ZEACON LIVE STUDIO
END USER LICENSE AGREEMENT
Last Modified: November 1, 2021
Thank you for choosing to use the Zeacon Live Platform, a web application solution that includes Zeacon Live Studio (the “App”) with easy drag-and-drop features that allows you to intelligently connect and interact with your community. Please read this End User License Agreement (the “Agreement”) carefully before you access or use the App. This Agreement is a legally binding agreement between you or the entity you represent (“You” or “your”) and Zeacon PBC and its affiliates (collectively, “Zeacon” or “us” or we” or “our”), and it governs your use of the App. Unless otherwise defined in the body of this Agreement, any capitalized terms used in this Agreement are defined in the “Definitions” section below.
BY ACCESSING OR USING THE APP, OR BY OTHERWISE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT (I.E., BY CLICKING “I AGREE” OR CREATING AN ACCOUNT), YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE APP.
THIS AGREEMENT CONTAINS A BINDING, INDIVIDUAL ARBITRATION AND CLASS-ACTION WAIVER PROVISION. THIS PROVISION AFFECTS HOW DISPUTES BETWEEN YOU AND ZEACON ARE RESOLVED. IF YOU ACCEPT THIS AGREEMENT, YOU AND ZEACON AGREE TO RESOLVE DISPUTES IN BINDING, INDIVIDUAL ARBITRATION AND GIVE UP THE RIGHT TO GO TO COURT INDIVIDUALLY OR AS PART OF A CLASS ACTION, AND ZEACON AGREES TO PAY YOUR ARBITRATION COSTS FOR ALL DISPUTES OF UP TO $5,000 THAT ARE MADE IN GOOD FAITH. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER.
TO ENTER INTO THIS AGREEMENT, YOU MUST BE AN ADULT OF THE LEGAL AGE OF MAJORITY IN YOUR COUNTRY OF RESIDENCE. YOU ARE LEGALLY AND FINANCIALLY RESPONSIBLE FOR ALL ACTIONS USING OR ACCESSING THE APP, INCLUDING THE ACTIONS OF ANYONE YOU ALLOW TO ACCESS TO YOUR ACCOUNT. YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY, UNDERSTAND AND ACCEPT THIS AGREEMENT (INCLUDING ITS DISPUTE RESOLUTION TERMS). IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY, YOUR PARENT OR LEGAL GUARDIAN MUST CONSENT TO THIS AGREEMENT.
Subject to your compliance with this Agreement, we grant you a personal, non-exclusive, non-transferable, non-sublicensable limited right and license to access and use (and in certain cases, install) the App on compatible devices you own or control for your personal entertainment use (the “License”). This License becomes effective on the date you accept this Agreement. The App is licensed, not sold, to you under the License. The License does not grant you any title or ownership in the App.
- Restrictions on Use
We are honored that you have chosen to use the App to collaborate and connect with your community. In order to ensure a safe and stable environment for all of our users, we must impose some reasonable restrictions on the License and how you use the App. You may not do or attempt to do any of the following with respect to the App or any of its parts: (a) use it commercially or for a promotional purpose except as we expressly authorize in this Agreement or elsewhere in writing; (b) copy, reproduce, distribute, display, or use it in a way that is not expressly authorized in this Agreement; (c) sell, rent, lease, license, distribute, or otherwise transfer it; (d) reverse engineer, derive source code from, modify, adapt, translate, decompile, or disassemble it or make derivative works based on it; (e) remove, disable, circumvent, or modify any proprietary notice or label or security technology included in it; (f) use it to infringe or violate the rights of any third party, including but not limited to any intellectual property, publicity, or privacy rights; (g) use, export, or re-export it in violation of any applicable law or regulation; or (h) behave in a manner which is detrimental to the enjoyment of the App by other users as intended by Zeacon, in our sole judgment, including but not limited to the following–harassment, or use of abusive or offensive language.
