Terms & Conditions
TERMS AND CONDITIONS
IMPORTANT NOTICE FOR RESIDENTS IN NORTH AMERICA ONLY: THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION AND A WAIVER OF CLASS ACTION RIGHTS AS DETAILED BELOW.
Due to social distancing practices, handling on orders is taking longer than expected and there have been some delays on keeping products in stock. Because of this, orders are taking anywhere between 1 and 20 days to ship. Please be patient with us while we do our best to keep you happy while keeping our employees safe and healthy.
Guaranteed Holiday Shipping Notice:
This website is operated by ZOX LLC (https://zox.la). Throughout the site, the terms “we”, “us” and “our” refer to ZOX. ZOX offers this website, including all information, tools, products, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms and Conditions”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms and Conditions apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.
Acceptance of Terms
Please read these Terms and Conditions carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms and Conditions. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. If these Terms and Conditions are considered an offer, acceptance is expressly limited to these Terms and Conditions.
Right to Modify
You can review the most current version of the Terms and Conditions at any time on this page. We reserve the right to update, change or replace any part of these Terms and Conditions by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. If we modify material terms to the Terms and Conditions, such modification will be effective after we send you notice of the amended agreement. Such notice will be provided in our sole discretion, and the manner of the notification may include email, posted notice on the Site, or other manner. Your failure to cease use of the Services after receiving notification of any modification will constitute your acceptance of the modified Terms.
If you do not agree to any of the Terms or any changes to the Terms, you are not authorized to use, access or continue to access the Services, and must discontinue any use of the Services immediately.
ZOX’s website and online services are not directed toward individuals under the age of 13, and we do not knowingly collect any personal information from children under the age of 13. If a child under 13 has provided our website or Services with personal information, we ask that a parent or guardian contact us as described below so that we may promptly delete the child’s information from our record.
Online Store Terms
By agreeing to these Terms and Conditions, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.
You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).
You must not transmit any worms or viruses or any code of a destructive nature.
A breach or violation of any of the Terms will result in an immediate termination of your Services.
Certain services offered by us may be subject to additional terms. Those terms will be presented in conjunction with the particular program or offer and will be binding on those who participate in those programs or offers. These Terms will apply equally. Without limitation, the additional terms include product & service descriptions, prices, and restrictions posted on the Services, which are subject to change from time to time and should be reviewed by you each time you submit content or place an order.
Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you.
Users and Accounts
To use certain Services, you may need to create an account. You may also have the option of creating an account in anticipation of making future purchases. If you create an account, you agree you will: (a) create only one account; (b) provide honest, accurate, current and complete information regarding yourself; (c) keep your information updated and accurate; and (d) notify ZOX if you discover or suspect that your account has been hacked or its security breached.
You agree to take responsibility for all activities on or under any account registered to you and you accept all risks for any unauthorized use of your account. You are responsible for providing the equipment and services that you need to access and use the Services. We do not guarantee that the Services will be accessible on any particular equipment or device or with any particular software or service plan.
We reserve the right, without notice and in our sole discretion at any time, to terminate your right to access and use the Services or any component of the Services, and to block or prevent future access to and use of the Services and to delete your account and any related information. Any obligation or liability incurred prior to termination of your access to the Services will survive such termination.
All orders placed through zox.la are subject to ZOX LLC’s acceptance. This means that ZOX may refuse to accept or may cancel any order, whether or not the order has been confirmed, for any or no reason, and without liability to you or anyone else. If your credit card has already been charged for an order that is later cancelled, ZOX will issue you a refund.
Products, including any free product ZOX may provide to you, are for your personal use only, unless explicitly agreed in writing otherwise by ZOX. All orders are subject to our acceptance or rejection based on product availability, noncompliance with these Terms or any other reason as determined in our sole discretion. We may take steps to verify your identity to process your order and may limit or cancel quantities or Products purchased per person, per household or per order. These restrictions may include orders placed by or under the same account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the email, billing address and/or phone number provided at the time the order was made, and we will either not charge you or will refund the charges for orders that we cancel or do not process. We further reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
We reserve the right to refuse service to anyone for any reason at any time, this includes but is not limited to revocation of VIP Points at any time for any reason.
You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.
The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.
Accuracy, Completeness and Timeliness of Information
We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.
This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.
Products and Services
Prices for our products are subject to change without notice.
We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.
We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service, including, but not limited to, discontinuation of rewards programs or prizes.
Certain products or services may be available exclusively online through the website. These products or services may have limited quantities and are subject to return or exchange only according to our Return Policy.
We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
Any offer for any product or service made on this site is void where prohibited.
We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.
You understand that product reviews may have been given in exchange for discount codes towards next purchase(s).
Discounts may not be allowed on Mystery Packs. We reserve the sole right to cancel, refund, and replace the coupon used on orders of Mystery Packs at our discretion.
By signing up for ZOX Points you may at ZOX’s sole discretion earn 10 points per $1 spent. Points have no monetary value and may be revoked by ZOX at any time and at our sole discretion. There may also be additional ways to earn points that are added to the site from time to time. ZOX may at its sole-discretion change, discontinue or modify the points program at any time. ZOX Vouchers issued with points have no monetary value and are only redeemable for discounts on products purchased on zox.la. Vouchers may be revoked or discontinued by ZOX at anytime and at its sole-discretion.
ZOX VIP Program
You may be invited to the ZOX VIP Program. All promotions, discounts and perks offered through the ZOX VIP Program may be discontinued, adjusted or revoked at any time without notice. ZOX at its sole discretion may remove individuals from the ZOX VIP Program at any time and for any reason. You may be included in the VIP+ program if you earn 5,000 points. VIP+ customers will earn more points per dollar spent on our site than others.
