Welcome to Zamio! We are excited to offer you and your child a simple (and fun) way to sky-rocket your child’s self-esteem. These Zamio Terms of Use are a contract between you on behalf of yourself and your child and Activate Potential LLC dba Zamio (“Zamio,” “us” or “we”). These Terms of Use (or “Terms”) apply to Zamio’s online gamified courses and content and your interactions with us online or offline through zamio.co or any of our other online channels (collectively, our “Services”).

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND ZAMIO.

WHO CAN USE ZAMIO?

Zamio is designed for use by children under the supervision of the child’s parent or legal guardian (the child’s “Grownup”). To be eligible to register and subscribe to the Services, you must be at least 18 years of age, be physically located in a jurisdiction where we offer the Services and where use of the Services complies with applicable laws, and at all times abide by these Terms. If you use the Services as a Grownup to a user who is a legal minor (“child”), you agree: (i) to be bound by these Terms on behalf of yourself and your child; (ii) that you consent to your child’s use of the Services; and (iii) to take full responsibility for your child’s activities on the Services. If you are a child using the Services, then “you” as used herein (unless context requires otherwise) includes both you and your Guardian. By accessing the Services in any manner, you represent and warrant that you and your child meet the eligibility criteria set forth in these Terms. If you do not follow or qualify under such critieria, you must not use the Services. We reserve the right to suspend your access to the Services without notice to you if we discover or suspect that you do not meet the requirements of this section. For clarity, any access or use of the Services by a child without the consent to these Terms and supervision of their Grownup is strictly prohibited and in violation of these Terms.

YOU ACCEPT THESE TERMS

By accessing, registering, or using the Services, you accept and consent to these Terms, our Privacy Notice, and all other documents incorporated by reference. You can also accept the Terms by (i) clicking to accept or agree to the Terms where this option is made available to you in any agreement or electronic form; (ii) by creating an account; (iii) by clicking “sign up” or any similar mechanism; (iv) or by downloading or using the Services in any manner. These Terms will remain in effect as long as you access or use the Services. Additional, separate terms that apply to your use of the Services will be considered to form part of these Terms. We reserve the right to update the Terms or change or delete any content or experience on the Services at any time. If you do not agree to these Terms, do not access or use the Services.

ACCOUNT REGISTRATION

Before your child can use our Services, you must register with Zamio as the child’s Grownup to create an account and provide consent for your child to use the Services. Once your Grownup account is created, your child can register for access to the Services through your account under the child’s name. You agree to provide true, accurate, current, and complete information about yourself as requested on the Services and to update your information to keep it current and accurate within a reasonable time after any change. You must: (i) access the Services only when physically located in a jurisdiction where we offer the Services; (ii) access the Services only when physically located in a state, country, or jurisdiction where participation in the Services are unrestricted and unprohibited by that jurisdiction’s laws; and (iii) at all times abide by these Terms. You may not access or use the Services if you are barred from receiving such services under applicable law or have previously been suspended or removed from any of the Services.

NOT MENTAL HEALTH TREATMENT

Zamio does not offer mental health treatment of any kind. The Services are for informational and entertainment purposes only, and are not a substitute for professional advice, diagnosis, or treatment. Always seek the advice from a mental health professional or other qualified health provider with any questions you or your child may have regarding your mental health. Never disregard professional advice or delay in seeking it because of something you or your child saw on Zamio’s Services.

If you or your child are in crisis or you think you may have an emergency, call your doctor or 911 immediately. If you're having suicidal thoughts, call 1-800-273-TALK (8255) to talk to a skilled, trained counselor at a crisis center in your area at any time (National Suicide Prevention Lifeline). If you are located outside the United States, call your local emergency line immediately.

HEALTH AND SEIZURE WARNING

Some users may experience fatigue, nausea or vertigo while using certain features of the Services. You are responsible for reviewing and adhering to any and all safety tools and tips provided for the Services features you use. In rare instances, exposure to certain light patterns or backgrounds on a virtual reality or alternate reality display may induce an epileptic seizure, even in persons who have no history of prior seizures or epilepsy. While using the Services, your actual vision may be impaired or there may be wires connecting your hardware to the Services. Taking rest breaks the Services may help alleviate symptoms.ONLINE SAFETYWe care about the safety of everyone using our Services. We encourage you to report any content or material on the Services that appears to recruit, entice, advertise, or solicit any person to disclose private information or perform a commercial sexual act or any unlawful act. You understand that you may encounter content on the Services that you feel is offensive, indecent, or objectionable, or content that may contain links or references to objectionable material.

