejudice to any other remedy provided by applicable law or these Terms of Use.
ZYYAH will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Platform infringes your copyright, you may request removal of those materials (or access to them) from the Platform by submitting written notification to ZYYAH’s agent as designated below (“Copyright Agent”). In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include substantially the following: (a) your physical or electronic signature, (b) identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Platform, a representative list of such works, (c) identification of the material you believe to be infringing in a sufficiently precise manner to allow ZYYAH to locate that material, (d) adequate information by which ZYYAH can contact you (including your name, postal address, telephone number and, if available, e-mail address), (e) include both of the following statements in the body of the DMCA Notice: (i) “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”, and (ii) “I hereby state that the information in this DMCA Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective. Please be aware that if you knowingly materially misrepresent that material or activity on the Platform is infringing your copyright, you may be held liable for damages (including costs and attorneys’ fees) under Section 512(f) of the DMCA. ZYYAH will disable and/or terminate the accounts of Users who are repeat infringers.
ZYYAH retains all right, title, and interest in and to the Platform, Content, and the services and any information, products, documentation, software, or other materials on the Platform, and any patent, copyright, trade secret, trademark, service mark, or other intellectual property, or proprietary right in any of the foregoing, except for information or Content on the Platform licensed by ZYYAH. You agree not to store, copy, modify, reproduce, retransmit, distribute, disseminate, rent, lease, loan, sell, publish, broadcast, display, or circulate such information to anyone. Use, reproduction, copying, or redistribution of ZYYAH trademarks, service marks, and logos are strictly prohibited without the prior written permission of ZYYAH. The immediately foregoing sentence also applies to any third party trademarks, service marks, and logos posted on the Platform. Nothing contained on the Platform should be construed as granting, by implication, estoppel, waiver, or otherwise, any license or right to use any trademarks, service marks, or logos displayed on the Platform without the written grant thereof by ZYYAH or the third party owner of such trademarks, service marks, or logos. The Platform may contain other proprietary notices and copyright information, the terms of which you agree to follow
In the event that you provide comments, suggestions, enhancements or recommendations to the Platform, products or services (including, without limitation, with respect to modifications, enhancements, improvements and other changes to the products and services) (collectively, “Feedback“). We always appreciate your Feedback and other suggestions about our products and services; however, you should know that we may use them without any restriction or obligation to compensate you, and we are under no obligation to keep them confidential. In accordance with this, you hereby grant ZYYAH a world-wide, royalty free, irrevocable, perpetual license to use Feedback for any purpose whatsoever.
ZYYAH is committed to being compliant with the Controlling the Assault of Non-Solicited Pornography and Marketing Act (“CAN-SPAM ACT”) and the Telephone Consumer Protection Act (“TCPA”). You consent to receive text messages, push notifications, chat messages, and the like from us as set forth in Section 12, above (Consent to Receive Calls and Text Messages). Emails, newsletters, and text messages received from us are intended to fully comply with the CAN-SPAM ACT and the TCPA. In the event you receive an email or text message from us which you do not believe is fully compliant with the CAN-SPAM ACT or the TCPA, please contact us immediately at the address listed below under the section “Contact Us.”
You shall not use or permit any of your family members, employees, agents, or affiliates to market, promote, or solicit ZYYAH products or services in ways that would violate the CAN-SPAM ACT, the TCPA or any other laws. You shall not: (a) infringe on the rights of others; distribute chain letters or unsolicited bulk electronic mail (“spamming”); (b) propagate computer worms or viruses; (c) use a false identity; (d) attempt to gain unauthorized entry to any site or network; or (e) infringe copyrights, trademarks, or other intellectual property rights.
You further agree to comply with U.S. export laws concerning the transmission of technical data and regulated materials via the Internet. You agree to indemnify and hold ZYYAH and its affiliates harmless for any and all acts found or suspected to be in violation hereof. You shall indemnify and hold ZYYAH and its affiliates harmless against and from losses, damages, costs, and reasonable attorney fees incurred in defending or resolving any suits brought against ZYYAH or any of its affiliates by anyone arising out of any alleged violation of any anti-spamming rules, regulations, laws, statutes. Your Account will be terminated for any of the above infractions.
You may link to the Website, provided you do so in a way that is fair and legal and does not damage ZYYAH’s reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on the part of ZYYAH without the express written consent. The website from which you are linking, or on which you make certain content accessible, must comply in all respects with Content Standards set out in these Terms of Use.
