Please read these terms carefully before using the Zinifly platform.
These Terms of Service (“Terms”) constitute a legally binding agreement between you and Zinifly, Inc. (“Zinifly,” “Company,” “we,” “us,” or “our”) governing access to and use of the Zinifly platform, websites, applications, marketplaces, tenant websites, subdomains, custom-domain websites powered by Zinifly, vendor portals, ecommerce functionality, ticketing systems, communications tools, payment integrations, venue-management tools, APIs, software, and related products and services collectively referred to as the “Platform.”
PLEASE READ THESE TERMS CAREFULLY.
THESE TERMS CONTAIN IMPORTANT PROVISIONS CONCERNING AUTOMATIC SUBSCRIPTION RENEWAL, DISCLAIMERS OF WARRANTIES, LIMITATIONS OF LIABILITY, INDEMNIFICATION, AND MANDATORY INDIVIDUAL ARBITRATION. EXCEPT WHERE PROHIBITED BY LAW, THE ARBITRATION PROVISIONS REQUIRE DISPUTES TO BE RESOLVED INDIVIDUALLY AND WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR JURY TRIAL.
By clicking “I Agree,” checking a box indicating acceptance, creating an account, registering as a vendor, submitting a vendor application, purchasing a subscription, making a purchase, purchasing or claiming a ticket, registering for an event, or otherwise affirmatively indicating agreement to these Terms, you agree to be bound by them.
If you are accepting these Terms on behalf of a company, nonprofit organization, government entity, association, market, festival, event organizer, or other legal entity, you represent and warrant that you have authority to bind that entity.
If you do not have such authority or do not agree to these Terms, you may not use the applicable portions of the Platform.
Persons who merely browse a Zinifly-powered public website without creating an account or completing a transaction must comply with the provisions of these Terms applicable to website access, acceptable use, intellectual property, user conduct, and applicable law.
Separate terms presented during a particular transaction, Order Form, enterprise agreement, Data Processing Addendum, Service Level Agreement, payment processor agreement, Market Owner policy, vendor agreement, event rule, ticket condition, or other agreement may also apply.
Where a separately signed agreement between Zinifly and a customer expressly conflicts with these Terms, the separately signed agreement will control solely with respect to the subject matter of the conflict.
For purposes of these Terms:
“Business User” means a Market Owner, Vendor, Seller, sponsor, artist, service provider, or other person using the Platform primarily for commercial, organizational, or professional purposes.
“Buyer” means a person purchasing goods or services through a Zinifly-powered marketplace.
“Consumer” means an individual using the Platform primarily for personal, family, or household purposes.
“Content” means text, photographs, graphics, videos, audio, trademarks, logos, product listings, event information, reviews, comments, messages, documents, files, data, designs, code, and other material uploaded, submitted, transmitted, displayed, generated, or otherwise provided through the Platform.
“Event Organizer” means the Market Owner or other third party responsible for organizing, producing, hosting, managing, or operating an event.
“Market Owner” or “Organization” means a business, organization, nonprofit, association, municipality, promoter, event organizer, farmers market, festival, convention, expo, venue operator, or other entity that creates or manages a Zinifly-powered marketplace, website, event, or organization account.
“Marketplace” means a website, event, ecommerce environment, vendor marketplace, ticketing page, or other experience operated through the Platform by a Market Owner.
“Payment Processor” means Stripe, Square, PayPal, banks, card networks, payment facilitators, or other third-party payment providers integrated with the Platform.
“Seller” or “Vendor” means a person or entity offering products, services, event spaces, merchandise, food, sponsorships, admissions, or other items through a Marketplace.
“Transaction” means a purchase, booking, ticket purchase, vendor-space reservation, payment, refund, payout, sale, or other commercial transaction conducted using the Platform.
“User” means any person or entity accessing or using the Platform, including Market Owners, Vendors, Sellers, Buyers, attendees, ticket purchasers, volunteers, artists, sponsors, administrators, and Visitors.
“User Content” means Content supplied by or on behalf of a User rather than Zinifly.
You are responsible for maintaining the security and confidentiality of your account credentials.
You must promptly notify Zinifly if you know or reasonably suspect that your account has been accessed without authorization.
You are responsible for activity conducted through your account unless applicable law provides otherwise.
You may not:
Market Owners are responsible for controlling administrator permissions within their Organization.
Zinifly may require multi-factor authentication, password resets, identity verification, business verification, or other security measures.
Zinifly provides technology that may enable Users to perform activities including:
Features vary by plan and may change over time.
Zinifly may add, modify, improve, restrict, replace, suspend, or discontinue Platform functionality.
Except where a separate written agreement expressly provides otherwise, Zinifly does not guarantee that any particular feature will remain available indefinitely.
Subject to your compliance with these Terms and payment of all applicable fees, Zinifly grants you a limited, nonexclusive, nontransferable, nonsublicensable, revocable right to access and use the Platform for its intended purposes.
No ownership interest in the Platform is transferred to you.