You agree that YOU ACCESS AND USE THE SERVICES AT YOUR OWN RISK and that Zamio shall not have any liability to you for content that may be found to be offensive, indecent, objectionable, inaccurate, incomplete, untimely, invalid, illegal, of poor quality or otherwise.

YOU UNDERSTAND THAT GROWNUPS ARE SOLELY RESPONSIBLE FOR SELECTING AND MONITORING USE OF THE SERVICES BY THEIR CHILDREN.

Zamio offers no guarantee that the Services can be accessed from, displayed on, or linked to from your device. The Services are not available in all languages or in all countries. We make no representation that the Services are appropriate or available for use in any particular location. To the extent you choose to access and use the Services thereon, you do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.

SUBSCRIPTIONS

The Services are only on a monthly subscription basis. If you sign up for a subscription, you agree to pay the subscription fee stated at the time you subscribe, as well as any taxes, fees, or other charges associated with your use of the Services. All fees and other costs are stated in U.S. dollars. If we offer you a free trial, your subscription will begin at the end of the free trial period. Fees and other costs are non-refundable unless otherwise required by law. The price for your subscription or other costs or fees may change at any time, but no price change will affect your past purchases. Subscription payments and other purchase amounts are nonrefundable, and there are no refunds or credits for partially used subscription periods.

PAYMENTS

Unless otherwise stated at signup, your subscription will automatically renew, and the payment method associated with your account will be charged with each renewal. The period of the subscription renewal and the cost of the subscription renewal will be the same as your current subscription period unless otherwise disclosed to you at signup. You can update or cancel your subscription at any time by updating your Account settings or deleting your account, or by contacting us at hello@zamio.co. You must maintain a valid payment method on file with us. You agree that we may charge your payment method on file with the fees due under these Terms, any sales and use taxes and any late fees or interest (as described below). You represent and warrant that the payment information you provide to us is correct and accurate and you are using a form of payment that you are legally authorized to use for this purpose. You agree that you are solely liable for any payment or credit card fraud, abuse or unauthorized use by you or others. You must promptly notify us of any changes to your credit card account number, its expiration date and/or your billing address, or if your credit card expires or is canceled for any reason. You agree to indemnify, defend (at our option), and hold harmless Zamio, our affiliated companies, our non-affiliated partners, and their respective parent companies, affiliates, subsidiaries, officers, directors, members, managers, employees, agents, third-party content providers, sponsors or licensors (collectively the “Zamio Indemnities”) from and against any and all claims, losses, damages, liabilities and expenses, including legal fees and expenses, resulting from or arising out your breach of this section, and such amounts shall be paid to us on demand in immediately payable funds.

LATE PAYMENT

If you do not pay on time or if we cannot charge the payment method you have on file for any reason, we reserve the right to either suspend or terminate your access to the Services. In addition, if any payment is not received within 30 days after the due date, then we may charge a late fee of $10 and we may assess interest at the rate of 1.5% of the outstanding balance per month (18% per year), or the maximum rate permitted by law, whichever is lower, from 30 days after the due date until the date paid. If your unpaid fees are referred to an attorney or collections agency, you shall pay all reasonable attorney’s fees or collections agency fees.

PURCHASES

If we offer sale of goods or services on the Services, those purchases are governed by the terms related to the sale, which are incorporated by reference and made part of these Terms. The prices charged for such purchases are subject to change as to all sales not final and fully paid at the time of the price revision. As to all tangible goods (or intellectual property fixed in a tangible medium) that you may buy: (i) to the fullest extent allowed by applicable law WE MAKE NO WARRANTY THAT THE PRODUCT IS MERCHANTABLE, FIT FOR ANY PARTICULAR PURPOSE, OR NON-INFRINGING, AND WE DISCLAIM ALL SUCH WARRANTIES AS MAY BE IMPLIED OR REQUIRED BY THE LAW OF ANY JURISDICTION and; (ii) we shall be deemed to have fully performed our duty to deliver the goods when we deliver the goods to a common carrier, freight prepaid (or to a governmental postal service, postage prepaid) for shipment to you at the address that you supplied to us; it being understood that you bear the entire risk of loss or damage in transit, mis-delivery or non-delivery of the goods that you may purchase from us. Prior to shipment, we have the right to cancel any order and refund payment based on a mistaken price quote on the Services.

