Effective as of (11/21/19)

1. Contractual Relationship

These Terms of Service ("Terms") govern your access or use, from within the United States and its territories and possessions, of the mobile applications, websites, content, products, and services (collectively, the "Services," as more fully defined below in Section 3) made available in the United States and its territories and possessions by ZUUL SYSTEMS, LLC, a Delaware limited liability company and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, "Zuul"). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND ZUUL. In these Terms, the words "including" and "include" mean "including, but not limited to."

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements between you and Zuul. Zuul may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason.

In addition, when using the Services, you shall be subject to any posted policies, guidelines or rules applicable thereto. All such policies, guidelines and rules are hereby incorporated by reference into the Terms. You further agree that, except as otherwise expressly provided in this Terms, there shall be no third party beneficiaries to this agreement.

IF YOU DO NOT AGREE TO THE CURRENT TERMS AND CONDITIONS, PLEASE DO NOT USE THIS SERVICE, SINCE YOUR USE OF IT CONSTITUTES ACCEPTANCE OF ALL OF THE MOST CURRENT TERMS AND CONDITIONS FOR ITS USE.

IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH ZUUL ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you via our website (ZuulSystems.com) or the Application (as defined below) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

Zuul may amend the Terms from time to time without notice to you. Amendments will be effective upon Zuul's posting of such updated Terms at this location, in the amended policies or supplemental terms on the applicable Service(s), the mobile application or our website. Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended.

Zuul’s collection and use of personal information in connection with the Services is described in Zuul's Privacy Policy located at https://zuulsystems.com/privacy-policy/.

2. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against Zuul on an individual basis in arbitration, as set forth in this Arbitration Agreement. This will preclude you from bringing any class, collective, or representative action against Zuul, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Zuul by someone else.

Agreement to Binding Arbitration Between You and Zuul.

You and Zuul agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and Zuul, and not in a court of law.

You acknowledge and agree that you and Zuul are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Zuul otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Zuul each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the "AAA Rules") then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at https://www.adr.org/Rules or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Delaware.

Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of Delaware and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure.

Unless you and Zuul otherwise agree, the arbitration will be conducted at the offices of AAA in Miami, Florida. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Zuul submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. The prevailing party, as determined by the Arbitrator, may be awarded its attorneys’ fees and costs incurred in connection with the arbitration.

Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.

Changes.

Notwithstanding the provisions in Section 1 above, regarding consent to be bound by amendments to these Terms, if Zuul changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing Zuul written notice of such rejection within 30 days of the date such change became effective, as indicated in the "Effective" date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, Zuul Systems, LLC, c/o Agents and Corporations, Inc., One Commerce Center, 1201 Orange Street, Suite 600, Wilmington, Delaware 19801, or (b) by email from the email address associated with your Account to adam@zuulsystems.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and Zuul in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

The Services

The Services comprise of a mobile application (the "Application"), website (the “Website”) and related goods and services, which enable registered Zuul users to provide electronic passes to other Zuul users to enable such other users to gain entry into private areas (e.g., gated-communities, private events, residences, businesses, etc.) by use of the Application, which must contain your most recent and updated Personal Information (as that term is defined in our Privacy Policy), including with third party providers of such goods and services under agreement with Zuul ("Third Party Providers"). Unless otherwise agreed by Zuul in a separate written agreement with you, the Services are made available solely for your personal, non-commercial use.

License.

Subject to your compliance with these Terms, Zuul grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferable license to: (i) access and use of the Application and Website on your personal device solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, noncommercial use. Any rights not expressly granted herein are reserved by Zuul.

Restrictions.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Zuul; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks; (vii) photocopy, screenshot, or disseminate any access pass that is provided to you to any other party (including any of your relatives); or (viii) use the Services in any illegal manner or for any illegal or non-approved purpose.

Third Party Services and Content.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Zuul does not control. You acknowledge that different terms of use and privacy policies may apply to your use of such third party services and content. Zuul does not endorse such third party services and content and in no event shall Zuul be responsible or liable for any products or services of such third party providers. Additionally, Apple Inc., Google, Inc., Microsoft Corporation or BlackBerry Limited will be a third-party beneficiary to this contract if you access the Services using Applications developed for Apple iOS®, Android, Microsoft Windows, or Blackberry-powered mobile devices, respectively. These third party beneficiaries are not parties to this contract and are not responsible for the provision or support of the Services in any manner. Your access to the Services using these devices is subject to terms set forth in the applicable third party beneficiary's terms of service.

