Zeel Networks, Inc.
Last Updated: August 23, 2013
Use of Web Site, Mobile Applications, and our Service
The term “Site” shall mean: Zeel’s website located at www.zeel.com, as it may be updated, relocated, or otherwise modified from time to time, including through networks, embeddable widgets, downloadable software, mobile applications, and tablet computer applications (individually and collectively, the “Site”). The term “Service” shall mean: (a) use of the Internet web pages and mobile application pages, data, analyses, screens, reports, documentation and other information of any kind that are accessible through the Site, as well as all updates, enhancements and modifications thereto, and all intellectual property contained therein, for both the health and wellness professionals who are part of the Zeel network (each such health and wellness professional, a “Zeel Provider”; and the Zeel network of Zeel Providers is referred to as the “Zeel Network”), and for those Users (“Zeel Members”) who desire access to appointment bookings with Zeel Providers; and (b) access to appointment bookings by Zeel Members.
Subject to the terms and conditions of this Agreement, Zeel hereby grants to each User a limited revocable, non-exclusive, non-transferable license to access and use the Site and/or the Service. Unless otherwise specified in writing, the Service is solely for your personal, non-commercial use and not for resale. Zeel reserves the right at all times and without notice to: (i) restrict and/or terminate your access to the Site or Service (or any portion thereof); and (ii) modify or discontinue providing the Site or Service (or any portion thereof).
Registration, Accounts, Passwords, and Security
In order to open an account and become a Zeel Member, you must complete the registration process by providing Zeel with current, complete and accurate information, as prompted by the applicable registration form. You acknowledge that in the event you provide any information to Zeel which is untrue, inaccurate, not current or incomplete, Zeel may terminate this Agreement and your continued access and use of the Site and the Service. You represent and warrant that you are at least eighteen (18) years of age (even if booking an appointment for a minor for whom you are the parent or legal guardian), that you have not been previously suspended or removed from the Site or Service, and that you possess the legal right and ability to enter into this Agreement (and, if you are using the Site or Service on behalf of an individual, company, entity, or organization, you represent and warrant that you are an authorized representative with the authority to bind such individual or organization to this Agreement, and agree to be bound by the Agreement on behalf of such individual or organization).
As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. You agree to notify Zeel immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at www.zeel.com/a/contact-us. You are responsible for all use of the Site or Service occurring under your user name. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. Zeel will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Zeel or another party due to someone else using your account or password.
You may use the Site and/or the Service solely for lawful and non-commercial purposes. You may not use the Site and/or the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party’s use and enjoyment of the Site and/or the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you expressly agree that you shall not (and you agree not to allow any third party to):
- use, copy, install, transfer or distribute the Site and/or Service, except as specifically permitted by this Agreement;
- modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site or its Content (as defined below);
- remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Site or in or on any content or other material obtained through the Site or the use of the Service;
- create user accounts by automated means or under false or fraudulent pretenses;
- use any robot, spider, screen or database scraper, site search or retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site;
- probe, scan or test the vulnerability of any system or network or breach any security or authentication measures;
- reformat, mirror, or frame any portion of the web pages that are part of the Site;
- express or imply that any statements you make are endorsed by us, without our prior written consent in each instance;
- transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights, (b) any material, non-public information about individuals or companies without the authorization to do so, (c) any trade secret of any third party, and/or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding;
- transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents;
- harvest or collect information about Site visitors and/or Zeel Members without their prior written consent; and/or
THE CONTENT AND INFORMATION MADE AVAILABLE THROUGH THE SITE AND SERVICE (COLLECTIVELY, THE “CONTENT”) ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NONE OF THE CONTENT MADE AVAILABLE THROUGH THE SITE AND/OR THE SERVICE SHOULD BE CONSTRUED AS PROFESSIONAL MEDICAL ADVICE OR CONSULTATION. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. BY USING THIS SITE AND/OR SERVICE, YOU AGREE THAT YOU WILL NOT RELY ON THIS SITE AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE AND THAT YOU WILL ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING MEDICAL MATTERS. IN NO EVENT WILL A MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP BE CREATED BY USING THE SITE AND THE SERVICE.
ZEEL DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SITE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF ANY INFORMATION PROVIDED BY ZEEL OR OTHER VISITORS TO THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE MAY CONTAIN HEALTH- OR MEDICAL-RELATED MATERIALS THAT SOME MAY CONSIDER SEXUALLY EXPLICIT. IF YOU FIND THESE MATERIALS OFFENSIVE, YOU MAY NOT WANT TO USE OUR SITE. THE SITE IS CONTINUALLY UPDATED AND ZEEL MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY OR COMPLETENESS. ZEEL MAKES NO WARRANTY THAT THE INFORMATION AVAILABLE ON THE SITE INCLUDES THE MOST RECENT FINDINGS.