INTELLECTUAL PROPERTY

The Services and their entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Zamio, our licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Using them does not give you ownership of any intellectual property rights in them or the content you access. Except in accordance with these Terms, you may not use the Services or content from the Services unless you obtain written permission from its owner or are otherwise permitted by law. These Terms do not grant you the right to use any branding or logos used in the Services. You may not remove, obscure, or alter any legal notices displayed in or along with the Services.The Zamio name, logo, graphics, page headers, button icons, scripts, and service names are our trademarks, registered trademarks, or trade dress in the U.S. and other countries. Our trademarks and trade dress may not be used in connection with any product or service that is not owned by us, in any manner that is likely to cause confusion, or in any manner that disparages or discredits us. All other trademarks not owned by us that appear in connection with the Services are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by us.All content included in the Services, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is our property, the property of our content suppliers, or the property of other third parties, and is protected by U.S. and international copyright laws. The compilation of the content on the Services is our exclusive property and protected by U.S. and international copyright laws. All Software used on the Services and the App is our property, the property of our Software suppliers, or the property of other third parties, and is protected by U.S. and international copyright laws.

LICENSE GRANT

Zamio grants you grants you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license to access, download, install, and use the Services for your own personal, non-commercial purposes, subject to these Terms. The Services are licensed to you, not sold. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel, or otherwise any ownership, license, or other grant of right to any copyright, trademark, or other intellectual property of Zamio or any third party, except as expressly provided in these Terms. Zamio reserves all rights not expressly granted in these Terms.

INFRINGEMENT NOTIFICATIONS

Zamio takes the rights of others very seriously. If you are concerned that any contents on the Services is improper or infringing, please contact us at hello@zamio.co. If you would like the contents removed, please provide: (i) a detailed description of the objectionable content, including where it is located on the Services; (ii) a statement that you have a good faith belief that the poster does not have permission to use the said objectionable content; (iii) a statement that you are the owner, or exclusive agent of the owner, of the objectionable content; (iv) your contact information, and; (v) a signed and sworn statement, under penalty of perjury, that your statements above are true to your knowledge.

ACCEPTABLE USE

You are personally responsible for your and your child’s use of the Services. You represent and warrant that you will use the Services in accordance with the following acceptable use requirements:You will use the Services in a respectful manner and in compliance with applicable laws; Any information you submit to us is truthful and accurate; You will maintain the accuracy of that information; You will abide by all rules of conduct relating to any Game you play or Site features you use;You will not do anything that might jeopardize the security of your Account; You will not engage in any activity described under Prohibited Acts (Section 8.2); andYou will notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. Any information that you provide to us will also be subject to our Privacy Notice.We may temporarily or permanently ban you if you violate the provisions of this section, or if you abuse email communications or support communications, as determined by us, in our sole discretion.