You understand that you may receive business-related communications from Zuul such as Service announcements and account administrative notices and you agree that these communications are not "unsolicited commercial email advertisements" and thus, subject to all applicable laws, you agree to receive them and you will not be able to opt out of receiving such communications.

As a user of the Services you also understand and agree that the Services may also include advertisements. You agree that such advertisements are not "unsolicited commercial email advertisements" and, subject to all applicable laws, you agree to receive them and you will not be able to opt out of receiving such communications. You understand and agree that your correspondence or business dealings with, or participations in promotions of, advertisers found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the advertiser. You agree that Zuul shall not be responsible or liable for any loss or damage incurred as the result of such dealings or as the result of the presence of such advertisers on the Services.

Ownership.

The Services and all rights therein are and shall remain Zuul's property. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Zuul's company names, logos, product and service names, trademarks or services marks or those of Zuul's licensors.

4. Access and Use of the Services

User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account ("Account"). You must be at least 14 years of age to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to Zuul your most-recent updated Personal Information (as that term is defined in our Privacy Policy), including your name, photograph (which must be legible and up-to-date), address, driver’s license, mobile phone number and date of birth, as well as at least one valid payment method supported by Zuul. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times.

User Requirements and Conduct.

The Service is not available for use by persons without a validly issued government identification card (e.g., a driver’s license). You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when accessing or using the Services, and you may only access or use the Services for lawful purposes. You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, to any other party. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.

These Terms lists rules and guidelines for using our Services, including (but not limited to) how these Services can be copied or used. By accessing, registering for or using the Services, you agree to be bound by the following rules:

a. Zuul Code of Conduct

Zuul gives users a virtual platform where they can interact and communicate with one another to provide guest passes to private communities, events and other activities. “User Posts” refer to all information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials—whether publicly posted or privately transmitted on the Zuul Services.

If you choose to post User Posts on the Zuul Services, we require that you adhere to generally accepted rules of etiquette and standards of behavior. Your use of our Services reflects your respect for the legal rights of users connected with Zuul. By using the Services and submitting User Posts, you understand that the User Posts are subject to the Zuul Privacy Policy.

By using Zuul and participating in the Services, you agree that your User Posts will not contain anything that is or could appear to be:

  • Threatening, bullying, harmful, stalking another user, harassing, hateful;
  • Racially, ethnically, or otherwise objectionable;
  • Offensive language;
  • Untrue, misleading, libelous, invasive to another person’s privacy or protected data;
  • Pornographic, sexually explicit, unlawful or plagiarized;
  • Infringing or allegedly infringing on a third party’s intellectual property rights, including patent, trade secret, copyright, trademark, right of publicity or other proprietary rights;
  • Anything that you do not have the legal right to transfer;
  • Anything that you are legally bound not to disclose under contractual or fiduciary relationships including, but not limited to, inside information or proprietary and confidential business information;
  • Unsolicited, undisclosed, or unauthorized advertising;
  • Software viruses or any other malicious computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware, or telecommunication equipment;
  • Data or information obtained by the unauthorized access of another’s computer or account with which such a posting or submission would constitute unauthorized use; and
  • Any other post or submission that violates applicable local, state, national or international law, regulation or statute (including export laws).

Zuul takes conduct and use violations very seriously. If you use the Services in a prohibited way listed above, or if you use the Services in a way that Zuul deems to be unacceptable (in its sole discretion), it will result in immediate account suspension or cancellation and the possibility that Zuul will pursue civil remedies without providing advance notice.

b. Responsibility for User Posts

Any User Posts that are either posted publicly or privately on Zuul’s website or mobile application is the sole responsibility of the user who posted it. Your access to the Services and User Posts is AT YOUR OWN RISK. Zuul cannot be held responsible for any damage resulting from errors or omission in User Posts or User Data or any damage that is suffered as a result.

c. User Post Content Disclaimer

Zuul may contain User Posts or links to content that direct you to websites you find inappropriate or offensive. Zuul has no way to control nor does it have a duty to take any action with regard to how you interpret or use content on the Services. You are solely responsible for how you view and interpret User Posts on the Services.