ZYYAH has the right to: (a) remove or refuse to post any User Contributions for any or no reason in its sole discretion, (b) take any action with respect to any User Contribution that ZYYAH deems necessary or appropriate in its sole discretion, including if ZYYAH believes that such User Contribution violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Website or Application or the public or could create liability for ZYYAH, (c) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy, (d) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Website or Application, and (e) terminate or suspend your access to all or part of the Website or Application for any or no reason, including without limitation, any violation of these Terms of Use. Without limiting the foregoing, ZYYAH has the right to fully cooperate with any law enforcement authorities or court order requesting or directing ZYYAH to disclose the identity or other information of anyone posting any materials on or through the Website or Application.
ZYYAH does not undertake to review the material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, ZYYAH assumes no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. ZYYAH has no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
This Terms of Use will remain in full force and effect while you use the Service and any entitlements for use of, or license to, User Contributions will continue when use of the Service if discontinued. Unless otherwise explicitly agreed to, you may terminate your account at any time, for any reason. To cancel an account, please send an email to support@zyyah.com. If you terminate your account, your account will be disabled within 14 days, however, you shall not receive any refund of any fees unless explicitly stated otherwise herein. We may terminate your account or this Terms of Use at any time, with or without cause, by sending notice to you at the email address you provide in your Account registration, or such other email address as you may later provide to us. All decisions regarding the termination of accounts shall be made in our sole discretion. We are not required to provide you notice prior to terminating your account. We are not required, and may be prohibited, from disclosing a reason for the termination of your account. The provisions of these Terms of Service shall survive and continue to apply after our relationship expires or has been terminated for any reason, except where otherwise required by the context. Upon termination of your account, we may retain your information, including User Contributions, but we have no obligation to do so.
These supplemental terms apply to Service Providers in addition to the other provisions of these Terms of Use. In the event of a conflict between these supplemental terms and any other terms herein, the supplemental terms of this section shall prevail.
A Service Provider is any individual person, company, partnership, sole proprietor, or legal entity providing direct or indirect access to goods, services, business leads or contacts, recommendations, endorsements, or advice to Users or ZYYAH through the use of the Platform. Service Provider is solely responsible and accountable for the actions of any of employees, family members, contractors, sub-contractors, or affiliates using the Platform on behalf of the Service Provider.
To be a service provider using the Platform (“Service Provider”, “ZYYAH Pro”, or “you”) you represent and warrant that Service Provider is in good standing with the jurisdiction where Service Provider may be licensed or, if applicable, organized, and must agree to comply with all laws, and other rules and regulations applicable to you as a Service Provider or otherwise. Your relationship with a ZYYAH User is directly between you and the User. ZYYAH is not an insurer or financial institution and does not provide insurance or financial products or services. As set forth more fully below, Service Provider is solely responsible for all agreements, consents, notices, and other interactions with Users and other consumers. THE PLATFORM IS NOT MEANT TO SUBSTITUTE OR MODIFY YOUR PROFESSIONAL JUDGMENT IN ANY WAY AS TO INSURABILITY OR CREDITWORTHINESS OF A USER OR THE APPROPRIATENESS OF A FINANCIAL PRODUCT FOR A USER.
ZYYAH does not provide any insurability or financial advice, legal advice, or representations in any way regarding any legal or financial issues associated with Service Provider, or the goods, or services offered by Service Provider, including but not limited to the financial condition of Service Provider or compliance with any state or federal laws and regulations. Service Provider should seek legal counsel regarding any legal and compliance issues and should not rely on any materials or content associated with the Platform or the services offered on the Platform in determining Service Provider’s compliance obligations under law. Service Provider and ZYYAH agree that ZYYAH is not providing to Users or anyone else, financial, insurance or legal advice.
Service Provider will use the Platform only in accordance with industry standards. While software products such as the Platform can facilitate and improve the quality of service that Service Provider can offer consumers, many factors can affect a whether a User selects Service Provider services. Service Provider shall be solely responsible for its use of the Platform, and the provision of services to Users by Service Provider. IN THIS REGARD, SERVICE PROVIDER RELEASES ZYYAH, ITS AFFILIATES, AND ITS OR THEIR RESPECTIVE LICENSORS AND WAIVES ANY AND ALL POTENTIAL CLAIMS AGAINST ZYYAH, ITS AFFILIATES, AND ITS OR THEIR RESPECTIVE LICENSORS AS A RESULT OF SERVICE PROVIDER’S USE OF THE PLATFORM, AND THE PROVISION OF SERVICES TO USERS BY SERVICE PROVIDER, AND SERVICE PROVIDER AGREES TO DEFEND, INDEMNIFY AND HOLD ZYYAH, ITS AFFILIATES, AND ITS OR THEIR RESPECTIVE LICENSORS HARMLESS FROM ANY CLAIM BY OR ON BEHALF OF ANY USER OF SERVICES BY SERVICE PROVIDER, OR BY OR ON BEHALF OF ANY OTHER THIRD PARTY OR PERSON CLAIMING DAMAGE BY VIRTUE OF A FAMILIAL OR FINANCIAL RELATIONSHIP WITH SUCH USER, WHICH IS BROUGHT AGAINST ZYYAH, REGARDLESS OF THE CAUSE IF SUCH CLAIM ARISES FOR ANY REASON WHATSOEVER, OUT OF SERVICE PROVIDER’S USE OR OPERATION OF THE PLATFORM, OR SERVICE PROVIDER CONENT PROVIDED BY SERVICE PROVIDER. To the extent applicable, Service Provider will obtain ZYYAH’s prior written consent to any settlement or judgment in which Service Provider agrees to any finding of fault of ZYYAH or defect in the Platform. ZYYAH will promptly notify Service Provider in writing of any claim subject to this indemnification, promptly provide Service Provider with the information reasonably required for the defense of the same, and grant to Service Provider exclusive control over its defense and settlement.