ZOX offers the following VIP discounts to select customers. VIP discounts can be applied to ZOX bracelets and rings unless specifically excluded. The VIP Discount is 10% off 4 or more, 20% off 10 or more. The VIP Discount may not be applied to other products, including but not limited to, hoodies, strings, backpacks, bags, or seasonal items. The VIP discount may not be combined with other automatic discounts or codes. The VIP discount may not be used on Secret Stash items. ZOX VIP Discounts may be discontinued, adjusted or revoked at any time without notice.
From time to time, ZOX may offer discounts to customers. These discounts apply to ZOX bracelets and rings unless specifically excluded. Discounts may not be applied to other products, including but not limited to, hoodies, strings, backpacks, bags, or seasonal items. The discount may not be combined with other automatic discounts or codes. The discount may not be used on Secret Stash items. ZOX discounts may be discontinued, adjusted or revoked at any time without notice.
ZOXPass is a program through which ZOX rewards customers with active product subscriptions (blog or other digital subscriptions do not qualify). To have ZOXPass, you must have an active product subscription. ZOX reserves the right to change which subscriptions qualify for ZOXPass at any time without notice. ZOXPass customers will receive VIP discounts, early access to releases, secret stash access and $5 FEDEX 2-day shipping on orders of $50 or more (US CUSTOMERS ONLY). The ZOXPass program may be discontinued, adjusted or revoked at any time without notice.
Accuracy of Billing and Account Information
We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.
All items are shipped free on board (FOB) shipper. This means that once ZOX delivers your order to USPS, Sure Post, DHL, Fedex, or any other shipping company (the “shipper”) that ZOX may use, ZOX is no longer responsible for the purchases. Any request for reimbursement for lost orders following delivery to the shipper should be made with the shipper, not ZOX.
All payments through the Services are processed using a third-party processor. If you wish to purchase a Product or any service made available through the Services, you may be asked to supply certain information relevant to your transaction, including without limitation your credit or debit card number, the expiration date of your credit or debit card, your billing address, and your shipping information. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT OR DEBIT CARD(S) UTILIZED IN CONNECTION WITH ANY TRANSACTION. By submitting such information, you grant us (or the third party collecting that information on our behalf) the right to provide such information to third parties for purposes of facilitating the completion of the transaction initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any transaction. You agree to pay all charges incurred by users of your credit card, debit card, or other method of payment. Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery; and (b) value added tax and any other tax or duty which (where applicable) must be added to the price payable. You agree to pay for taxes, shipping or carriage of the products as such costs are specified by us when you submit your order. After you place your order, we will send you a confirmation email.
We strive to provide accurate pricing information regarding the Products. We cannot, however, insure against pricing errors. We reserve the right, at our sole discretion, not to process or to cancel any orders placed for a product whose price was incorrectly posted on the Site as a result of an error. If this occurs, we will notify you by email and refund the payment for such order. The Site may contain information regarding the availability of Products. In rare cases, a Product may be in stock when you place the order, but sold out by the time we attempt to process the order. Should this happen, we will notify you by email, cancel the item from your order, and refund the payment for such order. We also may offer some Products for sale before they have been manufactured or arrive at our warehouse. When you preorder these Products, we will ship them out once they are available. In rare cases, these items may not become available for shipping. Should this happen, we will notify you by email, cancel the item from your order, and refund the payment for such order.
We attempt to provide accurate descriptions of Products. We do not warrant, however, that the descriptions are accurate, complete, reliable, current or error-free. If a Product is not as described, your sole remedy is to return the item unless otherwise specified in writing by us. We occasionally run promotions or provide limited-time offers for our Products. Please review the promotion or offer for eligibility and other terms and conditions.
For more detail, please review our Return Policy.
We offer subscription services that may consist of an initial one-time charge, followed by recurring period charges as agreed to by you. You will have the ability to specify how regularly you would like to order any auto-replacing products. BY CHOOSING A RECURRING PAYMENT PLAN, YOU ACKNOWLEDGE AND AGREE THAT (A)ZOX (OR OUR THIRD-PARTY PAYMENT PROCESSOR) IS AUTHORIZED TO CHARGE YOU ON A RECURRING BASIS (E.G., MONTHLY) FOR AS LONG AS YOUR SUBSCRIPTION CONTINUES, AND (B) YOUR SUBSCRIPTION IS CONTINUOUS UNTIL YOU CANCEL IT OR WE SUSPEND OR STOP PROVIDING ACCESS TO THE SITE OR PRODUCTS. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME BY EMAILING US AT firstname.lastname@example.org. YOU WILL BE RESPONSIBLE FOR ALL CHARGES INCURRED WITH RESPECT TO ANY ORDER PROCESSED PRIOR TO THE CANCELLATION OF YOUR SUBSCRIPTION. All recurring payments are fully earned upon payment.
We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
Any use by you of optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
We may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms and Conditions.
Third Party Links
Certain content, products and services available via our Service may include materials from third-parties.
Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third-parties.
We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.
User Comments, Feedback and other Submissions
If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.
We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms and Conditions.
You agree that your comments and submissions will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party. We reserve the right to delete any comments that you make at any time at our sole discretion.
Personal Information & Mobile Use
If you use a mobile device to access our Website, services or tools, you acknowledge and agree that: (a) you are solely responsible for all message and data charges that apply to use of your mobile device to access the Website, and (b) all such charges are billed by and payable to your mobile service provider. Please contact your participating mobile service provider for pricing plans, participation status and details. You further understand that mobile device service may not be available in all areas at all times and may be affected by product, software, coverage or service changes made by your mobile service provider or otherwise. By accessing or using any tools and services via a mobile device, you agree to these Terms.