- User Content
We may provide features through the App that allow you to create, develop, modify, or contribute Content (“User Content”) and to upload, publish, or otherwise make available User Content to some or all users of the App. These features may also allow you to interact with, manipulate, and change User Content in whole or in part. We may, in our sole discretion, modify, limit, or discontinue certain features of the Service without notice or liability to you.
“User Content” includes, without limitation, video, text, screenshots, music, sounds, sound recordings (and the musical works embodied therein) audiovisual combinations, musical works, animations, and other types of works (standalone or in combination).
Subject to the rights and licenses you grant in this Agreement, you retain whatever rights that you may have in your User Content. Your rights in User Content only extend to the new, original content you create as part of your User Content and does not extend to or grant any rights to the App, Content created or made available by third-parties, or Content made available by us through the App .
License to Zeacon. If you make or have made available any User Content in the App, You give Zeacon permission to host, copy, import, store, modify, adapt, display, publicly perform (including by means of digital audio transmissions), reproduce (and make mechanical reproductions of musical works embodied in sound recordings ), create derivative works of (including synchronize to visual images), publicly display, transfer, sublicense, and distribute (collectively “Use”) that User Content, in whole or in part, including for commercial publicity and marketing purposes, in any country, and to also make that User Content available to other users of the App. This permission is perpetual and irrevocable and applies to any media, platform, or channel in connection with the App.
Except as provided for in this Agreement, you understand that you are not entitled to receive any compensation, fees, consideration, or other remuneration in connection with your User Content for any reason, including our exercise of the rights you grant to Zeacon in this Section and that Zeacon is not obligated to exercise the rights you grant.
We do not allow any intellectual property infringement activities through the App. You may not and agree not to create, generate, or make available through the App any User Content to which you do not have the right to grant us such license in all of the elements of the User Content.
If you do choose to create, generate, or make available your User Content through the App, you are solely responsible for your User Content and represent and warrant that:
- you are the creator and owner of, and have all the necessary licenses and rights to use and authorize Zeacon to exploit the license granted above;
- your User Content, and Zeacon’s use of the User Content as contemplated under this Agreement, will not infringe or violate any third-party rights, including copyright, trademark, patent, trade secret, moral rights, or the rights of privacy or publicity;
- Zeacon does not need to obtain any further licenses, provide attribution, or pay royalties or other compensation to any third parties; and
- Zeacon’s use of your User Content will not violate any third-party contract or cause Zeacon to violate any applicable laws or regulations.
You are responsible for your User Content, so please do not make objectionable content available on or through the App. If you do, we may have to take it down. We may, but are under no obligation, to edit or control any User Content you or others make available through the App. We may at any time screen, remove, delete, edit, block, or refuse to publish User Content that violates this Agreement or is otherwise objectionable as determined in Zeacon’s sole discretion and without prior notice or any liability to you or any third party. If you provide User Content, You may only use the tools that Zeacon provides through the normal functionality of the Service to remove or modify that specific type of User Content.
You understand that you may be exposed to User Content from a variety of sources when using the App and acknowledge that User Content may be inaccurate, offensive, indecent, or otherwise objectionable. You agree that Zeacon shall not be responsible or liable for your or others’ User Content.
To the fullest extent permitted by law, You waive and agree to waive all rights of authorship, paternity, attribution, integrity, disclosure, withdrawal, and any other rights that are known or referred to as “moral rights,” “artist’s rights,” “droit moral,” or other similar rights, recognized under any legal or equitable theory of any country or under any treaty, regardless of whether that right is referred to as a “moral right” (collectively “Moral Rights”) in and to your User Content. You further knowingly and irrevocably agree to not exercise any Moral Rights in and to your User Content that you have not waived in any manner that interferes with any exercise of granted rights. You waive and agree not to assert your Moral Rights even if your User Content is altered or changed in a manner not agreeable to you.