PROHIBITED ACTS

You and your child are strictly prohibited from engaging in the conduct described below. By using the Services, you represent and warrant that your use of the Services will not: Use or attempt to use another user’s account without authorization, or impersonate any person or entity; Harvest, solicit, or collect information of other users for any reason whatsoever, including, without limitation, for sending unsolicited communications; Upload Your Content (defined below) or other data that contains software viruses or is designed to interrupt, destroy, or limit the functionality of any equipment or services, or that contains other harmful, disruptive, or destructive files or content;Post, advertise, or promote products or services commercially, or upload any content that is advertising, promotional material, junk mail, spam, or a contest or sweepstake, or that furthers or promotes criminal activity; Infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, moral rights, or other intellectual property rights, or rights of publicity or privacy; Violate, or encourage any conduct that would violate, any applicable law or regulation or would give rise to civil liability; Be fraudulent, false, misleading, or deceptive; Be defamatory, obscene, pornographic, vulgar, or offensive; Promote discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; Be violent or threatening or promote violence or actions that are threatening to any person or entity; Promote illegal or harmful activities or substances; orUse the Services in any manner that, in our sole discretion, is objectionable or restricts or inhibits any other person from using or enjoying the Services, or which may expose us or our users to any harm or liability of any type.You further agree to not rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market or transfer the Services or any portion thereof or use it in any manner not expressly authorized by these Terms. You further agree not to copy, reverse engineer, translate, port, modify, or make derivative works of any portion of the Services. Additionally, you are strictly prohibited from violating or trying to violate our security features, such as by:Accessing data not intended for you or logging onto a server or an account which you are not authorized; Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures unless we expressly authorize that you do so in writing; Attempting to interfere with service to any user, host, or network, such as by means of submitting a virus to overloading, “flooding,” “spamming,” “mail bombing,” or “crashing”; Sending unsolicited email, including promotions and/or advertising of products or services forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting;Using any device, software, or routine to interfere, or try to interfere, with the proper working of the Services or any activity being conducted on the Services ; or Using or attempting to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the Services other than the search engine and search agents that we make available via the Services and other than the generally available third-party web browsers. If you violate our system or network security, you may face civil or criminal liability. Tampering with the Services, conducting fraudulent activities on the Services and all other illegal activities are prohibited and may subject a user to legal action and/or termination of your access to the Services. We will investigate occurrences that may involve such violations. We may involve or cooperate with law enforcement authorities in prosecuting users who are involved in such violations. This section provides examples of prohibited conduct. The above lists are not intended to be exhaustive. Any conduct by you that, in our sole discretion, restricts or inhibits any other individual from using or enjoying the Services will not be permitted.

YOUR CONTENT

The Services may contain message boards, chat rooms, or other interactive features (collectively, "Interactive Features") that allow users to post, submit, publish, display, or transmit to other users or other persons content or materials (collectively, "Your Content") on or through the Services. All of Your Content must comply with the use standards set out in these Terms. We do not review or verify Your Content for truth or accuracy. With respect to any Your Content posted by you, you represent that (i) you created and own the rights to the content, or you have the owner’s express permission to post such content; and (ii) the content does not infringe any other person’s or entity’s rights (including, without limitation, copyrights, trademarks, rights of publicity or privacy rights) or violate any applicable laws, rules or regulations, these Terms, or any of our other posted policies. Your Content will be considered non-confidential and non-proprietary. By providing any Your Content, you grant us and our affiliates and service providers, and each of their and our licensees, successors, and assigns a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, any such material for any purpose, as well as all modified and derivative works thereof. To the extent permitted by applicable laws, you hereby covenant not to assert against us any moral rights you may have in any Your Content.Your Content must not (a) misrepresent your identity or affiliation with any person or organization; (b) seek to collect others’ Personal Information by any means; (c) seek to transmit chain letters, or bulk or junk email; (d) relate to contests, sweepstakes, or other sales promotions; (e) include information that may be used to track, contact, or impersonate another individual; (f) infringe any intellectual property or other proprietary rights of Zamio or any other person; (g) seek to harm or exploit children; (h) contain any material that is false, defamatory, libelous, obscene, harassing, discriminatory, profane, or otherwise offensive, damaging, unlawful, or harmful; (i) violate Zamio’s or any other person’s or entity’s legal rights, contain any material that could give rise to civil or criminal liability under applicable laws or regulations, or otherwise promote, advocate or assist any illegal activity or unlawful act; or (j) be otherwise objectionable as determined by us at our sole discretion.You are solely responsible for Your Content and the consequences of posting it online. You assume all risks associated with dealing with other users with whom you come in contact through the Services, and, to the extent that the law permits, you release us from any claims or liability related to any Your Content posted via the Services and from any claims related to the conduct of any other users. You also represent and warrant that you will indemnify, defend (at our option), and hold harmless the Zamio Indemnities against all claims, actions, allegations, fines, damages, or loss resulting from or arising out of the Your Content you provide to us or upload to the Services. You understand and acknowledge that we take no responsibility and assume no liability for any content posted by you or any third party, and you, not us, have full responsibility for the Your Content you submit, including their legality, reliability, accuracy, and appropriateness. We do not undertake to review material before it is posted on the Services, and we cannot ensure prompt removal of objectionable material after it has been posted. We reserve the right, but have no obligation to, monitor, review, screen, post, remove, reject, modify, or store Your Content at any time and for any reason without notice. We may refuse, alter, or remove Your Content without notice for any reason at our sole discretion. We do not endorse any Your Content, and the Your Content posted does not reflect our opinions, views, or advice. We take no responsibility and assume no liability for any Your Content that you or a third party posts or sends on or through the Services, nor do we assume any liability for any action or inaction regarding transmissions, communications or content provided by any user or third party.