Errors, Inaccuracies and Omissions
Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order). We reserve the right not to honor a price or product description that resulted due to an error by ZOX.
We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.
In addition to other prohibitions as set forth in the Terms and Conditions, you are prohibited from using the site or its content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.
Disclaimer of Warranties; Limitation of Liability
We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.
We do not warrant that the results that may be obtained from the use of ZOX products or services will be accurate or reliable. ZOX does not provide or intend to provide any answers to medical-related questions and the Services do not replace the advice of any medical professional or medical resource.
You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.
You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.
In no case shall ZOX, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.
You agree to indemnify, defend and hold harmless ZOX and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms and Conditions or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
The goods will be imported on behalf of the consignee/buyer. The consignee authorizes ZOX or its third party logistics partner to import the goods on his behalf. Further, the consignee/buyer agrees ZOX or its third party logistics partner may delegate the obligation to import the goods on his behalf to a subcontractor (e.g. customs broker). The consignee will pay the taxes & duties in addition with the purchase price of the goods.
Dispute Resolution and Arbitration Agreement
Mindful of the high cost of legal disputes, not only in dollars but also in time and energy, both you and ZOX, LLC agree to the following dispute resolution procedure: In the event of any controversy, claim, action or dispute arising out of or related to any transaction conducted on the Sites, or the breach, enforcement, interpretation, or validity of this Agreement or any part of it ("Dispute"), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Notice shall be sent
(1) to ZOX at: ZOX LLC Legal Department, 7701 N FM 620, Austin, TX 78726 with electronic copy sent to email@example.com Attn: General Counsel, or (2) to you at: your last-used billing address or the billing and/or shipping address in your online profile.
Both you and ZOX agree that this dispute resolution procedure is a condition precedent which must be satisfied prior to initiating any arbitration or filing any claim against the other party.
To the extent you cannot resolve any Dispute through the informal dispute resolution procedure described above, a Dispute must be resolved through binding individual arbitration. You agree to give up your right to go to court to assert or defend your rights under this Agreement and with respect to any Dispute. You and ZOX expressly delegate to the arbitrator the authority to determine the arbitrability of any Dispute, including the scope, applicability, validity, and enforceability of this arbitration provision.
You may begin an arbitration proceeding by sending a letter requesting arbitration to:
ZOX LLC Legal Department, 7701 N FM 620, Austin, TX 78726 Kara@zox.la
You agree that the arbitration shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by this Arbitration Agreement. The AAA Rules are available on the AAA’s websitewww.adr.org, or by calling the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the Dispute, the parties shall agree to another arbitration provider. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s applicable rules. ZOX will reimburse those fees for claims totaling less than $10,000 if the arbitrator rules in your favor on any material aspect of your claim. ZOX waives its right to seek attorneys’ fees and costs in arbitration. However, if your claim is deemed by the arbitrator to be frivolous or brought in bad faith or with an improper purpose, as measured by the standards of Federal Rule of Civil Procedure 11, then the arbitrator may award ZOX. the reimbursement of its costs and arbitration fees against you and/or your counsel. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. You further agree that if your arbitration claim is filed at or around the time of other similar claims by the same or related counsel, you agree that your claim may be temporarily stayed or phased to allow the AAA to establish efficient and fair adjudication procedures.
In lieu of arbitration, either you or ZOX may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. Also, even if all parties have opted to litigate a claim in court, you or we may elect arbitration with respect to any claim made by a new party or any claim later asserted by a party in any related or unrelated lawsuit, including modifying an individual claim to assert a class, representative or multi-party claim. Arbitration may be requested at any time, even where there is a pending lawsuit, unless a trial has begun, or a final judgment entered.
Waiver of Right to Bring Class Actions and Representative Claims
All arbitrations must proceed on an individual basis. The arbitrator is empowered to resolve the Dispute with the same remedies available in court. However, to the extent permissible by applicable law, any relief must be individualized to you and shall not affect any other customer. You agree that you may bring claims against ZOX in arbitration only in your respective individual capacity and in so doing you hereby waive the right to a trial by jury, to assert or participate in a class action lawsuit or class action arbitration (either as a named-plaintiff or class member), and to assert or participate in any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If it is decided that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim, then that claim (and only that claim) must proceed in court and be severed from any arbitration.
This Arbitration Agreement shall be governed by, and interpreted, construed, and enforced in accordance with, the Federal Arbitration Act. The terms of the Arbitration Agreement provisions shall survive after this Agreement terminates or your use of the Sites ends. Except as set forth above, if any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of the Arbitration Agreement.
ZOX owns or controls all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code on the Site and in the Services (collectively, “Content”), including but not limited to the design, structure, selection, expression, “look and feel” and arrangement of such Content, some or all of which is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws.
Except as expressly provided in these Terms, no part of the Site or Services and no Content may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted or distributed in any way (including “mirroring”) to any other computer, server, website, mobile application or other medium for publication or distribution or for any commercial enterprise without ZOX’s express prior written consent.
You may use information about ZOX and its Products (such as knowledge based articles and similar materials) purposely made available by ZOX for downloading from the Site, provided that you (1) not remove any proprietary notice language in any copy of such information, (2) use such information only for your personal, non-commercial informational purpose and do not copy or post such information on any networked computer or broadcast it in any media, (3) make no modifications to any such information, and (4) not make any additional representations or warranties relating to such information. You agree not to circumvent, disable or otherwise interfere with security-related features of the Site or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site or the Content therein.
The trademarks, service marks, and logos of ZOX (the “ZOX Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of ZOX. Nothing on the Site or in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any ZOX Trademark without our prior written consent specific to each such use.