If you provide Zeacon with any Feedback, you hereby grant Zeacon a non-exclusive, fully paid, royalty-free, worldwide, perpetual, irrevocable, sublicensable, transferable, and assignable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly perform, publicly display, make, have made, use, sell, offer to sell, import, and otherwise exploit any and all Feedback for any purposes, for all current and future methods and forms of exploitation. “Feedback” means suggestions, comments, ideas, and all other types of information, including software and code, that you provide, publish, or otherwise communicate directly or indirectly (including your employees, agents, contractors, or representatives) to Zeacon or its agents that relates to the App. If any such rights may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert any such rights. You understand and agree that Zeacon is not required to make any use of any Feedback that you provide. You agree that if Zeacon makes use of your Feedback, Zeacon is not required to credit or compensate you for your contribution. You represent and warrant that you have sufficient rights in any Feedback that you provide to Zeacon to grant Zeacon and other affected parties the rights described above. This includes but is not limited to intellectual-property rights and other proprietary or personal rights.
- Fees and Payment
Our current fee structure is available on the Zeacon Live Studio fees page, which may be updated by us from time to time. You agree to pay any applicable fees for your use of the App, as reflected on the fees page or in any other written agreement between you and us (i.e., a separate written order form describing a custom license tier).
- Your Monetization and Fundraising Rights
Person-to-Person Transfers. Person-to-Person transfer of funds (“P2P”) may be made available at our sole discretion. If you use P2P on the App, you consent to the following terms:
- You may not use P2P if you are under the age of 18.
- We may require that you provide more information in order to complete a transaction.
- P2P is not intended to be used for business, commercial, or merchant transactions and such use may be discontinued without notice by us at any time. We may reverse or place a hold on your transactions or place funds in reserve if evidence of business, commercial, or merchant use is discovered.
- If you receive and accept a P2P transfer you are liable to us for not only the payment but also any third-party fees that may result from a later invalidation of that payment for any reason, including without limitation if you lose a claim or a chargeback, or if the payment is reversed. We reserve the right to charge your payment credential or take any other legal action to collect the funds to the full extent allowed by applicable law.
- Use of P2P may subject you to fees including without limitation those from third parties, such as reversal charges or other fees for insufficient funds if your attempted payment is rejected.
- P2P must be used in compliance with applicable law and may not be used in connection with any illegal or illicit transaction. In addition, payments relating to the following activities are prohibited regardless of whether the activity is illegal in your location: (a) weapons, ammunitions, or explosives; and (b) gambling, games of skill, lotteries, raffles, or fantasy sports. If illegal, illicit, or otherwise prohibited transactions are reported or discovered, we reserve the right to take action including without limitation the following, without notice to you: place a hold on your transactions; place your funds in reserve; limit your ability to use payments features through the App; report the activity to authorities; or deactivate your account entirely.
- P2P use is at your sole risk and we assume no responsibility for the underlying transaction of funds, or the actions or identity of any transfer recipient or sender. Disputes regarding funds are between you and the sender of a payment. If a sender files a claim for a chargeback after a P2P transaction, we are not responsible for determining the veracity of claims or the disposition of the payment.
Donations. If you make a donation to a charity through the App, or to an individual who uses the features we make available to raise and collect funds for personal causes, the following terms apply:
- If you make a donation to a charity, you acknowledge that you make this donation as a charitable contribution, and you are not receiving any goods or services in return. As the tax laws vary by state and by country, please consult a tax professional regarding the deductibility of this donation.
- We reserve the right to refuse payments intended for charities or individuals that fail to comply with our terms and policies, including our Charitable Donation Terms and our Personal Fundraiser Terms of Service. If we refuse payment to your intended recipient, you will be entitled to a refund.
- Fundraising campaigns to benefit charities may be created by users (“Fundraiser Creators”). If a Fundraiser Creator pledges to match donations to a fundraising campaign, you acknowledge that we do not guarantee that the Fundraiser Creator will fulfill the pledge. If you donate to a charity through such a fundraising campaign, you will not be entitled to a refund of your donation on the basis that the Fundraiser Creator did not fulfill the pledge.