If you submit, upload, transmit, or post any consents, notices, advice, recommendations, comments, files, videos, images, or other materials to us or our Platform (“Service Provider Content”) or provide any Service Provider Content to Users or other consumers, you agree not to provide any Service Provider Content that (a) is defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (b) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets, or intellectual property rights of any person or entity, (c) contains or transmits a virus or any other harmful component, or (d) violates the Content Standards. Service Provider is solely responsible for obtaining all necessary agreements and consents from, and providing all required notices to, Users and other consumers. You agree not to contact other Users through unsolicited e-mail, telephone calls, mailings, or any other method of communication. You represent and warrant to ZYYAH that you have the legal right and authorization to upload all Service Provider Content to the Platform. ZYYAH shall have a royalty-free, irrevocable, transferable right and license to use the Service Provider Content however ZYYAH desires, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from or sell or distribute such Service Provider Content or incorporate such Service Provider Content into any form, medium, or technology throughout the world. ZYYAH is and shall be under no obligation: (i) to maintain any Service Provider Content in confidence; (ii) to pay to you any compensation for any Service Provider Content; or (iii) to respond to any Service Provider Content.
ZYYAH does not regularly review Service Provider Content but does reserve the right (but not the obligation) to monitor and edit or remove any Service Provider Content submitted to the Website and Application. You grant ZYYAH the right to use the name that you submit in connection with any Service Provider Content. You agree not to use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any Service Provider Content. You are and shall remain solely responsible for the content of any Service Provider Content you post to the Platform or provide to Users or other consumers. ZYYAH and its affiliates take no responsibility and assume no liability for any Service Provider Content submitted by you or any third party.
Individual User data entered or imported by Service Providers shall remain the property of the Service Provider. User grants ZYYAH and its affiliates and service providers the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such User data as may be necessary to provide the Service to you and other Users, and for ZYYAH’s internal business uses, and any other uses permitted by law, subject to the ZYYAH privacy policy, located at http://zyyah.com/privacy-policy/.
Service pricing data entered or imported by Service Provider shall remain the property of the Service Provider. We will not share the individual price data with a third party without the consent of the Service Provider, however, we reserve the right to anonymize and aggregate pricing data and use such data for our business purposes.
Service Provider agrees to process, accept, and record all User payments for all goods, services, and related fees provided by the Service Provider to the User for all business initiated or sourced as a result of the Service Provider using the ZYYAH Platform; whether it be the first-time providing services to the User, a subsequent time, or as part of a recurring regularly scheduled service or service plan. Payment processing can be performed by either the Service Provider or the User, and provides for payment types such as credit card, bank account ACH, cash, check, Apple Pay, Google Pay, Paypal, Venmo, and Zelle. Payment types other than cash and check will be processed utilizing a Payment Processor such as Stripe or Paypal. For User payments made by cash or check, the Service Provider will use the ZYYAH Platform to accurately record the date, amount, and other required information related to the payment for all goods and services provided by the Service Provider to the Users. We currently use Stripe as our Payment Processor. By registering a Payment Processor Account you agree to be bound by the Stripe Services Agreement and Stripe Connected Account Agreement, and any other terms contained therein. ZYYAH is not liable for the acts or omissions of any third party, including any Payment Processor. You may provide certain payment processing information including but not limited to dates, amounts and forms of payments you receive. You warrant that all information they provide or submit, including but not limited to User Contributions, is complete, accurate and current.
Using the ZYYAH Platform, the Service Provider agrees to establish an account (“Payment Processor Account”) with each applicable Payment Processor. By establishing the Payment Processor Account, the Service Provider agrees to abide by all terms and conditions, terms of service, terms of use, or similar type required user agreements of each applicable Payment Processor. Establishing the account will include linking the Payment Processor Account to an external bank account. The external bank account will be used to transfer money into and out of the Payment Processor Account of the Service Provider. Failure to link an external bank account will limit functionality available to the Service Provider. Any eligible funds available in the Service Provider’s Payment Processor Account will be transferred to their external bank account (“Payout Processing”).