ZOX is strongly committed to respecting intellectual property and other rights. As set forth in the following paragraphs, we have a policy of responding to notices of alleged copyright and trademark infringement that comply with applicable laws, including the Digital Millennium Copyright Act in the United States, and terminating accounts of repeat infringers in appropriate circumstances.
We may, in our sole discretion, limit, suspend, or terminate any user’s access or account, delay or remove Content, and take technical and legal steps to keep users from using the Services if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies or Terms (for example, and without limitation, circumventing temporary or permanent suspensions or harassing our employees or other users).
ZOX Brand Ambassador Terms & Conditions
Thanks for considering our Brand Ambassador Program! Since the Internet is a wild place and we don’t know every one of our brand ambassadors super personally, we’ve created some terms to set everyone’s expectations.
PLEASE READ THIS DOCUMENT IN ITS ENTIRETY BEFORE AGREEING TO BECOME OR TO CONTINUE AS A ZOX BRAND AMBASSADOR.
When we say “Company,” “Zox,” “we,” “our,” or “us” in this document, we are referring to ZOX LLC.
When we say “Products,” we mean any product created by ZOX.
When we say “Ambassador”, “you” or “your,” we are referring to the individual who wishes to be a ZOX brand ambassador, and his or her employees, agents and business affiliates (as applicable).
We sometimes refer to Ambassador and Company individually as a “Party” or collectively as the “Parties.”
BY ACCEPTING THESE BRAND AMBASSADOR TERMS AND CONDITIONS (THE “TERMS”), YOU EXPRESSLY AGREE TO BE BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS. THESE TERMS WILL GOVERN YOUR RELATIONSHIP WITH ZOX AND YOUR PARTICIPATION IN THE ZOX BRAND AMBASSADOR PROGRAM (THE “PROGRAM”). IF YOU DO NOT AGREE TO OR DO NOT UNDERSTAND ANY OF THE TERMS, PLEASE DO NOT ACCEPT THE TERMS. IF AT ANY TIME YOU NO LONGER WISH TO BE BOUND BY THESE TERMS, YOU MUST IMMEDIATELY PROVIDE WRITTEN NOTICE TO ZOX AND CEASE ACTING AS A BRAND AMBASSADOR.
By accepting these Terms and participating in the Program, Ambassador agrees as follows:
To become an Ambassador of the Company, you must:
- Be 18 years of age or older;
- Have read, understand, and agreed to the Terms;
- Maintain and actively use at least one personal social media account on Facebook, Instagram, Twitter, Pinterest, Snapchat, TikTok or YouTube (collectively, “Approved Media”). Your accounts on Approved Media are referred to in these Terms as “Accounts.”
- Be in good standing with the Federal Trade Commission (“FTC”); and
- Comply with all FTC guidelines, including but not limited to the FTC’sDisclosure Requirements for Social Media Influencers, and other applicable laws and regulations.
ZOX reserves the unconditional right to deny or terminate an Ambassador. It is understood and agreed that by becoming an Ambassador, ZOX is under no obligation to provide you with any free Product. Ambassador is responsible for purchasing any Product in order to fulfill your obligations under the Terms.
In exchange for certain compensation, products and/or experiences, and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), you agree to use your best efforts to market and promote the Products and ZOX brand on your Accounts (the “Services”), subject to these Terms.
By accepting these Terms, you agree to perform the following Services:
- Create and post photo, video and/or written content promoting ZOX, Products and/or any related campaigns or services as ZOX may request from time to time (“Content”). For avoidance of any doubt, Content includes any and all content, posts, photos, videos, pictures, writings, or any other work product that you create as part of the Services or otherwise related to the work product you create for ZOX or at ZOX’s request.
- Share and promote your Promo Code to encourage your followers to purchase ZOX Products.
- Promptly respond to communications from any of your followers related to ZOX or Products.
- Promptly respond to communications from ZOX representatives in text, email, phone or any other form.
- If requested by ZOX, participate in educational and training programs related to ZOX, Products or the Program.
In consideration of the Services you provide and the rights you grant to ZOX with respect to the Content, as further provided herein, you will be entitled to the following:
You will receive a unique 25% off promo code for first time customers to use. You will receive a 15% commission on all first time customer sales that use your unique Promo Code.
ZOX, at its sole discretion, may change commission structures and amounts and promo code discounts at any time without notice to you. It is your responsibility to review these terms and conditions from time to time. Your continued participation in the Ambassador Program serves as implied and express consent to these terms and any changes made to these terms and conditions.
Commissions may be paid out upon request, as long as your commissions earned are at least ten dollars ($10) (in other words, your commission may be paid out as soon as it reaches $10). You may request payout of your commission no more than once daily. Commissions paid on a daily basis will be based on the previous day’s sales. You are responsible for all fees connected to processing of payments through Tremendous, Paypal or other platforms ZOX may use to process payment.. All payments will be made in USD, and you are responsible for any fees associated with exchange rates. Commissions will not be paid based on any sales or amounts for any returned Product or any orders that ZOX, in its sole discretion, determines to be attributed to spam, credit card fraud, unauthorized use of your Promo Code, unauthorized use of ZOX’s trademarks, copyrights, logos or other intellectual property, or use of any unauthorized claims. If a sale is canceled or refunded for any reason, any paid commission will be deducted from the amount ZOX owes to you and any subsequent payout of your commissions. Commissions are counted and final numbers are deemed final at the sole discretion and decision of ZOX. ZOX also reserves the right to change the frequency and dates of your commission payouts.