- Intellectual Property Rights
We and our licensors own all title, ownership rights, and intellectual property rights in the App. Features may be made available to you via the App that provide prefabricated templates or items to use in connection with your User Content, however your use of a template does not give you any copyrights or other ownership in the template. Zeacon and the App and their respective logos, are trademarks or registered trademarks of Zeacon and its affiliates in the United States of America and elsewhere. All rights granted to you under this Agreement are granted by express license only and not by sale. No license or other rights shall be created hereunder by implication, estoppel, or otherwise.
- Updates to Zeacon Live Studio
We may provide patches, updates, or upgrades to the App that must be installed in order for you to continue to use the App. We may update the App remotely without notifying you, and you hereby consent to us applying patches, updates, and upgrades. We may modify, suspend, discontinue, substitute, replace, or limit your access to any aspect of the App at any time. You acknowledge that your use of the App does not confer on you any interest, monetary or otherwise, in any aspect or feature of the App. You also acknowledge that any data related to your use of the App may cease to be available to you at any time without notice from us, including without limitation after a patch, update, or upgrade is applied by us.
Nothing in this Agreement will prejudice the statutory rights that you may have as a consumer of the App. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this section, so the below terms may not fully apply to you. Instead, in such jurisdictions, the exclusions and limitations below shall apply only to the extent permitted by the laws of such jurisdictions.
The App is provided on an “as is” and “as available” basis, “with all faults” and without warranty of any kind. Zeacon, its licensors, and its and their affiliates disclaim all warranties, conditions, common law duties, and representations (express, implied, oral, and written) with respect to the App, including without limitation all express, implied, and statutory warranties and conditions of any kind, such as title, non-interference with your enjoyment, authority, non-infringement, merchantability, fitness or suitability for any purpose (whether or not Zeacon knows or has reason to know of any such purpose), system integration, accuracy or completeness, results, reasonable care, workmanlike effort, lack of negligence, and lack of viruses, whether alleged to arise under law, by reason of custom or usage in the trade, or by course of dealing. Without limiting the generality of the foregoing, Zeacon, its licensors, and its and their affiliates make no warranty that (1) the App will operate properly, (2) the App will meet your requirements, (3) the operation of the App will be uninterrupted, bug free, or error free in any or all circumstances, or (4) that any defects in the App can or will be corrected. Zeacon, its licensors, and its and their affiliates do not guarantee continuous, error-free, virus-free, or secure operation of or access to the App. This paragraph will apply to the maximum extent permitted by applicable law.
- Limitation of Liability
To the maximum extent permitted by applicable law, neither Zeacon, nor its licensors, nor its or their affiliates, nor any of Zeacon’s service providers (collectively, the “Zeacon Parties”), shall be liable in any way for any loss of profits or any indirect, incidental, consequential, special, punitive, or exemplary damages, arising out of or in connection with this Agreement or the App, or the delay or inability to use or lack of functionality of the App, even in the event of an Zeacon Party’s fault, tort (including negligence), strict liability, indemnity, product liability, breach of contract, breach of warranty, or otherwise and even if an Zeacon Party has been advised of the possibility of such damages. Further, to the maximum extent permitted by applicable law, the aggregate liability of the Zeacon Parties arising out of or in connection with this Agreement or the App will not exceed the total amounts you have paid (if any) to Zeacon for the App during the twelve (12) months immediately preceding the events giving rise to such liability, or, if you have not paid any amounts during such time period, one hundred dollars ($100). These limitations and exclusions regarding damages apply even if any remedy fails to provide adequate compensation.
This section only applies to the extent permitted by applicable law. If you are prohibited by law from entering into the indemnification obligation below, then you assume, to the extent permitted by law, all liability for all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs and expert witnesses’ fees) that are the stated subject matter of the indemnification obligation below.
