ZonGuru Terms of ServiceLast modified: August 2019
Hello and welcome to ZonGuru Pte Ltd.’s (“ZonGuru”, “we”, “us” and “our” and including our owner(s), parent company(ies), affiliate entities, and employees, and assigns) online website (including all content and functionality available through the https://zonguru.com/ domain name, the “Site”) and mobile application (the “App”). We are delighted to provide you with access to the Site and App, related data, ZonGuru’s proprietary software, content and related documentation and information through the App in connection with our current software service used to track sales and rankings of Amazon products and automate various Amazon seller tasks, in addition to and any future features, products and/or services we may provide through the Site or App (collectively the “Services”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE SITE, THE APP AND/OR SERVICES.
ZonGuru may modify this Agreement at any time, and such modification shall be effective immediately upon either posting of the modified Agreement or notifying you. You agree to review this Agreement periodically to ensure that you are aware of any modifications and you agree that your continued access or use of the Site and/or App shall be deemed your conclusive acceptance of the modified Agreement.
1. SERVICE TERMS AND LIMITATIONS.
1.1 Proprietary Rights.
The entire contents displayed on the Site and App (the “Content”) have copyrighted protection as a collective work under the laws of Singapore, the United States and other copyright laws. ZonGuru is the sole exclusive owner of the Content. There may be collective work that is the property of other third parties and such collective work is also protected by copyright and other intellectual property laws. You are allowed to display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the Content from the different areas of the Site only for non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written permission of the copyright owner. You may not change or delete any proprietary notices from materials downloaded from the Site or App. You agree not to use any ZonGuru logo or any other proprietary graphic or trademark without ZonGuru’s express written consent. As between the parties, title, ownership rights, and intellectual property rights in the Content, and any copies or portions thereof, shall remain in ZonGuru and/or its content providers. Third-party trademarks, service marks and logos contained in the Site are owned and licensed by their respective owners. Any and all rights not expressly granted herein are reserved.
1.2 Grant of Limited License.
Your access to the Service is licensed and not sold. Subject to the terms of this Agreement, and upon your registration for an Account, ZonGuru hereby grants you a revocable, non-exclusive, non-transferable account enabling you to access and use the Services and the App and the Site. All the Content that is made available to view and/or download in connection with the Site and App is owned by and is the copyrighted work of ZonGuru and/or its suppliers and is licensed, not sold. You do not have the right to lend, lease, rent or sublicense the Site, the App and/or the Content. Your use of the Services (including the use of the materials that you download in connection with the use of the App, along with any documentation, text, software, photos, video, graphics, and music, sound or other multimedia files that might accompany it (collectively, “Material”)) is governed by the terms of this Agreement. We reserve the right, without notice and in our sole discretion, to terminate your license to use the Site, the App and Services, and to block or prevent future access to and use of the Site, the App and Services. You are not permitted, directly or indirectly, and the foregoing license grant does NOT include the right for you to (a) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction on any computer network or broadcast or publications media; (b) market, sell or make commercial use of the Site, App, or any Material; (c) systematically collect and use of any data or content including the use of any data spiders, robots, or similar data gathering, mining or extraction methods; (d) make derivative uses of the Site, App, or the Material; or (e) use, frame or utilize framing techniques to enclose any portion of the Site, App (including the images found at this Site, App, or any text or the layout/design of any page or form contained on a page).
1.3 User’s Restrictions.
You are not permitted, directly or indirectly, to (a) engage in any acts inconsistent with the principles of copyright protection and fair use, as codified in 17 U.S.C. Sections 106-110, without obtaining the express written consent of ZonGuru and/or the copyright owner; (b) distribute, display, rent, lease, transfer or otherwise transfer rights to, or in any way exploit, the Content, in whole or in part; or (c) remove any proprietary notices or labels on the Content.