You should clearly advise your followers/customers to use your Promo Code to purchase ZOX Products in order for you to receive commissions. While ZOX makes every reasonable effort to accurately track and pay commissions for all Ambassador sales, ZOX is not responsible for and will not be held liable for any technical difficulties, outside events, actions by other ambassadors, or other uncontrollable events that may disrupt or interfere with ZOX’s ability to track sales or pay commissions. ZOX has the right to pay commissions to any other person, in its sole discretion.
Commissions will not be paid if your Promo Code is not used.
You are solely responsible for any and all tax obligations, if any, due to any taxing authorities arising from or in connection with commissions paid to you by ZOX in connection with the Program. ZOX reserves the right to withhold payment pending an investigation of suspected fraud or misrepresentation of associated commissions for orders or referrals that were obtained fraudulently or through misrepresentation.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF AMBASSADOR
By accepting these Terms, you represent and warrant that:
- You have the capacity and authority to enter into these Terms;
You are responsible for any and all activity undertaken in connection with your
participation in the Program and performance of the Services;
You are not a party to any agreement or subject to any law that restricts your
performance of your obligations under these Terms;
- You have the right to assign the Content to ZOX (as further discussed above), and the Content will be original and does not and will not infringe upon any copyright, patent, trademark, right of publicity or privacy, or any other proprietary or other right of any person;
- You will include “#ZOXPartner” in the caption or other text accompanying Content posted to Approved Media and/or your Accounts;
- You will at all times market, promote, and sell the Products in compliance with all applicable laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, including without limitation, all privacy and data security laws and the terms and conditions of all applicable third-party websites, platforms or applications, including by making disclosures in accordance with theFTC's requirements for social media influencers, as further provided herein, in rendering the Services;
- You will at all times market, promote, endorse and sell the Product using only approved claims as provided by ZOX in product Talking Points and as available on the ZOX website, www.zox.co.
- You will conduct yourself at all times with the highest degree of professionalism, provide the Services with commercially reasonable skill and care in a competent and professional manner, behave in a legal, ethical and business-like manner, and maintain the highest standards of integrity, honesty and responsibility in your dealings with ZOX, its staff, customers, followers and representatives;
- You will represent ZOX Products in a positive, truthful and sincere manner and not engage in any activity or action that may damage or be harmful to the reputation, goodwill or interests of ZOX, any Product, or any of Company’s associates, employees, directors, officers, agents, partners or affiliates;
- You will not commit any act which brings ZOX into public disrepute, contempt, scandal, or ridicule, or which insults or offends any of ZOX’s customers, competitors or the general community to which ZOX’s advertising materials are directed, or which might tend to harm ZOX or any of ZOX’s Products and/or services including, without limitation, disparaging ZOX or any of ZOX’s Products and/or services;
- You will not use ZOX’s name, or any trademarks, copyrighted materials, or other intellectual property of ZOX in any advertising, social media, or in literature other than material published by ZOX, without first obtaining the express written permission of ZOX, except as expressly provided in these Terms; and
RESTRICTIONS / PROHIBITIONS
By accepting these Terms, you agree and understand that if any Content posted by or associated with you is deemed offensive, inappropriate or used incorrectly, ZOX has the right, at its sole discretion, to suspend or terminate your account and/or participation in the Program. ZOX reserves the right to withhold and shall not be liable to pay any commissions or other compensation to you for any such Content, or if you do any of the following, each a material breach of the Terms:
- Make any representations or warranties on behalf of ZOX, other than the ones contained in ZOX’s published marketing and promotional information (e.g., ZOX provided Talking Points);
- Make unsubstantiated claims about Products;
- Promote any use of Products that has not been approved by ZOX;
- Fail to comply with any of the Terms;
- Promote ZOX Products through unsolicited or spam emails or otherwise violate any laws, regulations, rules, administrative guidelines, policies, codes, orders and ordinances, regulating electronic communications;
- Engage in, promote, link or contribute to, or create a platform for, the publishing, hosting, or promotion of sexually explicit materials, scantily clad images or video, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age, or of any content that is unlawful, illegal, harmful, threatening, defamatory, obscene, harassing or otherwise objectionable to ZOX in ZOX’s sole discretion;
- Are convicted of or are alleged to have committed any illegal activity;
- Transmit messages or images inconsistent with the positive images and/or goodwill with which ZOX wishes to associate, in ZOX’s sole discretion;
- Engage in, promote, or contribute to any activity, software, or materials that may divert commissions from other participants in the Program;
- Engage in, promote, or contribute to any illegal activity or violate ZOX’s or any third party’s legal rights, and/or intellectual property rights;
- Engage in “spam” advertising, send unsolicited commercial email, post commercial messages to any forum that prohibits such messages, or engage in any other advertising or marketing practices that are deceptive, misleading, false, fraudulent, or otherwise objectionable, in ZOX’s sole discretion;
- Generate or send any email messages using or containing ZOX’s brand name, logos, or any variation thereof, trademarks, likeness, images, and videos, without ZOX’s express prior written permission, except as expressly provided in these Terms;
- Use ZOX’s banners, brand name, logos, trademarks, likeness, images, and videos, on your own website(s) in a manner that is likely to cause market and/or consumer confusion, in ZOX’s sole discretion;
- Use ZOX’s brand name or trademarks in connection with your name, username or social media handle;
- Create or link to a website that copies, resembles, has the look and feel of or creates the impression that it is the ZOX website or any other platform of ZOX, in ZOX’s sole discretion;
- Read, intercept, record, redirect, interpret or fill in the contents of any electronic form or other materials submitted to ZOX by any person or entity;
- Use any promotional coupon or code that is not provided to you by ZOX for the Program, or run any ad with any of ZOX’s URLs offering brand ambassador commissions;
Offer a cash incentive or discount on ZOX Products as a means of promotion other than Promo Codes provided to you as part of the Program;
- Uses your credit or debit card to purchase Products for a customer or another brand ambassador, or place a product order using someone else’s credit or debit card without the credit or debit card owner’s written permission;
- Engage in any fraudulent activity or other activity that would falsely or artificially increase or affect the number of your followers, “likes” or other indicators of your audience or reach on any applicable Approved Media;
- Create more than one (1) unique Promo Code;
- Modify price information regarding ZOX’s Products or offers on your own website;
Create, link to or host any type of shopping cart between ZOX’s website and your own
- Take any action (or fail to take an action), that is deemed to be unsuitable to ZOX, in ZOX’s sole discretion.