You agree to indemnify, pay the defense costs of, and hold Zeacon, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) that arise from or in connection with (a) any claim that, if true, would constitute a breach by you of this Agreement or negligence by you, (b) any act or omission by you in using the App , or (c) any claim of infringement or violation of any third-party intellectual property rights arising from Zeacon’s use of your User Content or Feedback as provided under this Agreement. You agree to reimburse Zeacon on demand for any defense costs incurred by Zeacon and any payments made or loss suffered by Zeacon, whether in a court judgment or settlement, based on any matter covered by this Section 9.
Without limiting any other rights of Zeacon, this Agreement will terminate automatically without notice if you fail to comply with any of its terms and conditions. You may also terminate this Agreement by deleting the App from all devices on which you’ve installed it. Upon any termination, the License will automatically terminate, you may no longer exercise any of the rights granted to you by the License, and you must destroy all copies of the App in your possession.
Zeacon reserves the right to delete data and archives associated with any account that is no longer active or no longer in good standing (such as subscription fees are past due). Zeacon is also not liable for terminating accounts that are no longer active or in good standing, and is not obligated to retain or share any records on terminated accounts.
- Governing Law and Jurisdiction
This Agreement is entered into in the State of Washington, U.S.A., and shall be governed by, and construed in accordance with, the laws of the State of Washington, exclusive of its choice of law rules. For any Disputes (as defined below) deemed not subject to binding individual arbitration, as provided in the section immediately below, you and Zeacon agree to submit to the exclusive jurisdiction of the Superior Court of King County, Washington, or, if federal court jurisdiction exists, the United States District Court for the Western District of Washington. You and Zeacon agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract shall be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.
- Binding Individual Arbitration; Class Action Waiver
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section explains how you and we agree to resolve those Disputes, including (where applicable) by binding, individual arbitration.
Arbitration is an alternative dispute-resolution procedure that allows us to resolve issues without the formality of going to court. Any Dispute between you and Zeacon is submitted to a neutral arbitrator (not a judge or jury) for fair and fast resolution. Arbitration is more efficient for both you “Dispute(s)” means any dispute, claim, or controversy (except those specifically exempted in this Section 12) between you and Zeacon that relates to your use or attempted use of the App or any of Zeacon’s products or services generally.
14.1 Informal Resolution
If you have an issue that our customer support can’t resolve, prior to starting arbitration you and we agree to attempt to resolve the Dispute informally to help get us to a resolution and control costs for both parties. You and Zeacon agree to make a good-faith effort to negotiate any Dispute between us for at least 30 days (“Informal Resolution”). Those informal negotiations will start on the day you or Zeacon receive a written Notice of a Dispute in accordance with this Agreement.
You will send your Notice of Dispute to Zeacon LLC, Legal Department, 915 118th Avenue SE, Suite 305, Bellevue, Washington 98005. Include your name, account name you use while using the App, address, how to contact you, what the problem is, and what you want Zeacon to do. If Zeacon has a Dispute with you, Zeacon will send our Notice of Dispute to your registered email address and any billing address you have provided us.
If the Dispute is not resolved within by Informal Resolution, you or Zeacon may start an arbitration in accordance with this Agreement.
14.2 Binding Individual Arbitration
THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY.
You and Zeacon agree that Disputes will be settled by binding individual arbitration conducted by the Judicial Arbitration Mediation Services, Inc. (“JAMS”) subject to the U.S. Federal Arbitration Act and federal arbitration law and according to the JAMS Streamlined Arbitration Rules and Procedures effective July 1, 2014 (the “JAMS Rules”) as modified by this Agreement.
This means that you and Zeacon agree to a dispute-resolution process where we submit any Dispute to a neutral arbitrator (not a judge or jury) that makes the final decision to resolve the Dispute. JAMS uses experienced professionals to arbitrate Disputes, which helps you and Zeacon resolve any Disputes fairly, but more quickly and efficiently than going to court. The arbitrator may award the same remedies to you individually as a court could, but only to the extent required to satisfy your individual claim.