1.4 User Agreement.
(a) Account. In order to use the Services, you will need to register for an Account. You may register for an Account by providing us with certain requested information such as your name and email address or, at our discretion, by allowing us to access your name and other profile information through existing accounts you may have on sites such as Google or on social networking websites, such as Facebook or Twitter (collectively, “SN Websites”, and each of Your SN Website profile, a “SN Website Profile”). You agree to: (i) provide true, accurate, current and complete information about yourself when registering for an Account, including any credit card information (your “Credit Card”) as applicable; (ii) maintain and promptly update your Account to keep it true, accurate, current and complete; (iii) review the types of subscription plans (each a “Plan”) and fees offered by us (accessible at https://zonguru.com/pricing/)(the “Fees”) to be charged for your use of the Services; and (iv) authorize ZonGuru and its affiliates or Processor (as defined in Section 1.6(d) herein) to charge your Credit Card for any and all Fees incurred by you for your use of the Services. If you provide any information that is untrue, inaccurate, not current or incomplete, or ZonGuru has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, ZonGuru has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof).
(b) Use of the App. You understand and agree that (i) your use of the App is conditioned upon your acceptance of the terms of this Agreement; (ii) the App contains copyrighted material, trade secrets, and other proprietary materials of ZonGuru and its licensors; (iii) you will only use the App to access and/or use the Services; (iv) you will not use any software or services in conjunction with the Service or authorized third-party software which modifies or reroutes, or attempts to modify or reroute, the Service; (v) you will not authorize any third party to access and/or use the Service on your behalf using any automated process such as a BOT, a spider or periodic caching of information stored by the Service on your behalf without a separate written agreement with us; (vi) you will not use any software or hardware that reduces the number of Users directly accessing or using the Service (sometimes called ‘multiplexing’ or ‘pooling’ software or hardware); (vii) you will not lend, lease, rent or sublicense the App; (viii) you will permit us to send and deliver updates and notifications to you as part of your use of the App; (ix) you will allow the App to automatically download and install updates from time to time from us which are designed to improve, enhance and further develop the App and may take the form of bug fixes, enhanced functions, new software modules and completely new versions; and (x) in order to protect those proprietary materials, except as expressly permitted by applicable law, neither you nor a third party acting on your behalf will: (A) decompile, disassemble or reverse engineer the App; (B) modify or create derivative works of the App; (C) use the App in any manner to provide service bureau, commercial time-sharing or other computer services to third parties; (D) transmit the App or provide its functionality, in whole or in part, over the Internet or other network (except as expressly permitted above); (E) sell, distribute, rent, lease, sublicense or otherwise transfer the App to a third party; or (F) use components of the App to run applications not running on the App.
1.5 User Representations.
(a) You represent and warrant to ZonGuru that you will (i) maintain the security of your user identification, password and other confidential information relating to your Account; (ii) maintain the security, confidentiality and integrity of all messages and the content that you receive, transmit through or store on the Service; (iii) maintain all charges resulting from the use of your Account, including but not limited to, unauthorized use of your Account prior to you notifying ZonGuru in writing of such use and taking steps to prevent its further occurrence by changing your password; (iv) comply with the terms set forth herein; and (v) comply with all applicable U.S. and international laws, statutes, ordinances, rules, regulations, contracts and applicable licenses regarding your use of the Services, the App or Site.
(b) You warrant, represent and agree that you will not use the Site or App in a manner that (i) infringes the intellectual property rights or proprietary rights, or rights of publicity or privacy, of any third party; (ii) violates any law, statute, ordinance or regulation; (iii) you should know is harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, fraudulent, deceptive, or misleading or otherwise objectionable; (iv) adversely affects or reflects negatively on ZonGuru’s goodwill, name or reputation or causes duress, distress or discomfort to ZonGuru or anyone else, or discourages any person, firm or enterprise from using all or any portion, feature, or function of the Site or App, or from advertising, liking or becoming a supplier to use in connection with the Site or App; (v) send or result in the transmission or junk e-mail, chain letters, duplicative or unsolicited messages, or so-called “spamming”; (vi) transmit, distribute or upload programs or material that contain malicious code, such as viruses, timebombs, cancelbots, worms, trojan horse, spyware, or other potentially harmful programs or other material or information; (vii) falsely report to an employee or agent of ZonGuru; (viii) circumvent, disable or otherwise interfere with security-related features of the Site, the App or its features that prevent or restrict use or copying of any content; (ix) intercept or attempt to intercept email or other private communications not intended for you; and/or (x) causes the Site or App to be used for commercial or business purposes, including, without limitation, advertising, marketing, or offering goods or services, whether or not for financial or any other form of compensation or through linking with any other Site or web pages.