By agreeing to these Terms, you agree that ZOX has the unconditional right to:
- Preview your Content from time to time upon request and to request changes to and/or removal of Content in its sole discretion;
- Monitor your Accounts at all times to ensure compliance with the Terms;
- Notify you of any changes to your Content or Accounts that ZOX feels should be made;
- Pause, suspend or terminate your participation in the Program if you do not make any changes to your Content or Accounts that ZOX feels, in ZOX’s sole discretion, are necessary or appropriate;
- Withhold any commissions on any sales deemed, in ZOX’s sole discretion, to have been made in violation of the Terms; and
- Suspend or terminate your participation in the Program immediately and without notice to you should ZOX suspect that you have committed fraud or otherwise violated the Terms. If such fraud or abuse is detected, ZOX shall not be liable to you for any commissions for such fraudulent sales.
DISCLOSURE OF MATERIAL CONNECTION
As otherwise provided herein, you must include a disclaimer with all Content that you share publicly stating your “material connection” (as defined by the FTC) to ZOX and the fact that you have been compensated or otherwise incentivized to post the Content. For example, you must disclose the fact that Content is “sponsored by ZOX” (such as by prominently displaying “#sponsored”) or an “advertisement” (such as by prominently displaying “#ad”) or that you are paid commissions (such as by prominently displaying “#paid”). Such disclosure must be made in close proximity to any statements that you make about ZOX or ZOX’s Products and must comply with any instructions or directions provided by ZOX and all applicable laws, regulations, administrative guidelines, codes, orders and ordinances, including but not limited to the FTC’sDisclosure Requirements for Social Medial Influencers. This disclosure should be clear and prominent enough for customers to view it when they are reading or otherwise viewing any of the Content. In addition, the customer should not be required to click on, scroll down or mouse over a link in order to view the disclosure. Further, if the Content includes a video, the disclosure should be made both verbally during the video and displayed in text accompanying the video. Please note that this disclosure is required regardless of any space limitations of the medium, where the disclosure can be made via hashtags, such as #sponsored, #paid or #ad.
Note that while ZOX may provide required disclosures (e.g., #ZOXPartner”) and recommended promotional verbiage, ZOX shall not be responsible for any failure by you to comply with any applicable laws, regulations, administrative guidelines, codes, orders and ordinances or any failure by you to obtain all third-party clearances and permissions with respect to Content you post.
IF YOU FAIL TO MAKE THE REQUIRED DISCLOSURES, SUCH FAILURE SHALL BE DEEMED A MATERIAL BREACH OF THE TERMS THAT MAY RESULT IN IMMEDIATE TERMINATION, WITHOUT ANY COMPENSATION OR COMMISSIONS OR LIABILITY TO YOU.
INTELLECTUAL PROPERTY RIGHTS
Ambassador’s Content and Attributes. For the Services which you are providing under these Terms, and without limiting ZOX’s ownership of the ZOX Intellectual Property (as defined below) as provided herein, you hereby grant ZOX the irrevocable, sublicensable, worldwide right and permission to use any Content, in any manner, in whole or in part, and for any purpose in any and all media (now existing or hereinafter developed), including without limitation, on ZOX’s owned or controlled websites and platforms, third-party websites (including retailer websites and/or third-party marketplaces), social media, television, billboards, any advertising materials, publications, marketing materials, point-of-sale displays, and/or presentations, and in any and all other media, in perpetuity. You acknowledge and agree that your Content, including any statements, comments, posts and/or feedback that you provide in connection with the Services or the Program, may be paraphrased, amplified, shortened, put into conversational form, and/or edited to correct grammatical and/or spelling errors.
By accepting these Terms, you acknowledge that participation in the Program means ZOX has the irrevocable right to use your Content and include your name, likeness, image, photograph, voice, videos, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and/or handle and any other indicia or other attributes in any manner that ZOX determines supports the purposes of the Program, in ZOX’s sole discretion, including but not limited to use in any media that accepts advertising or promotional content or communications. Further, you acknowledge and agree that the rights granted by you to ZOX with respect to your Content are granted without compensation to you other than what is provided in the Terms.
Ambassador’s Rights to ZOX Intellectual Property and ZOX Platforms.
ZOX hereby grants you, a non-exclusive, non-transferable, revocable, limited license to use and display ZOX’s trade name, logos and trademarks, slogans, domain names, trade dress, coupons, hypertext links, promotional codes, designs, works of authorship, and other advertising and marketing material (collectively, “ZOX Intellectual Property”) solely in the form and format provided to you through the Program, and solely for the purpose and in the manner specifically authorized by ZOX. You acknowledge ZOX’s exclusive right, title and interest in and to the ZOX Intellectual Property and the goodwill pertaining thereto, that any use of the ZOX Intellectual Property by you does not create any ownership, license or other right or interest in or to the ZOX Intellectual Property by you except as specifically set forth herein and that all use of the ZOX Intellectual Property by you shall inure to the benefit of ZOX. You agree that you shall not, challenge, or assist in any challenge to, the validity or exclusivity of ZOX’s ownership of the applicable ZOX Intellectual Property.