d. User Identity Disclaimer

Zuul cannot guarantee the identity of any users with whom you interact on our Services. Zuul also cannot guarantee which users gain access to the Services. Your use of the Zuul service is AS IS and AT YOUR OWN RISK.

e. Rules of Behavior

  • You are solely responsible for your own communications and User Content including any data, images, graphics, text, audio, video, email, links, and/or screen names you post to the site. You agree to use the Service to post and receive communications and User Content that are legal and proper.
  • You must not abuse, defame, harass, stalk, threaten, intimidate, or otherwise violate the legal rights of others.
  • You must not violate the privacy or publicity rights of others.
  • You must not upload, post or link to any material that is inappropriate, defamatory, infringing, obscene, vulgar, libelous, racially or ethnically hateful, objectionable, or unlawful (or promote or provide instructional information about illegal activities or communications that could reasonably cause damage, loss, harm, or injury to any individual or group).
  • You must not post, upload or link to (a) anything that promotes or distributes pyramid schemes or chain letters, or (b) other disruptive, illegal or immoral communications of any kind.
  • You must not post, upload or link to anything that could potentially exploit or harm children by exposing them to inappropriate User Content, asking for personally identifiable details or information, or otherwise exposing them to materials or information which in any way could cause damage, injury, or harm of any kind.
  • You must not post, upload or link to anything that harvests or otherwise collects information about other users, including without limitation addresses, phone numbers, e-mail addresses, and/or health or financial information of any kind, without the users’ prior express consent in each instance.
  • You must not post, upload or link to anything that advertises any commercial endeavor (e.g., offering for sale any products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services), or solicits funds, advertisers or sponsors for any purpose.
  • You must not upload or post anything that infringes any patent, trademark, copyright, trade secret or other intellectual property or other legal right of a third party without prior written permission from the third party in each instance, which written permission you agree to disclose to us at any time on our request (subject to all applicable laws). You must not intentionally download any material that you know or should reasonably know cannot be distributed legally.
  • You must not impersonate another person, group of people, or entity at any times, which includes not using anyone else's username or password.
  • You must not use the Services for any illegal, immoral, or unauthorized purpose.
  • You must abide by all applicable Federal, State and local laws. If you are outside the United States, you must comply with all local laws as well with respect to your online conduct and acceptable User Content including without limitation the exportation of data to the United States or to your country or residence.
  • You cannot modify, edit, or delete any content and communications of Zuul (whether on the Application or Website) and/or of other individuals other than your own Content.
  • You must not transmit any viruses, worms, defects, Trojan Horses or any items and/or computer code, files or programs of a destructive nature and/or otherwise designed to interrupt or limit the functionality of any computer software or hardware or telecommunications device.
  • You must not transmit or allow access or distribution of any spiders, robots or other information gathering computer programs or routines or their equivalents on or in the Service.
  • You must not do anything that disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real-time activities through this website.
  • You must not interfere with or disrupt the Service or servers or networks connected with the Services or disobey any requirements, procedures, policies or regulations of networks connected to the Services.
  • You cannot create member accounts under any false or fraudulent pretenses (including by automated means).
  • You must not state or imply that any of your submitted and or posted User Content is endorsed by Zuul.
  • You must not retrieve, store or collect personal information about any user for any unauthorized purpose, and may not retrieve, store, or collect personal information about any user for any valid purpose without such user’s prior written consent in each instance (and acknowledgment that they are at least 13 years of age).
  • You must not engage in any "spamming" of any kind, including without limitation ad spamming.
  • You cannot use the Zuul name or trademarks or related trade names, which you acknowledge here to be valid, subsisting and enforceable without impediment, and you will not expressly or by implication create the false or misleading impression that Zuul is associated with, or endorses, or is in any way connected with you, your business, or your User Content.

Text Messaging and Telephone Calls.

You agree that Zuul may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with your Zuul account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of using the Services. You also understand that you may opt out of receiving text messages from Zuul at any time, either by texting the word “STOP” to 561-670-1699 using the mobile device that is receiving the messages, or by contacting Zuul at adam@zuulsystems.com. If you do not choose to opt out, Zuul may contact you as outlined in its Privacy Policy located at https://zuulsystems.com/privacy-policy/ .

User Provided Content.