(c) You further represent and warrant that (A) you are over the age of eighteen (18) and have the power, authority or consent to enter into and perform your obligations under the Agreement; (B) all information provided by you to ZonGuru, including Credit Card information, is truthful, accurate and complete; (C) you are authorized, or have the permission of the authorized signatory of the Credit Card provided to ZonGuru, to pay any Fees incurred from use of the Services; and (D) you shall comply with all terms and conditions of this Agreement.
1.6 Fees; Third Party Payment Processor.
Fees. Use of the Services is charged on an annual or monthly subscription basis based on the type of Plan you select (the “Subscription”). We may bill any Fees in connection with your Subscription to you through your Account which is processed by our Processor, for use of the Service. You understand and agree that any annual Plan must be paid in full upfront. You agree to pay us all Fees at the prices you agreed to for any use of the Service by you or other persons (including your agents) using your Account, and you authorize us to charge your Credit Card for all Fees. You agree to make payment using that selected Credit Card. We reserve the right to change or modify Plan Fees periodically (each a “Fee Change”) and we will provide you notice of such Fee Change through your Account or by posting such Fee Change on the Site or App. Your continued use of the Services after such Fee Change becomes effective shall be deemed your conclusive acceptance of the Fee Change. If you initiate a chargeback or otherwise reverse a payment made with your Credit Card, we may in our discretion terminate your Account immediately. If we successfully dispute the reversal, and the reversed funds are returned, you are not entitled to a refund or to have your Account reinstated.
Automatic Renewals. Your Subscription will continue indefinitely until canceled by you or terminated by us. After your initial Subscription commitment period, and again after any subsequent Subscription period, your Subscription will automatically renew and continue for an additional equivalent period, at the then current price for such Plan (each renewal period a “Subscription Renewal”). You agree that your Account will be subject to this automatic renewal feature unless you cancel your account at least 10 days prior to the end of your then-current Subscription period. If you cancel your Subscription, you may use your Subscription until the end of your then-current subscription term; your Subscription will not be renewed after your then-current term expires. However, you won’t be eligible for a prorated refund of any portion of the Subscription Fee paid for the then-current subscription period. By subscribing, you authorize ZonGuru and our Processor to charge your Credit Card for the initial Subscription and again at the beginning of any subsequent Subscription Renewal. You also authorize ZonGuru and our Processor to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your Subscription, if we do not receive payment from your Credit Card, you agree to pay all amounts due on your Account upon demand and/or you agree that we may either terminate or suspend your Subscription and continue to attempt to charge your Credit Card until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription Renewal period will begin as of the day payment was received).
Refunds. Any refunds provided by ZonGuru are subject to this Section 1.6(c) (the “Refund Policy”).
Monthly Plans are not eligible for any refunds. If you cancel a Subscription subject to a monthly Plan, you may use your Subscription until the end of the then-current month and you will not be entitled to any prorated refund of any portion of the monthly Subscription Fee.
If you have selected an annual Plan, you may contact us within 30 days following your initial Subscription activation date (the “Refund Period”) to terminate your annual Subscription and receive a full refund of your upfront paid Fees (the “Refund”). To receive the Refund, you understand that you must contact us at Support@ZonGuru.com within the Refund Period to cancel your Subscription and request a refund. Any requests for cancellation made after the Refund Period will not be eligible for a Refund. You further understand and agree that our Refund Policy is only applicable to the initial and first annual Subscription period in which you sign up for and is not, under any circumstances, applicable to any Subscription Renewal terms.
2. FEEDBACK; TESTIMONIAL.
Feedback. You may provide us with comments and feedback through the Site and/or App. Any such comments or ratings you provide through the Site and/or App will collectively be referred to as “Feedback”. By providing Feedback to ZonGuru, you automatically grant to ZonGuru a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, publicly perform or display any materials or other information (including without limitation, ideas contained therein for new or improved products or services) you submit to us. You further acknowledge and agree that your name, SN Website Profile and/or likeness may be associated with your Feedback and posted on the Site and/or App and you hereby grant us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use your name, SN Website Profile and/or likeness in association with your Feedback. You agree that you shall have no recourse against ZonGuru for any alleged or actual infringement or misappropriation of any proprietary right in your communication to us. You further acknowledge and agree that no compensation will be paid with respect to the use of your Feedback, as provided herein, and that ZonGuru may remove any Feedback we post on the Site or through the App at any time in our sole discretion. Further, when you provide Feedback, you authorize and direct ZonGuru to make such copies thereof as ZonGuru deems necessary in order to facilitate the posting and storage of such content on the Site and/or App.