You may not:
A Market Owner operates its own Marketplace, events, vendor relationships, policies, and business.
Except where applicable law expressly imposes an obligation on Zinifly, each Market Owner is responsible for its own operations.
Market Owners are responsible for:
Market Owners are responsible for:
Zinifly is not the owner or operator of a Market Owner's event or venue merely because the Platform is used to manage it.
Market Owners determine which Vendors participate in their Marketplace unless Zinifly exercises a separate legal or compliance right.
Market Owners are responsible for adopting and enforcing appropriate Vendor requirements, including requirements concerning licensing, insurance, safety, products, conduct, taxes, refunds, and compliance.
Zinifly does not perform criminal background checks, professional licensing investigations, product inspections, safety inspections, or comprehensive Vendor due diligence unless Zinifly expressly states otherwise in writing.
Market Owners are solely responsible for determining the legal status of their workers, contractors, Vendors, volunteers, artists, performers, sponsors, and other participants.
Nothing in the Platform creates an employment, agency, partnership, joint-venture, franchise, fiduciary, or similar relationship between Zinifly and those individuals or organizations.
Market Owners must maintain insurance appropriate for their activities and any insurance required by law, contract, venue, or applicable Event rules.
Zinifly may require proof of insurance as a condition of continued Platform use.
Market Owners may establish their own terms, policies, rules, cancellation policies, Vendor agreements, and refund policies.
Those agreements are solely between the Market Owner and the applicable Users unless Zinifly expressly agrees otherwise in writing.
As between a Vendor and Zinifly, and except where applicable law expressly provides otherwise, the Vendor is responsible for the products and services it offers.
Vendors are responsible for:
Vendors must not make false, deceptive, misleading, or unsubstantiated claims.
A Vendor may not falsely suggest that Zinifly manufactures, endorses, certifies, guarantees, sponsors, approves, or insures a Vendor or its products.
Where required by law or Payment Processor requirements, Vendors must provide identity, banking, tax, ownership, licensing, or business information.
Zinifly may suspend a Vendor that fails to provide required information.
Unless otherwise expressly stated, Zinifly provides technology connecting Buyers, Event Organizers, Market Owners, and Vendors.
Purchases of Vendor products or services generally create a transaction between the Buyer and applicable Vendor.
Event admissions generally create a transaction involving the applicable Event Organizer.
The identity of the responsible seller or organizer may be displayed during checkout, on the applicable Marketplace, on an order confirmation, or in transaction records.
Zinifly does not manufacture or independently inspect Vendor products merely because they appear on the Platform.
To the maximum extent permitted by law, disputes concerning product condition, fulfillment, Event operation, admission, Vendor warranties, or organizer-specific refund policies should first be directed to the applicable Vendor or Market Owner.
Nothing in these Terms eliminates any nonwaivable consumer right.
Zinifly may provide software enabling Event Organizers to advertise, offer, sell, issue, manage, and validate event tickets.
Event Organizers are responsible for:
Event Organizers must provide Zinifly with complete and accurate information concerning all mandatory charges and fees associated with tickets.
Zinifly may combine mandatory charges into a displayed total price, restructure the presentation of fees, or prevent an Organizer from displaying prices in a manner Zinifly reasonably believes could violate applicable pricing or consumer-protection requirements.
Users may not mischaracterize mandatory fees, conceal mandatory charges, advertise ticket prices that cannot actually be purchased at the advertised price, or provide Zinifly with inaccurate fee information.
Government charges, shipping charges, optional products, and other items may be displayed separately where legally permitted.
Events may be postponed, rescheduled, relocated, modified, or canceled by Event Organizers.
Unless Zinifly expressly assumes responsibility in writing, the Event Organizer remains responsible for determining and funding any refund resulting from an Event cancellation or modification.
Zinifly may facilitate refunds through an integrated Payment Processor where authorized and funded.
Possession of a ticket does not guarantee admission where an attendee fails to comply with lawful Event or venue rules.
Event Organizers, venues, or security personnel may deny or remove attendees where legally permitted.
Zinifly is not responsible for the physical operation or security of an Event unless expressly stated otherwise.
Tickets may not be resold in violation of applicable law, Event rules, or Platform restrictions.
Unauthorized ticket scalping, fraudulent ticket duplication, counterfeit QR codes, or manipulation of ticketing systems is prohibited.
Zinifly may enable third-party Sellers to offer consumer products through online marketplaces.
You authorize Zinifly and its service providers to collect, request, verify, maintain, update, and where legally required disclose information concerning you or your business.
Information may include:
If Zinifly determines that a Seller meets a statutory or regulatory threshold requiring enhanced verification, disclosure, certification, or monitoring, the Seller must promptly cooperate.
Zinifly may require periodic or annual certification that Seller information remains accurate.
Where applicable law requires information concerning a Seller to be displayed to Buyers, the Seller authorizes Zinifly to make such disclosures.
Zinifly may suspend product listings, sales capability, payouts, or the entire Seller account if legally required information is not supplied, cannot be verified, becomes inaccurate, or is not timely recertified.