FEEDBACK

You may from time-to-time provide us certain materials, communications, suggestions, comments, improvements, ideas or other feedback related to the Services (“Feedback”). You hereby additionally grant to us all rights, titles and interests in and to any Feedback. In the event this grant is not sufficient for us to fully realize and use the Feedback, you grant us a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use and incorporate into the Services any of the Feedback. By providing Feedback, you are representing that the Feedback is not subject to any intellectual property claim by a third party or any license terms which would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.UPDATESFrom time to time, we may, in our sole discretion, develop and provide updates to the Services, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that we have no obligation to provide any Updates or to continue to provide or enable any features or functionality. You agree to promptly download and install all Updates and acknowledge and agree that the Services or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Services and be subject to these Terms.

SOFTWARE REQUIREMENTS

You must have a compatible computer and/or mobile device, internet access, and the necessary minimum specifications (“Software Requirements”) to use the Services. The Software Requirements are listed on the relevant app store or mobile application page. Software may be upgraded from time to time to add support for new functions. The Services may request certain privacy permissions from time to time such as access to other apps or data on your device. You acknowledge that the terms of agreement with your respective mobile network provider will continue to apply while you use the Services on a mobile device. Data and messaging charges may apply to your use of the Services on a mobile device or any text messaging or photo sharing features you use. You accept responsibility for any such charges that arise. If you are not the bill payer for the mobile telephone or handheld device being used to access the Services, you will be assumed to have received permission from the bill payer for use of the Services.AVAILABILITY We will use commercially reasonable efforts to maintain availability of the Services. You agree and understand that there will be times when the Services will not be available, such as scheduled maintenance times; outages; emergency maintenance; unavailability caused by software, hardware, or other users; and causes beyond our reasonable control. We will make commercially reasonable efforts to notify you of planned downtime and unavailability of the Services. We are not liable for any delays, interruptions, or other transmission errors resulting from any lack of Service access, or caused by your device or your internet or wireless service provider. We may suspend and/or close the account of any user who violates, or whom we reasonably believe may be in violation of or will violate, these Terms, at any time without notice and without liability to you. You understand and agree that you are responsible for obtaining and maintaining all telephone, computer hardware, software, and other equipment needed for access to and use of the Services and all charges related thereto.

THIRD-PARTY SERVICES

You may be able to access third-party websites or other services (“Third-Party Services”) from our Services. Zamio is not responsible for any Third-Party Services. You are solely responsible for your dealings with third parties. Your use of Third-Party Services may be subject to that third-party’s terms and conditions and privacy practices. We do not endorse any Third-Party Services. You hereby agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability or your use of any Third-Party Services or as a result of any reliance placed by you on the completeness, accuracy, or existence of any the information, advertising, products, services, or materials contained on or accessible through any such Third-Party Services.

DISCLAIMER OF WARRANTIESYOUR USE OF THE SERVICES IS AT YOUR OWN RISK. ZAMIO MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICES OR RELATING TO THE AVAILABILITY, QUALITY, RELIABILITY, SUITABILITY, TIMELINESS, TRUTH, ACCURACY OR COMPLETENESS OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD-PARTY RIGHTS. ZAMIO DOES NOT WARRANT THAT THE SERVICES WILL MEET ALL OF YOUR REQUIREMENTS OR THAT ITS OPERATIONS WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT ANY DEFECT WITHIN THE SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, REPRESENTATION OR ADVICE GIVEN BY ZAMIO SHALL CREATE A WARRANTY WITHOUT A WRITING SIGNED BY ZAMIO REFLECTING THE CREATION OF SUCH WARRANTY.