In the event a Service Provider’s Payment Processor Account has or is reasonably expected to have a negative balance (eg insufficient funds to cover a ZYYAH charge or cost transfer), Service Provider authorizes ZYYAH and the Payment Processor to direct debit the Service Provider’s linked external bank account for an amount necessary to bring their Payment Processor Account to a zero balance.
Service Provider agrees to pay all fees levied by the Payment Processor for the processing of payments between the Service Provider and User. Such fees will be promptly and automatically charged to the Service Provider’s Payment Processor Account by ZYYAH as a pass-through charge with no markup. Examples of such charges include typical credit card or ACH processing fees.
For payments processed by the Service Provider on the ZYYAH Platform, the Service Provider is the official Merchant of Record and responsible for all financial aspects, interactions, and disputes with the User; the ZYYAH platform is only facilitating the payment processing “On Behalf Of” the Service Provider. Any refunds or credits due between the Service Provider and the User are the responsibility of the Service Provider.
We will deposit to your bank account (defined as the external bank account as specified in your ZYYAH account) the amounts actually received by us for transactions submitted through the Service (less any applicable Fees and any money that you owe ZYYAH). We reserve the right to revise our payout schedule. Once your US bank account information is verified, we will automatically initiate a payout to your designated bank account at the end of every business day except as provided below. Payouts to your bank account will normally register within 2-3 business days subject to your bank’s policies. We may offer you the ability to direct funds to multiple accounts.
Funds for any given transaction will not be deposited until the transaction is deemed complete. Transactions will be deemed complete when we or the designated financial institutions have accepted the transaction or funds. We will attempt to rectify processing errors that we discover and may withhold funds pending our investigation of any such errors. You are responsible for monitoring your transactions and ensuring that our payments to you are correct. You must notify us of any errors in payments made to you within sixty (60) days of the error first appearing on your electronic transaction history, and failure to do so will be deemed a waiver of any right to amounts owed to you. However, notification within such a sixty (60) day period does not ensure that any such error will be able to be corrected.
From time to time, and in our sole discretion, we review account and transaction activity, including when bank transfers are initiated, to evaluate your eligibility, or continued eligibility, to access our processing and other financial related product offerings. This review checks for, among other things, suspicious or illegal activity, and whether your account activity and the activity of users with whom you’ve transacted comply with this Terms of Use. In connection with our review process, you may be required to provide us with additional information and/or documentation to verify your identity, business information, or financial standing. We also may obtain information from third parties, including but not limited to consumers and banks, and we may contact your Users to obtain relevant information. We may limit your account and your access to money in it or that is sent to you until verification is completed.
Reviews may result in limiting your access to or restricting certain functionality of the ZYYAH Platform. Additionally, we may take these actions if you knowingly or unknowingly were a participant in a payment that was made from a stolen card, compromised bank account, or compromised ZYYAH account.
The Service Provider agrees to be solely accountable for correct and accurate determination, assessments, collection, withholding, reporting and remittance of all applicable Taxes for all jurisdictions applicable to the goods and services provided by the Service Provider to the User, and all business or revenue related taxes of the Service Provider.
If in a given calendar year you receive more than $600 in gross amount of payments, we will report annually to the Internal Revenue Service (“IRS”), as required by law, your name, business name, address, Tax Identification Number the total dollar amount of the payments you receive in a calendar year, and the total dollar amount of the payments you receive for each month in a calendar year. It is your responsibility to ensure that your business name and Tax Identification Number as provided to ZYYAH are accurate and up to date.
All goods and services sold by Service Provider as a result of using the ZYYAH Platform are subject to a ZYYAH Service Fee and may be eligible for a discount. The Service Provider agrees to pay all applicable ZYYAH Service Fees. The amount of the ZYYAH Service Fees and discounts are determined solely and exclusively by ZYYAH, and ZYYAH reserves the right to change the ZYYAH Service Fee or discount at any time. Whenever possible, the ZYYAH Service Fee amount will be determined based upon the User Payment amount, and automatically deducted from the User Payment amount, or automatically transferred out of the Service Provider’s Payment Processor Account. In the event ZYYAH determines an invoice has been issued by the Service Provider to a User and no User Payment has been recorded in the ZYYAH System over an adequate period of time (as determined exclusively by ZYYAH), ZYYAH will determine the ZYYAH Service Fee relative to the amount of the invoice and automatically charge the Service Provider’s Payment Processor Account this fee.