Further, ZOX and its licensors retain all ownership rights in their proprietary platforms, software, websites and technology, including any updates, enhancements, modifications thereto or any back-end technology associated therewith (collectively, “ZOX Platforms”).
By accepting these Terms, you agree that you will not:
- Copy, rent, lease, sell, distribute, or create derivative works based on the ZOX Platforms in whole or in part, by any means, except as expressly authorized in writing by ZOX;
- Use any ZOX Intellectual Property without ZOX’s prior written permission;
Use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” to
send messages to the ZOX Platforms or systems;
Use the ZOX Platforms in any manner that damages, disables, overburdens, or impairs any
of ZOX’s websites or interferes with any other party’s use of the ZOX Platforms;
attempt to gain unauthorized access (or exceed any authorized access) to the ZOX
- Access the ZOX Platforms other than through the ZOX interface; or
Use the ZOX Platforms for any purpose or in any manner that is unlawful or prohibited by
- EXCEPT AS OTHERWISE SET FORTH HEREIN, TO THE EXTENT PERMITTED BY LAW, THE ZOX PLATFORMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. EXCEPT AS OTHERWISE SET FORTH HEREIN, ZOX DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE ZOX PLATFORMS INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Third-Party Licenses. You shall be solely responsible for obtaining any required licenses, permissions or approvals from third parties, contributors, and/or other affected rights-holders with regard to third-party content incorporated into the Content by you, as necessary for ZOX to make full and unrestricted use of the Content as set forth herein, including by way of example and without limitation, requiring all individuals appearing in any Content, to sign an authorization, consent and release form and granting to ZOX all license and publicity rights necessary for ZOX to make use of the name, likeness, image, photograph, distinctive appearance, gestures, mannerisms, biography, statements, avatar, and/or social media name and handle and other indicia of such individual contained in the Content. Upon request by ZOX, you will provide ZOX with copies of such licenses, permissions, approvals or consents.
ZOX may disclose to you confidential or proprietary information and trade secrets from time to time (collectively, “Confidential Information”). ZOX’s Confidential Information includes, without limitation, all non-public or proprietary information and ZOX Intellectual Property, including, but not limited to specifications, ingredients and other proprietary information relating to the ZOX Products, sales figures, software passwords, customers, names and contact information,event format, presentation content, inventions, financial information, business plans, business processes, marketing plans, marketing strategies, marketing copy, financial projections, financial plans, personal information of employees and agents, sponsorship strategies, relationships with vendors, technical data, software designs, drawings, specifications, models, source code, object code, documentation, diagrams, flow charts, inventions, techniques, marketing, product, business and other future plans. For the avoidance of doubt, Confidential Information includes non-public information shared with you via email or other communications from ZOX related to the Program. You agree to hold all Confidential Information in the strictest confidence and not to disclose the Confidential Information to any third party. You agree that ZOX is (and will remain) the sole and exclusive owner of all right, title and interest in and to the Confidential Information, and all ZOX Intellectual Property. You further agree that you will not, and will cause any of your employees other agents to not, use ZOX’s Confidential Information for the benefit of anyone other than ZOX. You agree not to use ZOX’s Confidential Information for any purpose except in the performance of your obligations under these Terms. You acknowledge and agree that the disclosure of the Confidential Information to third parties or the unauthorized use of the Confidential Information or ZOX’s Intellectual Property would cause substantial and irreparable harm and injury to ZOX’s ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or threatened breach of any of the terms of this Section, ZOX shall be entitled to receive injunctive and other equitable relief, without limiting the applicability of any other remedies.
TERM AND TERMINATION
The term of these Terms shall begin upon your acceptance of these Terms and will end when terminated by either Party in writing (the “Term”). Your participation in the Program and these Terms may be terminated by ZOX immediately at any time, with or without cause, upon ZOX’s written notice to you; and by you upon thirty (30) days written notice by you to ZOX. In the event of cancellation or termination by you for any reason or by ZOX for a breach of the Terms by you, in addition to the termination rights hereunder, ZOX shall be entitled to recover all costs (including attorney’s fees) in the enforcement of ZOX’s rights hereunder and, if you have been paid in advance, ZOX shall be entitled to a refund of any fees advanced to you; or, as applicable, you shall waive all rights you have hereunder, including but not limited to any rights to commissions otherwise earned prior to the applicable payment date. ZOX may terminate these Terms and all other agreements between ZOX and other brand ambassadors if ZOX elects to cease business operations, dissolve ZOX or terminate its business. Upon the termination of these Terms, all limited licenses granted to you hereunder shall cease and you shall cease to hold yourself out as brand ambassador of ZOX.
The rights and obligations related to Intellectual Property Rights, Confidentiality, Indemnification, Limitation of Liability and Miscellaneous shall survive any cancellation or termination of these Terms.
In providing the Services to ZOX, you acknowledge and agree that your relationship with ZOX is that of an independent contractor and it is expressly understood and agreed that nothing in these Terms is intended to create, and does not create, any employee, partnership, agency, joint venture or similar relationship between yourself and ZOX. You are solely responsible for all of you own income, social security, unemployment, sales, disability and any other applicable taxes arising out of your performance of the Services under these Terms, as required by applicable laws and regulations. You understand and agree that ZOX will not withhold or make payments or contributions on your behalf. You agree to indemnify and defend ZOX against any and all such taxes or contributions. You are also responsible for all costs, liabilities and expenses you may incur in connection with performing the Services under these Terms.