Without limiting the generality of the foregoing, Any action on your part in response to information offered on the Services is at your own risk. You should consult your own care provider concerning the information on the Services. In no event shall Zamio or any third parties mentioned on the Services be liable for any damages (including, without limitation, incidental and consequential damages, personal injury/wrongful death, lost profits, or damages resulting from lost data or business interruption) resulting from the use of or inability to use the Services, its contents, or the use of any product, information, idea, service or instruction contained in the material provided and/or any website(s) linked to/from it, whether based on warranty, contract, tort, or any other legal theory, and whether or not Zamio or any third parties mentioned on the Services are advised of the possibility of such damages.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT ZAMIO IS NOT RESPONSIBLE FOR THE RESULTS OF YOUR DECISIONS RESULTING FROM THE USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, YOUR CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR YOUR CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT BASED ON THE CONTENT OR SERVICE OF THE SERVICES.LIMITATION OF LIABILITY

IN NO EVENT WILL WE, OUR AFFILIATES, OR OUR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, DIRECTORS, MANAGERS, OR MEMBERS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICES, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE SERVICES OR SUCH OTHER WEBSITES, THE SERVICES, SOFTWARE, OR ANY ITEMS OBTAINED THROUGH THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY YOU TO US DURING THE LAST THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

INDEMNIFICATION

You agree to indemnify, defend (at our option), and hold harmless the Zamio Indemnities and their respective suppliers, licensors and partners from and against any and all claims, losses, damages, liabilities and expenses, including legal fees and expenses, resulting from or arising out of your: (i) violation of these Terms; (ii) negligent, willful misconduct, fraud, or strict liability; (iii) use, misuse and/or access of the Services; (iv) violation of any applicable law; (v) content you post, store, or otherwise transmit in or through the Services; and/or (vi) violation of the rights of any third party, or any breach of the representations, warranties, and covenants made by you herein. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Zamio, and you agree to cooperate with Zamio’s defense of these claims, at your sole cost and expense, and such amounts shall be paid to us on demand in immediately payable funds.TERMINATIONYou may close your account and unsubscribe from your subscription (“Termination”) at any time and for any reason by logging into your account and following the account closure process. Immediately upon Termination, (i) all license and rights granted to you under these Terms automatically terminate and you shall automatically forfeit the right to use the Services and (ii) you must immediately discontinue use of the Services. Your obligation to pay accrued fees will survive any Termination. We may Terminate your account and subscription immediately upon giving notice to you if you breach any of these Terms for any other reason or for no reason by giving you 30 days’ notice. Our rights and your obligations under these Terms shall not be affected by the Termination of your Account.

DISPUTE RESOLUTION

PLEASE READ THE FOLLOWING SECTIONS CAREFULLY BECAUSE IT CONTAINS A CLASS ACTION WAIVER, REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES, AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.

You agree that any dispute, controversy or claim between you and Zamio arising out of or relating to: (i) these Terms, or the breach thereof; (ii) our provision of the Services; (iii) your access to or use of the Services; or (iv) any alleged violation of any federal, state, or local law, statute, or ordinance (each such dispute, controversy or claim, a “Dispute”) will be governed by the arbitration procedure outlined below.INFORMAL DISPUTE RESOLUTIONWe want to address your concerns without the necessity of a formal legal case. Before filing a claim against Zamio, you agree to try to resolve the Dispute informally by contacting hello@zamio.co. Zamio will contact you by email as part of a good faith effort to resolve the Dispute informally. If a Dispute is not resolved within 30 days after submission, you or Zamio may bring a formal proceeding.

ARBITRATION AGREEMENT

You and Zamio each agree to resolve any Disputes through final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes. The arbitration will be held in Austin, Texas, United States, or any other location we agree to. The AAA rules will govern payment of all arbitration fees. Notwithstanding the foregoing, either you or Zamio may assert claims, if they qualify, in small claims court in Austin, Texas or any United States county where you live or work. Either party may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of our Services, or infringement of intellectual property rights (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute resolution process described above.

CLASS ACTION WAIVER

You may only resolve Disputes with Zamio on an individual basis and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed under these Terms.