Testimonial. From time to time, we may ask you to provide a quote, statement, photograph, video or declaration made by you or attributed to you, in whole or in part, with respect to your use of our Services (collectively, the “Testimonial”). You hereby grant ZonGuru a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to use, copy, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, publish and/or broadcast, without any type of compensation to you, any and all Testimonials, your name and/or likeness taken by ZonGuru or its agents or employees, or submitted by you to ZonGuru in any media (including print, internet, film, television, processes and technology now or hereafter known or devised and no matter how distributed or published) for any purpose, which may include, but shall not be limited to, advertising, promotion, marketing and packaging of ZonGuru or any product or service sold and marketed by ZonGuru. You agree that this authorization to use the Testimonials may be assigned by ZonGuru to any other party. You agree that that the Testimonials may be combined with other photographs, sounds, text and graphics, and that the Testimonials may be manipulated, cropped, altered or modified in ZonGuru’ sole discretion.
Release. You hereby release ZonGuru, its directors, officers, employees and agents, from any and all claims and demands arising out of or in connection with such use of the Feedback and/or Testimonial and your name and/or likeness, including, but not limited to, any obligation to make any payment hereunder and from any other liability incurred in connection with the use of any Feedback and/or Testimonial or your name and/or likeness in the manner provided herein. You further acknowledge and agree that this release is irrevocable and binding upon your heirs and assigns.
ZonGuru reserves complete and sole discretion with respect to the operation of the Site and the App. ZonGuru may, among other things: (a) delete email or private messages if it has not been accessed by a User within the time established by ZonGuru policies; (b) subject to Section 1, make available to third parties information relating to the Users; and (c) withdraw, suspend or discontinue any functionality or feature of the Site and/or the App.
4. CONTENT AND GENERAL DISCLAIMERS
4.1 General Disclaimer.
THE SITE AND THE APP ARE PROVIDED BY ZONGURU ON AN “AS IS” BASIS. ZONGURU MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE, THE APP OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE OR THE APP. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ZONGURU DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND WARRANTIES THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THE FACE OF THESE TERMS. ZONGURU CANNOT AND DOES NOT WARRANT AGAINST HUMAN AND MACHINE ERRORS, OMISSIONS, DELAYS, INTERRUPTIONS OR LOSSES, INCLUDING LOSS OF DATA. ZONGURU CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING FROM THE SITE OR THE APP WILL BE FREE OF INFECTION BY VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. ZONGURU DOES NOT WARRANT OR GUARANTEE THAT THE FUNCTIONS OR SERVICE ACCESSED THROUGH THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE SITE OR APP WILL BE CORRECTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THESE TERMS. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICE. ZONGURU MAY CHANGE THE SERVICE OR THE FEATURES IN ANY WAY, AND AT ANY TIME AND FOR ANY REASON. Although ZonGuru has attempted to provide accurate information on the Site AND APP, ZonGuru assumes no responsibility for the accuracy or completeness of the information.
4.2 Informational Purposes Only.
Any opinions, Feedback or Testimonial expressed on the Site or the App are the personal opinions of the original author and not of ZonGuru, even though the original author may be employed by ZonGuru. The Content is provided for informational and entertainment purposes only and is not an endorsement or representation by ZonGuru or any other party. ZonGuru does not assume any responsibility or liability for any Feedback, Testimonial, opinion or other commentary posted on the Site, the App or any third party website linked to the Site or App and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the Content.
4.3 Disclaimer of Third Party Information.
You understand that when using the Site and/or the App, you may be exposed to third party content from a variety of sources, and that ZonGuru is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such third party content. You further understand and acknowledge that you may be exposed to third party content that may be offensive, indecent, inaccurate, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against ZonGuru with respect thereto.
