Last Modified: April 28, 2023
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 firstname.lastname@example.org.
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.
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 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.
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.
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 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.
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 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.
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.
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.
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.
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.
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.
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.
There is a non-refundable $25 fee for each Chargeback regardless of the outcome of the dispute.
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.
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 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.
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.
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.
All feedback, comments, requests for technical support and other communications relating to the Platform should be sent to email@example.com except for the notices of copyright infringement claims which should be sent as set forth in Section 17.