YOU ACKNOWLEDGE THAT YOUR RELIANCE ON ANY INFORMATION PROVIDED BY OUR SITE OR SERVICE OR BY ANY ZEEL PROVIDER TO YOU IS SOLELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY FOR ALL RISK ASSOCIATED THEREWITH, AS ALLOWABLE TO THE EXTENT OF THE LAW. THE SITE AND SERVICE ARE NOT FOR MEDICAL EMERGENCIES. IF YOU THINK YOU HAVE AN EMERGENCY, CALL 911 IMMEDIATELY.
ALTHOUGH ZEEL PROVIDES INFORMATION ABOUT VARIOUS ZEEL PROVIDERS ON ITS SITE, ZEEL DOES NOT RECOMMEND ANY OF THE ZEEL PROVIDERS AND DOES NOT PROVIDE THE SERVICES RENDERED BY SUCH PROVIDERS. ZEEL REQUESTS COPIES OF PROVIDERS’ LICENSES AND OTHER BACKGROUND INFORMATION, BUT ZEEL DOES NOT AND CANNOT GUARANTEE THE ACCURACY OR COMPLETENESS OF ANY SUCH INFORMATION-GATHERING OR THAT A PARTICULAR PROVIDER IS QUALIFIED TO PERFORM ANY GIVEN SERVICE; AND IT IS SOLELY THE RESPONSIBILITY OF EACH ZEEL MEMBER, AND NOT ZEEL, TO DETERMINE WHETHER A GIVEN PROVIDER IS QUALIFIED AND CAPABLE OF RENDERING SERVICES. YOU SHOULD EXERCISE COMMON SENSE AND CAUTION TO PROTECT YOUR AND OTHERS’ PERSONAL PROPERTY AND PERSONAL SAFETY.
ZEEL DOES NOT UNDERTAKE TO RESOLVE OR INTERVENE IN OR MANAGE ANY DISPUTE THAT YOU MAY HAVE WITH ANY ZEEL PROVIDER THAT YOU LEARN ABOUT OR BOOK AN APPOINTMENT WITH, ON THE SITE AND/OR VIA THE SERVICE. YOU AGREE THAT IT IS YOUR RESPONSIBILITY TO TAKE REASONABLE PRECAUTIONS IN ALL ACTIONS AND INTERACTIONS WITH ANY THIRD PARTY YOU INTERACT WITH IN OR THROUGH THE SITE OR SERVICE.
Appointment Booking with Zeel Providers in the Zeel Network
As a condition of being permitted to make appointments with Zeel Providers through the Site or Service, Zeel Members agree with the following appointment booking terms:
- Massage Therapy Booked Through Zeel: Zeel Members understand that Zeel health and wellness professionals are highly trained, certified and licensed (where applicable under relevant state law) and specialize in massage therapy and other health and wellness techniques. Zeel does not tolerate any requests deemed sexual or inappropriate in nature. Users reported for inappropriate behavior will be immediately removed from the Site and the Service. Zeel Members agree that Zeel massage is for relaxation only and should not be used if the Zeel Member is on any medication that would be expected to weaken bone structure and/or connective tissue or lead to enhanced bleeding; have edema due to chronic heart failure or kidney failure; have an inflammatory condition in the acute stage; have acute phlebitis and/or deep venous thrombosis; have had an acute trauma or recent surgery; are in the first trimester of pregnancy; or where massage therapy is otherwise contraindicated. Zeel Members should consult a physician if uncertain as to whether massage is appropriate for the Zeel Member.
- Prices: The rates listed on the Site are the standard fees for the listed service, which Zeel may change at any time in its sole discretion by so posting on the Site. In addition, fees for services provided by a Zeel Provider may vary depending on a variety of factors such as length, day, time, or location of appointment.
- No Liability: Zeel shall not have any liability whatsoever for any of the services provided by Zeel Providers. Zeel Providers bear sole liability for all of the services provided, including those services that are booked through the Zeel Service.
- Exclusive Booking through Zeel: In order to receive pre-negotiated rates with Zeel Providers, Zeel Members agree that once a Zeel Member has made an appointment with a Zeel Provider through the Zeel Network, all subsequent appointments with the Zeel Provider will be made through Zeel, for as long as: (a) the Zeel Provider is an active participant in the Zeel Network, and (b) you continue to keep your account with Zeel active and in good standing.