4.4 Links to Third Party Sites.
ZonGuru does not promise, guarantee or warrant your business success, income, or sales. You understand and acknowledge that ZonGuru will not at any time provide sales leads or referrals to you.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS ZONGURU, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, INFORMATION PROVIDERS AND SUPPLIERS FROM AND AGAINST ALL LOSSES, EXPENSES, DAMAGES AND COSTS, INCLUDING REASONABLE ATTORNEY’S FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT, BREACH OF YOUR REPRESENTATIONS CONTAINED HEREIN, OR ANY ACTIVITY RELATED TO YOUR ACCOUNT (INCLUDING INFRINGEMENT OF THIRD PARTIES’ WORLDWIDE INTELLECTUAL PROPERTY RIGHTS OR NEGLIGENT OR WRONGFUL CONDUCT) BY YOU OR ANY OTHER PERSON ACCESSING THE SITE OR THE APP USING YOUR THE ACCOUNT.
6. WAIVER AND RELEASE.
YOU AGREE THAT NEITHER ZONGURU NOR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE SITE, THE APP, THE SERVICE, OR THE CONTENT. YOU SPECIFICALLY ACKNOWLEDGE THAT ZONGURU SHALL NOT BE LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST ZONGURU, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ZONGURU, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE SITE, THE APP, THE SERVICE, OR THE CONTENT.
7. LIABILITY LIMITATION.
NOTWITHSTANDING THE ANYTHING TO THE CONTRARY HEREIN, ZONGURU WILL NOT BE LIABLE UNDER ANY THEORY OF LAW, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA OR COSTS OF REPLACEMENT GOODS, ARISING OUT OF THE USE OR INABILITY TO USE THE SITE, THE APP OR RESULTING FROM USE OF OR RELIANCE ON THE INFORMATION PRESENTED, EVEN IF ZONGURU MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Site and the app are offered by ZonGuru from its facilities in the United States of America and provided for use in australia, the united states, asia and europe. ZonGuru makes no representations that the Site OR APP is appropriate or available for use in other locations. Those who access or use the Site OR APP from other jurisdictions do so at their own volition and are responsible for compliance with local law. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
8. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT NOTIFICATION.
ZonGuru respects the intellectual property rights of others. You can notify ZonGuru of possible copyright infringement, and ZonGuru will review all claims of copyright infringement received and remove content deemed to have been posted or distributed in violation of any such laws. To make a claim, please provide the following:
(a) A physical or an electronic signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest that is allegedly infringed;
(b) A description of the copyrighted work or other intellectual property that you claim has been infringed;
(c) A description of where the material that you claim is infringing is located on the Site reasonably sufficient to permit ZonGuru to locate the material;
(d) Your contact information, including your address, telephone number, and email;
(e) A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(f) A statement by you that the above information in your notice is accurate and that you, made under penalty of perjury, are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Contact the agent designated to receive and act on copyright violations under the Digital Millennium Copyright Act (“DMCA”). Claims can be directed to us at (323) 201-7114, Support@ZonGuru.com or to ZonGuru Inc., Attn: Legal Department, 101B Telok Ayer Street, Suite 03-02, Singapore, 068574.
9. TERM AND TERMINATION.
Either you or ZonGuru may terminate this Agreement at any time and for any reason. In addition, this Agreement will terminate immediately, without notice, if you fail to comply with the terms of this Agreement. ZonGuru also reserves the right to terminate or suspend your Account and access to the Site, App and Services without prior notice. The provisions of Sections 1.1 (Proprietary Rights), 1.3 (User Restrictions), 1.4 (User Agreement), 1.5 (User Representations), 1.6 (Fees; Third Party Payment Processor), 2 (Feedback; Testimonials), 4 (Content and General Disclaimers), 5 (Indemnification), 6 (Waiver and Release), 7 (Limitation of Liabilities), 9 (Term and Termination), and 12 (Miscellaneous) shall survive any termination of this Agreement.
10. PRIVACY RIGHTS.
11. EXPORT CONTROLS.
You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the Material in violation of any such restrictions, laws or regulations. By downloading or using the Material, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any restricted country or on any such list.