GOVERNING LAW

Except as otherwise required by applicable law, the Terms and the resolution of any Disputes shall be governed by and construed in accordance with Texas state law, the Federal Arbitration Act, and applicable U.S. federal law, as applicable, in each case without regard to the choice or conflicts of law provisions. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) do not apply. Except as otherwise required by applicable law, if the agreement to arbitrate is found not to apply to you or your claim, you hereby consent to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, USA to enforce these Terms or adjudicate any other Dispute, and you and Zamio each agree to waive the right to a jury trial.

LIMITATION ON CLAIMS

Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to your use of the Services must be filed within one (1) year after such claim or cause of action arose, or else that claim or cause of action will be barred forever.

GEOGRAPHIC RESTRICTIONS

Zamio is owned and operated in the United States. We make no claims that the Services or any other products or services or their content is accessible or appropriate outside of the United States. Access to our Services may not be legal by certain persons or in certain countries. If you access the Services from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.

VOID WHERE PROHIBITED

Use of the Services is void where prohibited. Zamio reserves the right to limit, in our sole discretion, the provision and quantity of all or certain Services to any person or geographic area.

RELATIONSHIP OF PARTIES

The parties’ relationship, as established by these Terms, is solely that of independent contractors. These Terms do not create any partnership, joint venture, or similar business relationship between the parties. Neither party is a legal representative of the other party, and neither party can direct and control the day-to-day activities of the other, or assume or create any obligation, representation, warranty, or guarantee, express or implied, on behalf of the other party for any purpose whatsoever.

ASSIGNMENT

You may not assign, delegate, or transfer these Terms, by operation of law or otherwise, without our prior written consent, but Zamio may freely assign or transfer these Terms without restriction. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Notwithstanding the foregoing, either Party may, without consent, assign these Terms to any successor to all or substantially all its business that concerns these Terms (whether by sale of assets or equity, merger, consolidation or otherwise). Subject to the foregoing, these Terms will bind and inure to the benefit of the Parties, their successors, and permitted assigns.

ENTIRE AGREEMENT

Except as otherwise stated herein, these Terms and the agreements incorporated by reference herein constitute the entire and exclusive understanding and agreement between Zamio and you regarding the Services and supersede and replace any and all prior oral or written understandings or agreements between Zamio and you regarding the Services.

ENFORCEMENT

Zamio reserves the right (but is not required) to remove or disable your access to our Services, disable any username, password, or other identifier, whether chosen by you or provided by us, or remove any Content, or your User Generated Material at any time and without notice, and at our sole discretion, if we determine that your use of our Services is in any way objectionable or in violation of these Terms. Certain violations of these Terms, as determined by Zamio, may result in immediate termination of your access to the Services without prior notice to you. We have the right to investigate violations of these Terms and any conduct that affects our Services, and in response may take any action we may deem appropriate.

WAIVER; SEVERABILITY

Zamio’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. Except as expressly set forth herein, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these Terms will remain in full force and effect.

NOTICES

Any notices or other communications provided by us under these Terms, including those regarding modifications to these Terms, will be given (i) via email; or (ii) by posting to the Services. For notices made by email, the date of receipt on the message will be deemed the date on which such notice is transmitted.

CONSENT TO DO BUSINESS ONLINE

By accessing the Services, registering for or using the Services, or typing your name into any of our electronic forms and indicating your acceptance or submission of information by clicking a box, you consent to (i) Zamio communicating with you electronically; (ii) receiving all applications, notices, disclosures, and authorizations (collectively, “Records”) from us electronically; and (iii) entering into agreements and transactions using electronic Records and signatures. Please note that federal law treats electronic signatures as having the same legal force and effect as if they were signed on paper by hand, and online contracts have the same legal force as signing an equivalent paper contract in ink. We will use electronic documents for all communications, notices, agreements, disclosures, authorizations, and other documents necessary to provide you with the Services. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. You must have a computer or other web-enabled device, an internet connection, an active email account, and the ability to receive and read PDF files to conduct business with us electronically. You agree to be responsible for keeping your own Records. If you require assistance with your Records or if you wish to receive Records in paper format or to withdraw your consent to receiving electronic records from us, please contact us at hello@zamio.co. Agreements and transactions executed prior to this request will remain valid and enforceable.

AMENDMENTS

We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and will apply to all access to and use of the Services thereafter. If you do not want to agree to the revised Terms, you may not use the Services, and accordingly, must immediately terminate your use of the Services.

Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.