The arbitrator’s decision is final, except for a limited review by courts under the U.S. Federal Arbitration Act, and can enforced like any other court order or judgment.
14.2.1 Disputes We Agree to Arbitrate
You and Zeacon agree to submit all Disputes between you and Zeacon to individual binding arbitration.
You and Zeacon agree to arbitrate all Disputes regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable theory.
The Informal Resolution and Arbitration sections do not apply to (1) individual actions in small-claims court; (2) pursuit of enforcement actions through a government agency if the law allows; (3) a complaint or remedy under the EU General Data Protection Regulation; (4) an action to compel or uphold any prior arbitration decision; (5) Zeacon’s right to seek injunctive relief against you in a court of law to preserve the status quo while an arbitration proceeds; (6) claims of piracy, and intellectual-property infringement, and (7) the enforceability of the Class Action Waiver clause below.
You and Zeacon agree that whether a Dispute is subject to arbitration under this Agreement will be determined by the arbitrator rather than a court.
14.2.2 Arbitration Procedure
To start an arbitration, review the JAMS Rules and follow the instructions for initiating an arbitration on the JAMS website. The party starting an arbitration must send JAMS a “Demand for Arbitration” (available on its website), pay a filing fee, and mail a copy of the Demand for Arbitration to the opposing party. You will send a copy to Zeacon LLC, 915 118th Avenue SE, Suite 305, Bellevue, Washington 98005. Zeacon will send our copy to your registered email address and any billing address you have provided us.
The arbitration will be conducted by a single JAMS arbitrator selected with substantial experience in resolving intellectual-property and commercial-contract disputes. You and Zeacon both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by this Agreement.
If an in-person hearing is required, the hearing will take place either in Your choice of either Seattle, Washington, or where You reside.
The arbitrator (not a judge or jury) will resolve the Dispute. Unless You and Zeacon agree otherwise, any decision or award will include a written statement stating the decision of each claim and the basis for the award, including the arbitrator’s essential factual and legal findings and conclusions.
The arbitrator may only award legal or equitable remedies that are requested by You or Zeacon to satisfy one of our individual claims (that the arbitrator determines are supported by credible relevant evidence). The arbitrator may not award relief against Zeacon for any person other than You.
Any decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial acceptance of any award and an order of enforcement.
14.2.3 Arbitration Fees and Location
If you start the arbitration, you must pay the JAMS filing fee required for consumer arbitrations.
In some situations, Zeacon will help with your fees to (hopefully) get us to a resolution quickly and fairly:
If the Dispute involves $1,000 or less, Zeacon will pay all of the JAMS costs, including the fees you otherwise would have been required to pay.
If the above doesn’t apply to You, but You demonstrate that arbitration costs will be prohibitive compared to litigation costs, Zeacon will pay as much of your JAMS costs as the arbitrator finds is necessary to prevent arbitration from being cost-prohibitive (as compared to the cost of litigation).
The fee assistance offered above is contingent upon you bringing the arbitration claim in “good faith”. If the arbitrator finds you brought an arbitration claim against Zeacon for an improper purpose, frivolously, or without a sufficient pre-claim investigation into the facts or applicable law, then the payment of all fees will be governed by the JAMS rules.
JAMS costs do not include your Attorneys’ fees and costs and Attorneys’ fees and JAMS costs are not counted when determining how much a Dispute involves.
14.2.4 Notice and Filing. If a Dispute must be arbitrated, you or Zeacon must start arbitration of the Dispute within two (2) years from when the Dispute first arose. If applicable law requires you to bring a claim for a Dispute sooner than two years after the Dispute first arose, you must start arbitration in that earlier time period. Zeacon encourages You to tell us about a Dispute as soon as possible so we can work to resolve it. The failure to provide timely notice shall bar all claims.