- Terms for All Appointments: This Agreement applies to all appointments booked through the Zeel Service.
- Responsibility for Payment: You agree to pay to Zeel all amounts billed to you for services provided by a Zeel Provider, whether or not you dispute the amount of the charge or the quality or nature of the services provided. You acknowledge that the Site or Service in all likelihood will not be covered services under your benefit plan, the Medicare program, a state Medicaid program, or any health insurance plan whether government-sponsored or private. You acknowledge and agree that Zeel will not file any claims with your insurance benefit plan, the Medicare program, a state Medicaid program, or any other third party medical benefits program, and that the services you receive from or through Zeel may not be eligible for reimbursement under such plans. You acknowledge, understand and agree that when using the Site or Service, you may be responsible for standard phone, data and messaging charges from your wireless carrier. Under no circumstances will Zeel be responsible for any wireless email, data, phone, or text messaging charges incurred by you or by a person that has access to your wireless device, telephone number, or email address.
- Dispute Resolution: Although Zeel retains the right to mediate any dispute between you and a Zeel Provider, all disputes between you and such Zeel Provider must ultimately be resolved by you, the Zeel Member. All sales booked through the Site and/or Service are final and Zeel provides no refunds.
- Location Service: The Site and/or Service provide features that may enable Zeel to tailor your experience based on your location (“Location-based Services”). In order to use Location-based Services, you must allow Zeel access to your localized position through your mobile device, which Zeel may accomplish through a variety of means, including GPS location, if available. If you choose to disable location-based services, you will not be able to utilize certain features of the Site and/or Service. By authorizing Zeel to access your location, you agree and acknowledge that: (i) device data we collect from you is directly relevant to your use of the Site or Service, and (ii) Zeel may provide Location-based Services related to your then-current location. The Service may provide certain real time route guidance. YOUR USE OF THIS REAL TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.
SMS Text Messages and Push Notifications: When you register, Zeel will send you an SMS text message containing a 4-digit code in order to verify your phone number and will send SMS text messages and push notifications (“Messages and Notifications”) in order to keep you informed about the Site or Service. Some of these Messages and Notifications may be necessary for the fulfillment of the Service and therefore cannot be opted out. For example, Zeel will send you a text message to confirm or remind you of your massage therapy appointment. By using the Site and/or Service, you agree to receive Messages and Notifications regarding your use of the Site or Service.
Zeel follows an ANTI-SPAM policy for all of its communications protocols. This means that we do not condone UNSOLICITED TEXT MESSAGES; NOTIFICATIONS; ALERTS; OR ANY MESSAGES THAT YOU MAY RECEIVE FROM SOMEONE WHO SHOULD NOT HAVE YOUR MOBILE NUMBER. Please let us know about any abuse, including the sender ID, your Mobile Number, the date and time you received the unsolicited message, and the contents of the message. To report any abuse or violations of inappropriate use of our service, please contact us with your comments/complaints. Your report will be registered and we will investigate for violation of our Anti-Spam Policy. The identity of any individual reporting abuse will be kept confidential.
If you wish to remove yourself from any list (other than our use of Messages and Notifications as noted earlier), please email us with an "OPT-OUT", "UNSUBSCRIBE", "STOP" or "REMOVE" in the subject line.
Depending on your current carrier plan, you may incur charges for these Messages and Notifications and agree to not hold Zeel liable for any charges incurred. You acknowledge that any terms between you and any third-party provider (such as, for example, Apple®, Android™, or Verizon) create no obligation or responsibility on the part of Zeel, and that Zeel is not responsible for any failure of warranty by any such third party.
Zeel cannot control certain factors relating to message delivery. User acknowledges that, depending on the recipient's mobile provider service, it may not be possible to transmit the text message to the recipient successfully. Zeel does not claim or guarantee availability or performance of this service, including liability for transmission delays or message failures.
By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, “Materials”), or by posting such Materials to any area of the Site or our Facebook, Twitter, or other social media accounts, you grant Zeel and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Materials in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Materials. None of the Materials shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we shall not be liable for any use or disclosure of any Materials. Any User failing to comply with the terms and conditions of this Agreement may be expelled from, and refused continued access to, the public forums in the future. Zeel or its designated agents may remove or alter any user-created content at any time for any reason. Public forums are intended to serve as discussion centers for users and members. Information and content posted within these public forums may be provided by Zeel staff, Zeel’s outside contributors, or by users not connected with Zeel, some of whom may employ anonymous user names. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Site by Users. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will Zeel and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Site.