ZYYAH may compensate eligible ZYYAH Pro’s for influencing consumers to register on the ZYYAH Platform as a Zember, whereby such influence can be attributed to actions taken by the ZYYAH Pro in having the consumer register on the Platform as a Zember and purchase goods or services from Service Providers on the platform (“ZYYAH Pro Commissions”). The amount of the ZYYAH Pro Commissions is determined solely and exclusively by ZYYAH, and ZYYAH reserves the right to change the ZYYAH Pro Commission amounts at any time without notice. To be eligible to receive commission payments (Commission Payouts), the ZYYAH Pro is required have an active ZYYAH Pro user Account in good standing, to have setup a Payment Processor Account, and linked an external bank account to that Payment Processor Account; Commission Payouts will be delivered via the Payment Processor Account. ZYYAH will accrue ZYYAH Pro Commissions earned on behalf of the ZYYAH Pro, and Commission Payouts will occur on a schedule determined at the sole discretion of ZYYAH.
You are solely responsible for all User service issues between you and your Users relating to your services, including pricing, fulfillment, cancellation by you or User, returns, refunds and adjustments, rebates, functionality and warranty, technical support, and feedback, reviews, or ratings concerning experiences with your personnel, policies or processes. In performing User service, you will always present yourself as a separate entity from us.
SERVICE PROVIDERS ARE SOLELY RESPONSIBLE FOR THEIR INTERACTIONS WITH USERS. USERS’ RIGHTS UNDER CONTRACTS A CONSUMER ENTERS INTO WITH SERVICE PROVIDERS ARE GOVERNED BY THE TERMS OF SUCH CONTRACTS AND BY APPLICABLE FEDERAL, STATE, PROVINCIAL AND LOCAL LAWS. SHOULD A USER HAVE A DISPUTE WITH ANY SERVICE PROVIDER, THE USER MUST ADDRESS SUCH DISPUTE WITH THE SERVICE PROVIDERS DIRECTLY. WE ARE NOT A PARTY OR THIRD- PARTY BENEFICIARY TO THE CONTRACTS BETWEEN USERS AND SERVICE PROVIDERS. YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND A USER OF YOURS DOES NOT INVOLVE ZYYAH. YOU EXPRESSLY AGREE THAT ZYYAH IS ENTITLED TO BE REIMBURSED FROM ANY MONEY OWED TO YOU, OR IN YOUR ACCOUNT, IN THE EVENT ZYYAH IS REQUIRED TO ADVANCE FUNDS ON YOUR BEHALF DUE TO A USER CHARGING BACK A CREDIT CARD PAYMENT PROCESSED BY ZYYAH AND PAID TO YOU. YOU AGREE TO FULLY COOPERATE IN THE EVENT WE RECEIVE A COMPLAINT FROM A USER ABOUT YOU OR YOUR SERVICES.
Should we need to conduct an investigation or resolve any suspicious activity or pending dispute related to an Account, we may delay payout or restrict access to your funds for the entire time it takes for us to do so. We also may delay payout or restrict access to your funds as required by law or court order, or if otherwise requested by law enforcement or governmental entities.
The amount of a transaction may be reversed or charged back to your bank account (a “Chargeback”) if the transaction (a) is disputed, (b) is reversed for any reason by the Card Associations (defined below), our processor, or a payer’s or our financial institution, (c) was not authorized or we have any reason to believe that the transaction was not authorized, or (d) is allegedly unlawful, suspicious, or in violation of the terms of this Terms of Use.
There is a non-refundable $25 fee for each Chargeback regardless of the outcome of the dispute.
Contesting Chargebacks; Our Collection Rights for Chargebacks. For any transaction that results in a Chargeback, we may withhold the Chargeback amount in a Reserve (defined below). In the event a consumer charges back a payment that we have processed and caused funds to be delivered to your account, our payment processor Stripe may withhold or take back such amounts while the charge is in dispute. In such event, if your account does not have sufficient funds, we may be required to advance such funds to Stripe on your behalf. If this occurs, you agree that we are entitled to be reimbursed by you immediately, and that your sole remedy lies with your User and your User’s bank. We may deduct the amount of any Chargeback and any associated fees, fines, or penalties assessed by the card-issuing bank or organization (“Card Association”) or our processor from your bank account (including without limitation any Reserve), from any proceeds due to you, your bank account, or from any other payment instruments registered with us. If you have pending Chargebacks, we may delay payouts to your bank account. Further, if we reasonably believe that a Chargeback is likely with respect to any transaction, we may withhold the amount of the potential Chargeback from payments otherwise due to you under this Terms of Use until such time that (a) a Chargeback is assessed due to a User’s complaint, in which case we will retain the funds, (b) the period of time under applicable law or regulation by which the User may dispute that the transaction has expired or (c) we determine that a Chargeback on the transaction will not occur. If we are unable to recover funds related to a Chargeback for which you are liable, you will pay us the full amount of the Chargeback immediately upon demand. You agree to pay all costs and expenses, including without limitation attorneys’ fees and other legal expenses, incurred by or on behalf of us in connection with the collection of all the Account deficit balances unpaid by you.