Zuul may, in Zuul's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Zuul through the Services, textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Zuul, you grant Zuul a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Zuul's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Zuul the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor Zuul's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Zuul in its sole discretion, whether or not such material may be protected by law. Zuul may, but shall not be obligated to, review, monitor, or remove User Content, at Zuul's sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and Applications and any updates thereto. Zuul does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Your Representations and Warranties

By registering for and using our Services:

  • You represent and you warrant that you are legally able to form a binding contract with Zuul, and you are not barred from receiving Services under the laws of the United States or other jurisdictions.
  • You agree to provide current and accurate identification, contact, and other information as part of the registration process for access to our Services.
  • You agree to be solely responsible for all content on your account. Your account, including your username and password, are personal to you and should not be used by any other user or legal entity.
  • You agree to be solely responsible for maintaining the confidentiality of your account information, and you are responsible for all activities that occur under your account.
  • You agree to immediately notify Zuul of any unauthorized use of your account or any other breach of security. Zuul will not be liable for any loss or damage arising from your failure to provide us with accurate information or to keep your account secure.
  • You understand that all User Data are the sole responsibility of the account owner from which the User Data originated. Zuul does not claim ownership to or responsibility for, any User Data.
  • Zuul reserves the right, but does not assume the responsibility, to monitor or review any activity in connection with your use of the Services. You agree that you are responsible for the conduct of your account and any User Data that is created, transmitted, stored, or displayed by, from, or within your account while using the Services. You will be held responsible for any consequences, legal or otherwise, that arise from your use of the Services.
  • You agree to use the Services only for purposes that are legal, proper and according to these Terms, corresponding Privacy Policy, and any applicable policies or guidelines of Zuul.
  • You agree that you will not engage in any activity that interferes with or disrupts Zuul’s services or servers or networks connected to Zuul’s services.
  • You represent and you warrant that you will not use the Services in any way considered prohibited pursuant to these Terms. These actions are subject to the strict regulation of Zuul and are grounds for suspension or termination of your account.

5. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive ("Charges"). Zuul will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees.

All Charges and payments will be enabled by Zuul using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Zuul may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by Zuul.

As between you and Zuul, Zuul reserves the right to establish, remove and/or revise Charges for any or all goods or services obtained through the use of the Services at any time in Zuul's sole discretion. Zuul may use the proceeds of any Charges for any purpose, subject to any payment obligations it has agreed to with any third parties.

6. Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER.

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." ZUUL DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, ZUUL MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ZUUL DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY.

ZUUL SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF ZUUL, EVEN IF ZUUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ZUUL SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF ZUUL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZUUL SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE.

YOU AGREE THAT ZUUL HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY GOODS OR SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. IN SUCH STATES OR JURISDICTIONS, ZUUL’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON ZUUL’S CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity.

You agree to indemnify and hold Zuul and its affiliates and their respective officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) Zuul's use of your User Content; or (iv) your violation of the rights of any third party, including Third Party Providers.

7. Other Provisions

Choice of Law.

These Terms are governed by and construed in accordance with the laws of the State of Delaware, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Delaware residents to assert claims under Delaware law whether that are by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of Delaware law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Delaware law to you if you do not otherwise reside in Delaware. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.

Claims of Copyright Infringement.

Claims of copyright infringement should be sent to Zuul at adam@zuulsystems.com.

Notice.

Zuul may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid postage to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Zuul, with such notice deemed given when received by Zuul, at any time by first class mail or pre-paid post to our registered agent for service of process, Zuul Systems, LLC, c/o Agents and Corporations, Inc., One Commerce Center, 1201 Orange Street, Suite 600, Wilmington, Delaware 19801.

General.

These Terms govern the terms and conditions of your use of the Services, and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Zuul with respect to the Services and the Application and Website. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies (including but not limited to the Privacy Policy), guidelines, or rules that may apply when you use or purchase certain elements of the Services, affiliate or advertiser services, third-party content or third-party software. Zuul may revise these Terms at any time by updating this posting. Accordingly, you should review the Terms periodically to determine if any changes have been made. Your continued use of this Application, Website or Services after any changes have been made to the Terms signifies and confirms your acceptance of any such changes or amendments to these Terms.

You may not assign these Terms without Zuul's prior written approval. Zuul may assign these Terms without your consent to any third party. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Zuul or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Zuul's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Zuul in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.