Massage Zeelot Membership Program Agreement

Thursday, April 25, 2024

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Agreement date: 25 April 2024, 05:23 AM EDT
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1. Acceptance. By clicking “I accept,” you hereby accept the following agreement (“Agreement”) with Zeel Networks, Inc. (“Zeel”) relating to Zeel’s massage therapy membership program (the “Zeelot Program”). You understand that this Agreement incorporates by reference Zeel’s Terms of Use as if fully set forth in this Agreement. While you participate in the Zeelot Program, you are referred to as a “Zeelot” or “Zeelot Member”.
   
   Zeel will not refund you for any reason if you receive a Massage (as defined in the Terms of Service), except as determined in its sole discretion. For avoidance of doubt, if you engage in conduct deemed inappropriate or unsafe by a Massage Therapist, as determined in the Massage Therapist’s sole discretion, including, but not limited to, making inappropriate requests, engaging in inappropriate touching, or the Massage Therapist perceives a threat to his/her safety or well-being, and such conduct results in a Massage Therapist ending the Massage prior to the end of the allotted time, Zeel will not refund you.
   
   Additionally, Zeel will not refund you for any unused cash credits in your Zeel account upon the termination of your Zeel account, except as described in Section 4 herein.

2. Zeelot Membership.

   Dues. Your monthly membership (“Zeelot Membership”) dues (“Dues”) are equal to the then-current Zeelot Membership rate for a 60-minute table massage as determined by 1) the zip code of the address you provided on your Zeelot Membership application and 2) the membership level you selected (the “Zeelot Current Rate”). The Zeelot Current Rate is listed by location here. Zeel reserves the right to change the Zeelot Current Rate at its sole discretion and without notice. Notwithstanding the above, Authorized Users (as defined below) and Recipients (as defined below) will not be charged Dues related to the accounts on which they are Authorized Users or Recipients. Paid Dues will not be refunded for any reason other than as described in Section 4 below.

   Benefits. In each month during your Zeelot Membership in which you pay the Dues for your account, you will receive a cash credit in your Zeel account equal to the Dues you paid that month. If you are a Giver (as defined below), then in each month during your Recipient’s Zeelot Membership in which you pay the Dues for the Recipient’s account, the Recipient will receive a cash credit in the Recipient’s account equal to the Dues paid by the Giver that month. Additionally, during your Zeelot Membership, you will be eligible to book massages through your account at the Zeelot Current Rate, which is less than Zeel’s regular rates for non-members.

   Special Provisions for Gifts. If you are purchasing a Zeelot Membership as a gift for someone else (in which case you are a “Giver” for a “Recipient”), then the Recipient must apply for a Zeelot Membership, including setting up an account with Zeel, providing a valid credit card, and signing this Agreement; (2) the Recipient will be the Zeelot Member and all Dues paid for by the Giver’s Dues related to the gift will be credited to Recipient’s Zeel account; (3) if the Giver fails to timely pay the Dues, Zeel may contact the Recipient and/or terminate the Recipient’s Zeelot Membership; and (4) the gift of Zeelot Membership and associated Dues continue month-to-month until cancelled by the Giver in accordance with Section 4 below. Other than the cash credit derived from the Dues paid by the Giver, the Recipient must pay for any additional massages or additional massage time booked using the Recipient’s account.

   12-Month Commitment. If you agree, in advance, to participate in the Zeelot Program and pay Dues for at least 12 months for your account (the “Commitment”), and you cancel or suspend your Zeelot Membership sooner than 12 full months after agreeing to the Commitment, or otherwise fail to timely pay Dues for 12 months after agreeing to the Commitment, Zeel will charge your credit card a termination fee of $200 (“Early Termination Fee”).

   Locations. The Zeelot Current Rate is not available in all locations. See this link for a list of locations where you can book massages at the Zeelot Current Rate and the Zeelot Current Rate for each available location. Credits in your Zeel account, including those derived from Dues, will be applied to whatever massage you book at whatever rate applies to such massage. By entering this Agreement, you agree that you have reviewed the Zeelot Program locations.