Any bank account or Card information may be held by ZYYAH in order to satisfy any account balances, disputes, refunds, Chargebacks or other liabilities or obligations after leaving or terminating the Service.
If we determine, in our sole discretion, that you are incurring an excessive amount of Chargebacks, we may establish controls or conditions governing your account, including without limitation, by (a) establishing new processing Fees, (b) creating a Reserve in an amount reasonably determined by us to cover anticipated Chargebacks and related fees, (c) delaying payouts and (d) terminating or suspending your access to the Service.
If we have reasonable suspicion of misuse, we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in a separate reserve account (a “Reserve”) to secure the performance of your payment obligations under this Terms of Use. We may require a Reserve for any reason, including if you have a high rate of Chargebacks or refunds, or other indications of performance problems related to your use of the Service. The Reserve will be in an amount as reasonably determined by us to cover anticipated Chargebacks, returns, unshipped merchandise and/or unfulfilled products or services or credit risk based on your processing history or such amount designated by our processor. The Reserve may be raised, reduced or removed at any time by us, in our sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in our favor, or otherwise as we or our processor may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated with your account, including but not limited to any funds (a) due to you under this Terms of Use or (b) available in your bank account, or other payment instrument registered with us. You grant us a security interest in and lien on any and all funds held in any Reserve, and also authorize us to make any withdrawals or debits from the Reserve, without prior notice to you, to collect amounts that you owe us under this Terms of Use, including without limitation for any reversals of deposits or transfers made to your bank account.
You agree to process returns, and provide refunds and adjustments, for your goods or services through your Account in accordance with these terms and any applicable Card Association Rules. Card Association Rules may require that you will (a) maintain a fair return, cancellation or adjustment policy, (b) disclose your return or cancellation policy to Users at the time of purchase, (c) not give cash refunds to a User in connection with a Card sale, unless required by law and (d) not accept cash or any other item of value for preparing a Card sale refund. You are responsible for knowing and adhering to the Card Association Rules applicable to you, and ZYYAH will not be liable for any violation by you of the Card Association Rules. The amount of the refund/ adjustment must include any associated taxes required to be refunded and cannot exceed the amount shown as the total on the original sales data except by the exact amount required to reimburse the User for postage that the User paid to return merchandise. If you accept returns and are making an uneven exchange of merchandise (e.g., the sales price is not the same), you must issue a credit for the total amount of the merchandise being returned and complete a new sale for any new merchandise. Please be aware, if your refund policy prohibits returns or is unsatisfactory to the buyer, you may still receive a Chargeback relating to such sales. You can process a refund through your account up to sixty (60) days from the day you accepted the payment. If the balance in your account is insufficient to cover the refund, we will withdraw up to the requested refund amount from your bank account and credit it back to your User’s Card. Transaction Fees are also refunded, so the full purchase amount is always returned to your User. We have no obligation to accept any returns of any of your goods or services on your behalf.
We provide you an online transaction history of all of your authorized transactions. Except as required by law, you are solely responsible for (a) compiling and retaining permanent records of all transactions and other data associated with your account and your use of the Service and (b) reconciling all transactional information that is associated with your account.
ZYYAH DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLATFORM WILL BE CORRECTED. THIS PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY PLATFORM RELATED SERVICE, IS PROVIDED “AS IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. ZYYAH DOES NOT WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE PLATFORM.
YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THIS PLATFORM RELATED SERVICES, AND LINKED WEBSITES. ZYYAH DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES, UNDESIREABLE OR OFFENSIVE CONTENT, OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACK UP AND SECURITY.
WARRANTIES RELATING TO PRODUCTS OR SERVICES OFFERED, SOLD, AND OFFERED THROUGH THE WEBSITE AND APPLICATION ARE SUBJECT TO SEPARATE WARRANTY TERMS AND CONDITIONS, IF ANY, PROVIDED BY CONNECTED OR THIRD PARTIES WITH OR IN CONNECTION WITH THE APPLICABLE PRODUCTS OR SERVICES. ZYYAH DOES NOT PROVIDE ANY WARRANTY AND DOES NOT ACCEPT ANY LIABILITY FOR THE CONSEQUENCES ARISING FROM THE PLATFORM, USE, OR MISUSE OF ANY PRODUCTS OR SERVICES CONTAINED ON OR MADE AVAILABLE THROUGH THE PLATFORM, INCLUDING ANY INJURY OR DAMAGE TO ANY PERSON OR PROPERTY AS A MATTER OF NEGLIGENCE, OR OTHERWISE.