Governing Law. This Agreement shall be governed, construed, and interpreted in accordance with the laws Singapore without regard to any choice of law provisions.
Arbitration. Any cause of action or claim you may have with respect to ZonGuru must be commenced within one (1) year after the claim or cause of action arises and shall be resolved exclusively in binding arbitration in Singapore. You agree not to file suit against ZonGuru or any of its affiliates, subsidiaries, officers, directors, employees, successors, or assigns. The arbitration will take place before a neutral arbitrator (hereafter, “Arbitrator”) mutually agreed upon by you and ZonGuru. In the event that you and ZonGuru are unable to reach agreement on an Arbitrator, you and ZonGuru, at each party’s own expense, will each select one arbitrator (each a “Selected Arbitrator”). Such Selected Arbitrators will then select a third person who will serve as the Arbitrator (who must be a resident of Singapore) and, thereafter, the Selected Arbitrators will have no further involvement in the arbitration. The Arbitrator will determine the rules governing arbitration. The decision of the Arbitrator will be final and binding on you and ZonGuru and may be reduced to a judgment in any court of competent jurisdiction. This agreement to arbitrate survives any termination or expiration of the Agreement.
Waiver of Class Action Claims. You understand and agree that you will not have the right to participate in a representative capacity or as a member of any class of claimants pertaining to any claims that may arise under, or be in any way related to, this Agreement. There is no right or authority for any claim you have against ZonGuru to be brought on a class action basis or on any basis involving claims brought in a purported representative capacity on behalf of the general public, or on behalf of other persons or entities similarly situated. Claims brought against ZonGuru may not be joined or consolidated with claims brought by anyone else.
Attorney’s Fees; Injunctive Relief. You agree that in the event of any arbitration or litigation, each party will each bear its own costs and attorneys’ fees, regardless of who is deemed the prevailing party. The foregoing notwithstanding, if either you or ZonGuru commences an action in a court of law or equity and the responding party successfully moves such court to compel arbitration, the party who moved for the order compelling arbitration shall be entitled to recover its reasonable costs and attorneys’ fees incurred on the motion to compel from the other party. Nothing in this Agreement prevents ZonGuru from applying to and obtaining from any court having jurisdiction a temporary injunction, preliminary injunction, permanent injunction, or other relief available to protect ZonGuru’ rights prior to, during, or following any arbitration proceeding.
Waiver. ZonGuru’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
Entire Agreement; Severability. This Agreement constitutes the complete and exclusive statement of the agreement between the parties with respect to the Service and supersedes any and all prior or contemporaneous communications, representations, statements and understandings, whether oral or written, between the parties concerning the Service. The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof.
Third Party Rights. No provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any nonprofit User, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein, and except as so provided, all provisions hereof will be personal solely between the parties to this Agreement; except that Sections 5, 6, and 7 are intended to benefit ZonGuru and its officers, directors, employees, agents, licensors, and suppliers.
Assignment. ZonGuru may assign its rights and duties under this Agreement to any party at any time without notice to you.
Force Majeure. ZonGuru will not be responsible to you for any delay, damage, or failure caused by or occasioned by a Force Majeure Event. As used in this Agreement, “Force Majeure Event” shall mean: any act of God, act of nature or the elements, terrorism, insurrection, revolution or civil strife, piracy, civil war or hostile action, labor strikes, acts of public enemies, federal or state laws, rules and regulations of any governmental authorities having jurisdiction over the premises, inability to procure material, equipment, or necessary labor in the open market, acute and unusual labor, material, or equipment shortages, or any other causes beyond the control of ZonGuru. Delays due to any of the above causes shall not be deemed to be a breach of or failure to perform under this Agreement. ZonGuru shall not be required against its will to adjust any labor or other similar dispute except in accordance with applicable law.
13. NOTICES; CONTACT
ZonGuru may deliver notice to you under this Agreement by means of electronic mail, a general notice on the Site or the App, or by written communication delivered by first class U.S. mail to your address on record in the Account. If you have any questions or complaints, you may give notice to ZonGuru at any time via electronic mail to the Site at the following address:
ZonGuru Pte Ltd
101B Telok Ayer Street
California residents, under California Civil Code Section 1789.3, may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.