The opinions expressed on the Site by users reflect solely the opinions of the users who post thereon and do not reflect the opinions of Zeel. We have no obligation to monitor user postings on the Site. However, you acknowledge and agree that we have the right (but not the obligation) to monitor the Site and the materials any user may transmit or post; to alter or remove any such materials; and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors, and our members and visitors; and to comply with legal obligations or governmental requests.
Users of the Site must not post profanity; sexual, ethnic or racial or other discriminating slurs; or material which contains no relevant or constructive content. Nor shall users identify individuals in a negative or derogatory fashion. Users are also prohibited from posting any proprietary information, trade secrets or confidential information which is the property of any other individual or entity, without the permission of such individual or entity. Although Zeel has no obligation to do so, Zeel may monitor messages and other information posted on its Site and reserves the right to delete portions of or entire posts which violate the above rules, messages or topics that are unrelated to the Service, and advertisements or other commercial messages. If you believe a message violates our member policies, please contact Zeel immediately at www.zeel.com/a/contact-us so that we can consider its editing or removal.
Zeel may provide contests on its Site. The rules, regulations, and procedures governing such contests shall be accessible through a hypertext link displayed on the web page where the contest or game may be located. By entering or participating in any of our contests or games, you agree to be subject to those rules, regulations and procedures as well as the terms and conditions of this Agreement.
Term and Termination
Effect of Termination. The terms of this Agreement shall survive expiration or termination of your membership. Payments by you, which accrue or are due before termination of your membership, shall continue to be payable by you, and amounts owed to Zeel at the time of such termination or expiration shall continue to be owed by you, after such expiration or termination.
Proprietary Information. You acknowledge and agree that: (i) the Site and/or Service, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by Zeel and its third party Content providers (“Content Providers”), as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of Zeel; (iii) the Proprietary Information is licensed, rather than sold, to you pursuant to this Agreement; and (iv) you have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to this Agreement.
Confidentiality. You hereby acknowledge that Zeel may disclose to you, as part of or in conjunction with Proprietary Information, valuable confidential information of Zeel. You agree to hold all such confidential information in confidence and not to disclose such confidential information to anyone other than your employees with a bona fide need to know, provided such employees are governed by a parallel confidentiality obligation of equal or greater force. Additionally, you agree to use at least that degree of care which you use to protect your own information of a similar confidential nature, but in no event less than reasonable protection. Excluded from such confidential information is information which, as proven by you by clear and convincing evidence, was in your possession without confidential limitation prior to disclosure, is known or becomes known to the general public without breach of this Agreement, is received rightfully by you without confidentiality limitations from a third party, or is disclosed publicly by Zeel without substantially similar confidentiality restrictions. This confidentiality obligation is to survive the termination, expiration or cancellation of this Agreement for any cause whatsoever, and to remain in force in perpetuity.
Competitive Services. You are prohibited from developing, marketing, or selling, and shall not, develop, market or sell or help to develop, market or sell any competitive service based on or derived in any way from the use of the Site and/or Service or from Proprietary Information or from the benefits of know-how resulting from access to or work with Zeel’s confidential information. The term “benefits of know how” means information in non-tangible form which may be retained by persons who have had access to the confidential information, including ideas, concepts, know how or techniques contained therein.
Trademarks. You acknowledge that Zeel has acquired, and is the owner of, trademark rights in the name and word mark "Zeel"™ and in the other marks and design marks displayed on the Site. You acknowledge that this name and these marks are famous and internationally known. You shall not, at any time or for any reason, challenge the validity of, or Zeel’s ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. All use of the foregoing name and marks by you shall inure exclusively to the benefit of Zeel. All marks shown on the Site but not owned by Zeel are the property of their respective owners.
Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Zeel infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
- (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works);
- (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Zeel to locate the material on the Site;
- (d) the name, address, telephone number, and email address (if available) of the complaining party;
- (e) a statement that the complaining party has 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 that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Zeel a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see www.copyright.gov for details. Notices and counter-notices with respect to the Site should be sent to www.zeel.com/a/contact-us. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Disclaimer of Warranty
THE SITE AND THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SERVICE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD PARTY INTERCEPTION AND MODIFICATION. ZEEL DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NONE OF ZEEL, ITS AFFILIATES OR SERVICE PROVIDERS, ZEEL’S CONTENT PROVIDERS AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES NOR THE EMPLOYEES, AGENTS AND/OR CONTRACTORS (COLLECTIVELY, THE “ZEEL PARTIES”) WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SITE AND/OR THE SERVICE. ZEEL CANNOT AND DOES NOT ASSUME ANY RESPONSIBILITY FOR ANY LOSS, DAMAGES OR LIABILITIES ARISING FROM THE FAILURE OF ANY TELECOMMUNICATIONS INFRASTRUCTURE, OR THE INTERNET OR FOR YOUR MISUSE OF ANY OF CONTENT AND INFORMATION ACCESSED THROUGH THE SITE OR SERVICES. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SITE AND SERVICE AND YOUR RELIANCE UPON ANY OF THE RESPECTIVE CONTENT IS AT YOUR SOLE RISK.
You acknowledge that any information you obtain from Zeel Providers comes from those individuals, and not from Zeel, and that Zeel is not in any way responsible for any of the information these third parties may supply or for any statements, claims, or representations they may make. Zeel disclaims any such statements, claims, or representations and the same do not expand or otherwise modify the terms of this Agreement. If you are dissatisfied with the Site or Service, your sole and exclusive remedy is to discontinue accessing and using the Site or Service.
Limitation of Liability
EACH USER IS SOLELY RESPONSIBLE FOR (I) HIS OR HER USE OF THE SITE OR SERVICE, AND (II) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SITE OR SERVICE. NONE OF THE ZEEL PARTIES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SITE OR SERVICE, EXCEPT TO THE EXTENT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN DIRECTLY FROM A WILLFUL BREACH BY ZEEL OF ANY OF ITS EXPRESS OBLIGATIONS HEREUNDER. IN THE EVENT OF SUCH A FINDING, THE AGGREGATE LIABILITY OF THE ZEEL PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DAMAGES PROVED, AND NOT TO EXCEED THE AMOUNT PAID BY YOU TO ZEEL FOR THE SITE OR SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NONE OF THE ZEEL PARTIES SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ZEEL OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NONE OF THE ZEEL PARTIES SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES; COSTS OR DAMAGES OF ANY KIND INCURRED OR SUFFERED BY YOU AS A RESULT OF SERVICES PROVIDED BY ANY OF THE ZEEL PROVIDERS ACCESSED THROUGH THE SITE.
YOU HEREBY RELEASE ZEEL AND HOLD ITS LICENSORS AND SUPPLIERS AND PROVIDERS HARMLESS FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES OF EVERY KIND AND NATURE (INCLUDING, WITHOUT LIMITATION, ACTUAL, SPECIAL, INCIDENTAL AND CONSEQUENTIAL), KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES PROVIDED. YOU WAIVE THE PROVISIONS OF, OR BENEFITS OR RIGHTS CONFERRED UNDER, ANY STATE OR LOCAL LAW LIMITING OR PROHIBITING A GENERAL RELEASE (INCLUDING BUT NOT LIMITED TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”). HOWEVER, IF YOU RESIDE IN A STATE THAT DOES NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SOME OR ALL OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. TO THE EXTENT THIS LIMITATION ON LIABILITY IS PROHIBITED, ZEEL’S SOLE OBLIGATION TO YOU FOR DAMAGES SHALL BE LIMITED TO US $100.00.
YOU REPRESENT THAT YOU HAVE INDEPENDENTLY INVESTIGATED THE ADVISABILITY OF USING THE MASSAGE SERVICES MADE AVAILABLE TO YOU BY ZEEL AND THE POSSIBLE RISKS INVOLVED IN USING SUCH SERVICES. YOU AGREE TO MAINTAIN YOUR OWN INSURANCE COVERING SUCH RISKS AND WILL LOOK SOLELY TO SUCH INSURANCE FOR REIMBURSEMENT OF ANY RESULTING DAMAGES. YOU ALSO REPRESENT THAT YOU HAVE READ THIS ENTIRE WAIVER AND LIABILITY RELEASE, OR HAD IT READ TO YOU, THAT YOU FULLY UNDERSTAND IT AND THAT YOU INTEND TO RELIEVE ZEEL, ITS DIRECTORS, OFFICERS AND EMPLOYEES AND ITS SUCCESSORS AND ASSIGNS FROM ANY AND ALL LIABILITY FOR PERSONAL INJURY, LOSS OF PROPERTY, PROPERTY DAMAGE OR WRONGFUL DEATH CAUSED BY NEGLIGENCE OR ANY OTHER CAUSE, TO THE EXTENT ALLOWED BY LAW. ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THE FOREGOING WAIVER AND RELEASE SHALL BE DETERMINED BY ARBITRATION IN NEW YORK COUNTY, STATE OF NEW YORK BEFORE A SINGLE ARBITRATOR HAVING EXPERIENCE IN THE FINANCIAL SERVICES INDUSTRY. THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO JAMS’ STREAMLINED ARBITRATION RULES AND PROCEDURES.