IN NO EVENT WILL ZYYAH, ITS AFFILIATES OR THEIR RESPECTIVE LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE PLATFORM, OR SUCH OTHER WEBSITES, INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. TO THE EXTENT ANY ASPECT OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM AGGREGATE LIABILITY OF ZYYAH, AND ITS AFFILIATES TO YOU WITH RESPECT TO THE WEBSITE, APPLICATION, OR SERVICES OR YOUR USE OF THE WEBSITE, APPLICATION, OR SERVICES IS $5.00 (FIVE USA DOLLARS). YOU HEREBY AGREE TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL LAWS THAT LIMIT THE EFFICACY OF SUCH INDEMNIFICATIONS OR RELEASES.
You may not assign, transfer, or delegate the Terms of Use or any part thereof without ZYYAH’s prior written consent. ZYYAH may freely transfer, assign, or delegate all or any part of the Terms of Use, and any rights or duties hereunder or thereunder. The Terms of Use will be binding upon and inure to the benefit of the heirs, successors, and permitted assignees of the parties.
We will not be deemed to be in breach of these Terms of Use or liable for any breach of these Terms of Use or our Privacy Policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, extreme weather events, civil disorder, strikes, epidemic, pandemic, fire, or other disaster.
You agree to defend, indemnify and hold harmless ZYYAH, its affiliates, business partners, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to (i) your use or misuse of the Platform, products, services or any information posted on the Platform; (ii) your breach of the Terms of Use or Privacy Policy; (iii) the content or subject matter of any information you provide to ZYYAH, its affiliates and business partners; or (iv) any negligent or wrongful act or omission by you in your use or misuse of the Platform, products, services, or any information on the Platform, including without limitation, infringement of third party intellectual property rights, privacy rights, or negligent or wrongful conduct.
All matters relating to the Platform and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of Texas without giving effect to any choice or conflict of law provision or rule.
Any legal suit, action or proceeding arising out of, or related to, these Terms of Use, or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Texas. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. You acknowledge that ZYYAH has the right under the Terms of Use to seek an injunction, if necessary, to stop or prevent a breach of your obligations under the Terms of Use.
You and ZYYAH agree to give up any rights to litigate claims in a court or before a jury, or to participate in a class action or representative action with respect to a claim. Other rights that you would have if you went to court may also be unavailable or may be limited in arbitration.
Any claim, dispute or controversy (whether in contract, tort or otherwise, whether pre-existing, present or future, and including statutory, consumer protection, common law, intentional tort, injunctive and equitable claims) between you and us arising from or relating in any way to your purchase of products or services through the website or application, will be resolved exclusively and finally by binding arbitration.
Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this Section 29. (The AAA Rules are available at www.adr.org/arb_med, by calling the AAA at 1-800-778-7879, or by contacting us at our Notice address listed below.) You agree that, by agreeing to these Terms of Use, the Federal Arbitration Act will govern the interpretation and enforcement of this section.
The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the agreement is void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award by the arbitrator will be final and binding on each of the parties and may be entered as a judgment in any court of competent jurisdiction.
If you seek arbitration or elect to file a small claim court action, you must first send ZYYAH, by certified mail, a written notice of your claim (a “Notice”) to our General Counsel at ZYYAH, 2701 Sunset Ridge Drive, Suite 302, Rockwall, TX 75032. If ZYYAH initiates the arbitration, it will send such Notice to you in accordance with this section. A Notice, whether sent by you or ZYYAH, must: (a) describe the nature and basis of the claim or dispute; and (b) describe the specific relief sought (the “Demand”). If you and ZYYAH do not reach an agreement to resolve the claim within 30 days after the Notice is received, you or ZYYAH may commence an arbitration proceeding or file a claim in small claims court. The arbitration or small-claims court proceeding will be limited solely to your individual dispute or controversy.
You may download or copy of form Notice and a form to initiate arbitration at https://www.adr.org.
If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues you an award that is greater than the value of ZYYAH last written settlement offer made before an arbitrator was selected (or if ZYYAH did not make a settlement offer before an arbitrator was selected), then ZYYAH will pay you the amount of the award or US $1,000, whichever is greater. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.
You agree to arbitration on an individual basis. In any dispute, neither you nor ZYYAH will be entitled to join or consolidate claims by or against other Users in court or in arbitration or otherwise participate in any claim as a class representative, class member or in a private attorney general capacity. The arbitral tribunal may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.