   Massage Time. During your Zeelot Membership, you may purchase through your Zeel account massages of any duration (60-, 75-, 90-, 105-, or 120-minutes) in any location for you, friends, or family members at the Zeelot Current Rate where available or at the regular rate where the Zeelot Current Rate is not available. The applicable rate for a massage will be determined by the location and duration of the corresponding massage you are booking. Every massage purchased at the Zeelot Current Rate must be scheduled at the time of purchase. Zeel reserves the right to limit the number of Zeelot Program massages purchased using your account at its sole discretion.

   Unused Credit and Paying for Additional Massage Time. If you book a massage or massages using your account, Zeel will first apply any unused cash credits in your Zeel Account to pay for that massage. Zeel will charge your credit card for any costs that exceed the cash credits in your Zeel account. Cash credits will remain in your Zeel account indefinitely and never expire, including if you cancel your Zeelot Membership, except as provided herein. Notwithstanding anything to the contrary herein, in the event that Zeel declares bankruptcy, liquidates, or otherwise ceases conducting business, or Zeel terminates your Zeel account under this Agreement or the Terms of Use, you will forfeit any unused cash credits in your Zeel account without further compensation, unless prohibited by law.

   Authorized Users. You may provide your family and/or friends with access to your account (each an “Authorized User”). If an Authorized User books a massage using your account, any available cash credits will be applied. During your Zeelot Membership, if an Authorized User books a massage and your account does not have any or enough cash credits, Zeel will charge your credit card for the additional amounts due in connection with the massage booked by the Authorized User. Minors under the age of 18 may be Authorized Users but must be accompanied by a parent or guardian at all times while receiving a massage. You are responsible for all charges for massages booked using your Zeel account by any user.

   Prices subject to change. All prices, including any surcharges for late night or holiday appointments, are subject to change by Zeel in its sole discretion without notice.

   No transfer. You may not transfer the Zeelot Membership or the cash credits in your Zeel account to any other account.

   Cancelling a Massage. Zeel’s then-current Cancellation Policy will apply to any massages cancelled using cash credits and/or your credit card in your account.

3. Billing. Unless you are an Authorized User or Recipient, Dues are charged to your credit card or debit card on file with Zeel: (1) on the date you enroll in the Zeelot Program, and (2) subsequently on a monthly basis until cancelled. Zeel will automatically bill your credit card or debit card each month on the calendar day corresponding to the commencement of your Zeelot Membership. Zeel reserves the right to change the timing of your billing, without notice, if your credit card or debit card payment has not successfully settled due to expiration, insufficient funds, or otherwise. In the event your Zeelot Membership begins on the 29th, 30th or 31st of a month, Zeel will bill your credit card or debit card on the 28th day of any subsequent months.

   No refunds or credits. EXCEPT FOR A CHANGE OF PERMANENT RESIDENCE OR PERMANENT DISABILITY AS SPECIFIED IN SECTION 4 BELOW, ZEEL WILL NOT REFUND YOU FOR UNUSED CASH CREDITS IN YOUR ZEEL ACCOUNT AND/OR THE DUES.

4. Term and Termination.

   Subject to the Early Termination Fee described above (as applicable), you may terminate your Zeelot Membership at any time after your second monthly subscription charge upon written notice by completing this form at least forty-eight (48) hours before your next monthly Dues charge. Except as expressly described in this Section 4 below, paid Dues are non-refundable. Zeel will refund you up to $500 USD upon an Eligible Termination. An Eligible Termination is limited to: (1) your changing your permanent residence to a location that Zeel does not service (in which case Zeel requires written notice from you within thirty (30) days after you move to such location); or (2) you have a permanent disability that contraindicates massage therapy, as established with a letter from your doctor (in which case Zeel requires written notice from you).