Zeel shall not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond Zeel’s reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic or governmental action, in so far as such an event prevents or delays Zeel in fulfilling its obligations hereunder.
Indemnification and Release
You shall defend, indemnify and hold Zeel, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys and agents, harmless against any loss or damage of any kind (including, without limitation, attorneys’ fees and lost revenues) arising from: (i) any and all breaches by you of this Agreement or any representation, warranty or covenant contained herein; (ii) any and all use of the Service not specifically authorized hereunder and on the Site; and (iii) any and all claims and actions against Zeel by other parties to whom you allow access to the Site or Service.
You further waive, release and forever discharge Zeel and its officers, agents, employees, representatives, executors, affiliates, and all others acting on their behalf (individually and collectively, the “Released Parties”), from any and all responsibility or liability for injuries or damages resulting from your participation in the activities of Zeel and/or any Zeel Services, including injuries or damages caused by the negligent act or omission of the Released Parties or in any way arising out of or connected with your participation in any activities of Zeel and/or any program or services offered by Zeel.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with our defense of such claim. You will not, in any event, settle any claim or matter without our written consent.
Additional Service Features
The Site may contain information on products, and services provided by third parties, including its Providers, and links (including advertisements) to third party web sites. This information and these products, services, and links are provided only as a convenience to users. Zeel does not review or control this information or these products, services, or other web sites, and Zeel does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites. Inclusion of any of the foregoing in the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Zeel with respect to any third party or its web site or content, or any information, products, or services provided by that third party. Zeel is under no obligation to maintain any link on the Site and may remove a link at any time in its sole discretion for any reason whatsoever.
Inadequacy of Legal Remedy
You acknowledge that Zeel’s legal remedies (including the recovery of damages) are not sufficient in the event of any breach by you of any provisions of this Agreement regarding the ownership, use, copying or distribution of the Site or the Service and that Zeel would suffer continuing and irreparable injury to its business as a direct result of such breach. Therefore, in the event of any such breach, you consent to entry of any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without the posting of any bond or other security or proof of actual damages or irreparable harm.
Place for all Disputes
All disputes arising out of this Agreement or the performance thereof shall be determined exclusively under the laws of the State of New York, without reference to its conflict-of-law provisions, and you consent to the personal jurisdiction of the state and federal courts located in New York County, New York. You shall not initiate any legal proceeding arising out of this Agreement or the performance thereof in any jurisdiction other than in the state or federal courts located in New York County, New York. In any proceeding to enforce Zeel’s rights hereunder, Zeel shall be awarded all of its costs and fees, including reasonable attorneys’ fees.
Entire Agreement; Variation
If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement shall not be affected thereby.
Notices to you may be issued by Zeel via e-mail or by surface mail to your address on file with Zeel, at Zeel’s sole discretion. Notices to Zeel by you shall be by email to email@example.com, or by recognized overnight express service, certified or registered mail, or personal delivery (in which case such notice shall be deemed given on the date of personal delivery, one business day after being deposited with the overnight express service, or five days after being deposited in the certified or registered mail).
Relationship of Parties
Nothing herein shall be deemed to create an employer-employee relationship between Zeel and you, nor any agency, joint venture or partnership relationship between the parties. Neither party shall have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
Zeel makes no representation or warranty that the content and materials on the Site or the Service are appropriate or available for use in locations outside the United States. Those who choose to access the Site or use the Service from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. Zeel reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Site or the Service to any person, geographic area, or jurisdiction we so desire, and to limit the quantities of any such Service or products that we provide.
You understand that the Service or parts thereof may be a regulated commodity under the export control laws of the United States, as amended from time to time, and the regulations thereunder, and may require a license to be exported. The Service may not be exported or re-exported in violation of such laws.
No delay, omission, or failure to exercise any right or remedy provided herein shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
Neither this Agreement nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Zeel and any attempt to do so shall be null and void. However, Zeel may assign or transfer this Agreement at any time without your permission.
The provisions of this Agreement relating to the rights of Zeel’s Content Providers are intended for the benefit of such Content Providers, and such Content Providers, as third-party beneficiaries, shall be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to this Agreement.