This arbitration clause shall survive the termination of these Terms of Use. If this specific provision is found to be unenforceable, then (a) the entirety of this arbitration provision shall be null and void, but the remaining provisions of these Terms of Use shall remain in full force and effect; and (b) exclusive jurisdiction and venue for any claims will be as set forth above.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE, THE WEBSITE, OR THE APPLICATION MUST BE COMMENCED WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
No waiver by ZYYAH of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any delay or failure on the part of ZYYAH to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.
If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid or illegal, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.
ZYYAH will have no liability for errors, unreliable operation, or other issues resulting from use of the Platform on or in connection with rooted or jail broken devices or use on any mobile device that is not in conformance with the manufacturer’s original specifications, including, but not limited to, use of modified versions of the operating system (collectively, “Modified Devices”). Use of the Platform on Modified Devices will be at your sole and exclusive risk and liability.
Your wireless carrier, network infrastructure providers, the manufacturer and retailer of your mobile device, the developer of the operating system for your mobile or computing device, the operator of any application store, marketplace, or similar service through which you obtain the Website and Application, and their respective affiliates, suppliers, and licensors (collectively, the “Select Third Parties”) are not parties to these Terms of Use and they do not own and are not responsible for the Platform. ZYYAH, and not any Select Third Parties, is responsible for addressing any claims raised by you or any third party regarding the Platform or your use or possession thereof, including, but not limited to, claims related to product liability, legal, or regulatory requirements, and consumer protection or similar legislation. You are responsible for complying with all application store and other applicable Select Third Parties’ terms and conditions. YOU AGREE: (A) THE SELECT THIRD PARTIES DISCLAIM ALL WARRANTIES, EXPRESS AND IMPLIED, WITH RESPECT TO THE PLATFORM, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUIET ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE; (B) IN NO EVENT WILL THE SELECT THIRD PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) ARISING OUT OF THESE TERMS OF USE OR THE PLATFORM, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES; AND (C) IN ANY EVENT, THE MAXIMUM LIABILITY OF ANY SELECT THIRD PARTY FOR ALL CLAIMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) OF EVERY KIND WILL IN NOT EXCEED FIVE DOLLARS ($5.00); AND (D) YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST THE SELECT THIRD PARTIES ARISING OUT OF THE WEBSITE AND APPLICATION AND THESE TERMS OF USE. THE THIRD PARTIES ARE INTENDED THIRD PARTY BENEFICIARIES OF THESE TERMS OF USE, AND ARE CAPABLE OF DIRECTLY ENFORCING ITS TERMS. NOTHING CONTAINED IN THESE TERMS OF USE WILL BE CONSTRUED AS MODIFYING OR AMENDING ANY AGREEMENTS OR OTHER TERMS BETWEEN YOU AND THE SELECT THIRD PARTIES WITH REGARD TO THEIR SUBJECT MATTER. In the event of any claim that the Platform or your possession and use of the Platform infringes a third party’s intellectual property rights, the Select Third Parties are not responsible for the investigation, defense, settlement, or discharge of the infringement claim.
If any provision of this Terms of Use is found to be unlawful or unenforceable, then that provision will be deemed severable from this Terms of Use and will not affect the enforceability of any other provisions. The failure by ZYYAH to enforce any right or provision of this Terms of Use will not prevent ZYYAH from enforcing such right or provision in the future.
No delay, failure or default, other than a failure to pay fees when due, will constitute a breach of this Terms of Use to the extent caused by an acts of war; terrorism, hurricanes, earthquakes and other acts of God or of nature, fire or flood; strike or labor unrest; degradation of telecommunications service; degradation of computer services not under the direct control of such party; or other causes beyond the performing party’s reasonable control. ZYYAH may assign its rights and obligations under this Terms of Use, including in connection with a merger, acquisition, sale of assets or equity, any other business combination or restructuring, or by operation of law. Users may not assign rights and obligations under this Terms of Use, including in connection with a merger, acquisition, sale of assets or equity, or by operation of law, without ZYYAH’s prior written consent. ZYYAH may send notices pursuant to this Terms of Use to User’s email and phone number contact points provided by User, and such notices will be deemed received at the time they are sent. It is the User’s obligation to keep User’s contact information up to date. Users may send notice pursuant to this Terms of Use to the email address below.
Any and all dollar amounts in this Terms of Use refer to U.S. dollars.
ZYYAH may revise and update these Terms of Use, the Platform, and any Content, service or product provided by ZYYAH from time to time in its sole discretion. All changes are effective immediately when ZYYAH posts them and apply to all access to and use of the Platform thereafter. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
The Terms of Use and Privacy Policy constitute the sole and entire agreement between you and ZYYAH 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.
All feedback, comments, requests for technical support and other communications relating to the Platform should be sent to support@zyyah.com except for the notices of copyright infringement claims which should be sent as set forth in Section 17.