INDEMNITY; LIMITATION OF LIABILITY
Indemnity. You agree to at all times defend, indemnify and hold harmless ZOX (including, without limitation, its parent entities, all related and affiliated entities and their respective directors, officers, shareholders, employees, agents and representatives) from and against any and all claims of whatever nature, including without limitation: (i) any violation of any law, regulation, rule, administrative guideline, policy, code, order and ordinance committed by you or your agents; (ii) your negligence or willful misconduct and/or (iii) your participation in the Program, and/ or your breach of any obligation, representation or warranty set forth in the Terms. Your obligation to indemnify and defend ZOX as set forth in this Section shall include reimbursement of any and all legal fees and related costs and expenses incurred by ZOX in connection with any such claim.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZOX OR ITS REPRESENTATIVES OR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY CLAIMING THROUGH YOU FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS) ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH ANY BREACH OF THESE TERMS REGARDLESS OF (I) WHETHER SUCH DAMAGES WERE FORESEEABLE, (II) WHETHER OR NOT AMBASSADOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (III) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE TERMS, IN NO EVENT SHALL ZOX’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THE TERMS, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED 50% OF THE COMMISSIONS PAID TO AMBASSADOR PURSUANT TO THE TERMS IN THE 1-YEAR PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Disclaimer. ZOX MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING ZOX’S WEBSITE(S) OR ANY OTHER WEBSITES MAINTAINED AND OPERATED BY ZOX OR THE PRODUCTS OR SERVICES PROVIDED THEREON OR OTHERWISE OFFERED BY ZOX, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, ZOX MAKES NO REPRESENTATION THAT THE OPERATION OF ANY ZOX WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND ZOX IS NOT LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
MISCELLANEOUS; ADDITIONAL TERMS
These Terms constitute the entire agreement between the Parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.
In the event any provision, clause, sentence, phrase, or word hereof, or the application thereof in any circumstances, is held to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remainder hereof, or of the application of any such provision, sentence, clause, phrase, or word in any other circumstances.
The waiver by either Party of a breach of any provision of these Terms by the other Party shall not operate or be construed as a waiver of any other or subsequent breach by the other Party.
ZOX may modify these Terms at any time and its sole discretion. These modifications may include, but are not limited to, changes in the amount of compensation, rate of commission fees, fee schedules, payment procedures, etc. If any of the modifications are unacceptable to you, your only recourse is to terminate your relationship with ZOX. If you continue providing Services following the posting of any modification or change to any of the Terms, it will be considered as your acceptance of the change.
You may not subcontract or otherwise assign, transfer or delegate any of your rights, duties or obligations under these Terms.
ZOX may assign, transfer or delegate its rights, duties and obligations hereunder to any third- party acquirer of the business of ZOX, and following such an assignment, transfer and delegation, ZOX shall have no further duties or obligations hereunder.
The Terms shall be governed in accordance with the laws of the State of Texas and subject to the exclusive jurisdiction of the courts of Travis County or Williamson County, Texas.
All claims, disputes, or causes of action under these Terms, must be brought in an individual capacity, and shall not be brought as a class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. You hereby waive your right to participate in a class action lawsuit against ZOX.
Each Party agrees to do all such acts, matters and things and shall sign or execute and deliver all such documents as may in the reasonable opinion of the other Party be necessary or expedient to further and more effectually carry into effect the provisions of these Terms.
Digital Millennium Copyright Act (“DCMA”) Policy
ZOX will respond to proper notifications of claimed copyright infringement with respect to material posted by users and will take appropriate action including removing and disabling access to the allegedly infringing material on the Site. We also will, in appropriate circumstances, terminate the accounts of registered users whom we find to be repeat infringers. We also may, in our discretion, suspend and/or terminate the account of any registered user who infringes another’s intellectual property right whether or not there is repeat infringement.
If you believe your copyright has been infringed, you should submit notice to our designated DMCA agent at:
Attn: DMCA Copyright Agent
7701 N FM 620, Austin, TX 78726
Any such notice should include the following:
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the Site;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
Your name, address, telephone number and email address (if available); and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf.
If a notice of copyright infringement has been filed against material posted by you, you may make a counter-notification with our designated DMCA agent listed above, provided that such counter-notification must be in writing and contain the following required information:
Your physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement by you under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification; and
Your name, address, telephone number, and a statement that you consent to the jurisdiction of the federal district court in Bexar County, Texas, and that you will accept service of process from the person who filed the notice of copyright infringement or an agent of such person.
If we receive a valid counter-notification, we may reinstate the removed or disabled material in accordance with the DMCA.
Except as provided in the Arbitration provisions above, if any provision of these Terms is unenforceable, the validity and enforceability of the remaining provisions will not be affected.
These Terms and Conditions and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of the State of Texas.
These Terms and Conditions and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms and Conditions).
Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. We do not guarantee we will take action against all breaches of these Terms.
In construing or interpreting these Terms, headings are for convenience only and do not have any substantive meaning or interpretive value.
Forward- Looking Statements
The Services may contain forward-looking statements with respect to ZOX future events and business development. The forward-looking statements are not binding obligations or guarantees of ZOX, but are ZOX’s beliefs with respect to the subject matter. ZOX’s future actions or results could differ materially from those included in any forward-looking statement. It is our intent to regularly update the Services but make no commitment or warranty to do so.
You may not assign or transfer these Terms (or any of your rights or obligations under these Terms) without our prior written consent. Any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer these Terms. These Terms inure to the benefit of and are binding upon the parties and their respective legal representatives, successors, and assigns.
Attn: Legal Dept.
7701 N FM 620, Austin, TX 78726