14.2.5 Continuation in Effect. This Binding Individual Arbitration section survives any termination of this Agreement or Zeacon’s provision of services to you.
14.2.6 Future Arbitration Changes. Although Zeacon may revise this Agreement in its discretion, Zeacon does not have the right to alter this agreement to arbitrate or the rules specified herein with respect to any Dispute once that Dispute arises.
14.3 Class Action Waiver
To the maximum extent permitted by applicable law, You and Zeacon agree to only bring Disputes in an individual capacity and shall not: seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or consolidate or combine individual proceedings or permit an arbitrator to do so without the express consent of all parties to this Agreement and all other actions or arbitrations.
If all or any provision of this Binding Individual Arbitration agreement is found invalid, unenforceable, or illegal, then You and Zeacon agree that the provision will be severed and the rest of the agreement shall remain in effect and be construed as if any severed provision had not been included. The sole exception is that if the Class Action Waiver is found invalid, unenforceable, or illegal, You and Zeacon agree that it will not be severable; this entire Binding Individual Arbitration section will be void and unenforceable and any Dispute will be resolved in court subject to the venue and choice of clauses specified in this Agreement. Under no circumstances shall arbitration be conducted on a class basis without Zeacon’s express consent.
14.5 Your 30-Day Right to Opt Out
You have the right to opt out of and not to be bound by the arbitration and class action waiver provisions set forth in this Agreement. To exercise this right, you must send written notice of your decision to the following address: Zeacon LLC, 915 118th Avenue SE, Suite 305, Bellevue, Washington 98005. Your notice must include your name, mailing address, and account name you use while using the App, and state that you do not wish to resolve Disputes with Zeacon through arbitration. To be effective, this notice must be postmarked or deposited within 30 days of the date on which you first accepted this Agreement unless a longer period is required by applicable law; otherwise you will be bound to arbitrate Disputes in accordance with this section. You are responsible for ensuring that Zeacon receives your opt-out notice, so you may wish to send it by a means that provides for a delivery receipt. If you opt out of these arbitration provisions, Zeacon will not be bound by them with respect to Disputes with you.
- Amendments of this Agreement
- Miscellaneous Provisions
This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and Zeacon relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.
The original of this Agreement is in English; any translations are provided for reference purposes only. It is the express wish of the parties that these Terms and all related documents have been drawn up in English.
This Agreement describes certain legal rights. You may have other rights under the laws of your jurisdiction. This Agreement does not change your rights under the laws of your jurisdiction if the laws of your jurisdiction do not permit it to do so. Limitations and exclusions of warranties and remedies in this Agreement may not apply to you because your jurisdiction may not allow them in your particular circumstance. In the event that certain provisions of this Agreement are held by a court or tribunal of competent jurisdiction to be unenforceable, those provisions shall be enforced only to the furthest extent possible under applicable law and the remaining terms of this Agreement will remain in full force and effect.
Any act by Zeacon to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity.
You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated.
Zeacon’s obligations are subject to existing laws and legal process, and Zeacon may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.
You may not, without the prior written consent of Zeacon, assign, transfer, charge, or sub-contract all or any of your rights or obligations under this Agreement, and any attempt without that consent will be null and void. If restrictions on transfer of the App in this Agreement are not enforceable under the law of your country, then this Agreement will be binding on any recipient of the App. Zeacon may at any time assign, transfer, charge, or sub-contract all or any of its rights or obligations under this Agreement.
As used in this Agreement, the following capitalized words have the following meanings:
“Content” means any virtual items, virtual environments (such as backgrounds), or other content that we make available for you to access or download through or in connection with the App.
“Feedback” means any feedback or suggestions that you provide to us regarding the App or other Zeacon products and services.
“Zeacon” means Zeacon PBC, a Delaware corporation having its principal business offices at 915 118th Avenue SE, Suite 305, Bellevue, Washington 98005.