   Freezing allowed. Zeel will allow you to “freeze” your Zeelot Membership (i.e., stop future Dues charges) for up to 3 months at a time. You must provide written notice of freezing by completing this form at least forty-eight (48) hours before your next monthly Dues charge or your Zeelot Membership will freeze beginning in the following month. Upon receiving timely notice, Zeel will freeze your Zeelot Membership beginning on the date of your next scheduled Dues payment. If you do not specify the length of the freeze, Zeel will freeze your Zeelot Membership for 2 months. You may only freeze in 2- or 3-month increments. You may only freeze a total of 6 months in any 12-month period. You may use the cash credits at the Zeelot Current Rate in your account during a freeze until your cash credits run out and may resume booking at the Zeelot Current Rate once Zeel resumes collecting Dues.

   By Zeel. Zeel reserves the right to terminate your Zeelot Membership at any time and for any reason, in Zeel’s sole discretion, including, but not limited to, your failure to make timely Dues payments, Zeel’s belief that you have engaged in inappropriate behavior with Zeel massage therapists, or Zeel believes that you otherwise may present a threat of harm to a massage therapist or Zeel employee. Zeel may also block you from accessing Zeel’s services, including Zeel’s mobile application and website. For avoidance of doubt, if you engage in conduct deemed inappropriate or unsafe by a Massage Therapist, as determined in the Massage Therapist’s sole discretion, including, but not limited to, making inappropriate requests, engaging in inappropriate touching, or the Massage Therapist perceives a threat to his/her safety or well-being, and such conduct results in a Massage Therapist ending the Massage prior to the end of the allotted time, Zeel may terminate your Zeelot Membership and your Zeel account.

   Delinquent account. Zeel reserves the right to refer your account to collections if you fail to timely pay Dues. You agree to pay all reasonable collection costs in connection with your account, including attorneys’ fees and costs.

   After Termination. After your Zeelot Membership is terminated: (1) any unused cash credits will remain in your account, subject to the other terms herein. If Zeel terminates your Zeelot Membership and your Zeel account, Zeel will refund you for any unused cash credits in your account, provided, however, Zeel will not refund you for any unused cash credits if it terminates your Zeel account if you have engaged in any inappropriate behavior or have threatened harm to a massage therapist or Zeel employee.

5. Representations. You represent that you are physically sound and suffering from no condition, impairment, disease, infirmity, or other illness that would prevent your participation in any activities and programs of Zeel (including the Zeelot Program), including, but not limited to, you receiving massage therapy.

6. Disclaimer of Warranties; Limitation of Liability. Zeel disclaims all warranties, both express and implied, including any warranty of non-infringement, fitness for a particular purpose or merchantability and Zeel’s liability hereunder shall be limited to the aggregate Dues paid to Zeel by you for the Zeelot Program as of the date your Zeelot Membership terminates. Zeel has no liability to you for any incidental and consequential damages, whether or not foreseeable or contemplated by Zeel.

7. Assumption of Risk. You knowingly, intelligently, and voluntarily accept all risks associated with massage therapy, the Zeelot Program, and any services offered or rendered by Zeel or its contractors or agents.

8. Indemnification. You waive, release and forever discharge Zeel and their 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 offered by Zeel and/or the Zeelot Program, 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 the Zeelot Program, including, but not limited to, you receiving massage therapy.

9. Miscellaneous. (a) This Agreement is governed by New York law and all disputes shall be heard only in state or federal court in New York City. Any legal fees and expenses relating thereto shall be awarded to the successful party. (b) This Agreement supersedes any previous agreement, oral or written, and can be modified only in writing signed by the parties hereto. © 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 memberservices@zeel.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). (d) You may not assign, transfer or delegate this Agreement or any part of it without Zeel’s prior written consent. Zeel may freely transfer, assign or delegate all or any part of this Agreement, and any rights and duties thereunder, upon the giving of notice. (e) This Agreement will be binding upon and inure to the benefit of the heirs, successors and permitted assignees of the parties. (f) The provisions of this Agreement are severable, and in the event any provision 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; rather, such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable. (g) The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement. (h) The parties represent and agree that they fully understand their right to discuss all aspects of this Agreement with their attorneys, that they have availed themselves of this right, that their attorneys have counseled them with respect thereto, that they have carefully read all of the provisions of this Agreement, that they fully understand those provisions and that they are voluntarily entering into this Agreement.