Zinifly may provide mechanisms enabling consumers to report suspicious, fraudulent, illegal, counterfeit, unsafe, or deceptive seller conduct.
Use of the Platform constitutes agreement to cooperate with reasonable investigations concerning such reports.
Zinifly integrates with third-party Payment Processors including, where available, Stripe, Square, PayPal, banks, and other payment providers.
Payment services are subject to the applicable Payment Processor's terms.
You authorize Zinifly and applicable Payment Processors to exchange information necessary to facilitate payments, onboarding, verification, payouts, refunds, chargebacks, fraud prevention, tax reporting, and compliance.
Payment Processors may:
Zinifly is not responsible for independent actions or failures of a Payment Processor.
Payout timing may depend on:
Any payout timing displayed through the Platform is an estimate unless expressly guaranteed in writing.
Where permitted by law and Payment Processor functionality, Zinifly may cause or request that funds be delayed, reserved, offset, restricted, or withheld when reasonably necessary to address:
Zinifly provides software and related marketplace technology.
Unless expressly stated otherwise, Zinifly does not provide deposit accounts, banking services, or investment services.
Payment services are provided through regulated third parties where applicable.
Nothing in these Terms creates a fiduciary relationship between Zinifly and any User.
The legal roles applicable to a Transaction may vary depending on the transaction structure, Payment Processor configuration, jurisdiction, and applicable law.
Nothing in these Terms is intended to disclaim a statutory obligation that applicable law directly imposes on Zinifly.
Certain Platform features require a paid subscription.
Current pricing, transaction fees, plan limits, billing frequencies, and other commercial terms are presented during checkout, on the Pricing page, in an Order Form, or in another applicable purchase interface.
Unless expressly stated otherwise during checkout, paid monthly and annual subscriptions automatically renew for successive periods equal to the applicable subscription period until canceled.
BY PURCHASING AN AUTOMATICALLY RENEWING SUBSCRIPTION, YOU EXPRESSLY AUTHORIZE ZINIFLY AND ITS PAYMENT PROCESSORS TO CHARGE THE PAYMENT METHOD YOU PROVIDE AT THE BEGINNING OF EACH BILLING PERIOD FOR THE THEN-APPLICABLE SUBSCRIPTION PRICE, PLUS APPLICABLE TAXES AND OTHER AMOUNTS DISCLOSED TO YOU.
The automatic renewal terms, amount or method for determining the amount, billing frequency, and cancellation mechanism will be disclosed before purchase as required by applicable law.
You may cancel an automatically renewing subscription through the cancellation method made available in your account or through another method Zinifly provides.
Where applicable law requires an online cancellation mechanism, Zinifly will provide one.
Cancellation prevents future renewal charges but ordinarily does not terminate access before the end of an already-paid billing period.
Zinifly may provide renewal reminders, price-change notices, or other notices where required by applicable law.
Zinifly may change subscription pricing prospectively.
Where legally required, Zinifly will provide advance notice before applying a material price increase to an automatically renewing subscription.
Continued subscription after the effective date of a properly disclosed price change constitutes authorization to charge the new amount where permitted by law.
Trial length and conditions are disclosed at signup.
If no payment method is required for a trial, the trial will not automatically generate a paid subscription charge merely because the trial expires.
If Zinifly later offers a trial that converts into a paid subscription, the conversion terms and recurring price must be disclosed before Zinifly obtains authorization to charge.
Users may not repeatedly create accounts to improperly obtain multiple free trials.
Plan upgrades may take effect immediately and may result in prorated or immediate charges as disclosed at the time of upgrade.
Plan downgrades generally take effect at the next billing cycle unless otherwise stated.
Downgrades may result in loss of access to features, capacity, storage, domains, or other functionality.
Promotional or discounted pricing may be temporary and subject to additional conditions.
Unless expressly stated otherwise, expiration of a promotion does not cancel the underlying subscription.
Except where required by applicable law, expressly stated in an Order Form, expressly stated during checkout, or provided under a specific Zinifly refund policy, subscription fees paid to Zinifly are non-refundable.
Cancellation normally takes effect at the end of the current paid billing period.
If Zinifly terminates a prepaid subscription solely for Zinifly's convenience and not because of a violation, risk issue, legal requirement, Payment Processor action, nonpayment, or other cause attributable to the User, Zinifly may provide a prorated refund of unused prepaid subscription fees as appropriate.
Transaction refunds involving Vendor products, Vendor fees, or Event tickets are generally governed by the applicable Seller or Event Organizer's refund policy, subject to applicable law.
Nothing in these Terms restricts refund rights that cannot legally be waived.
Users may not misuse the chargeback process.
Sellers and Market Owners are responsible for responding to chargebacks concerning their Transactions and providing requested supporting documentation.
Where permitted by applicable law, Payment Processor rules, and the applicable Transaction structure, chargebacks, refunds, penalties, dispute fees, and negative balances may be:
Zinifly may suspend payouts or transaction capability while material payment disputes are unresolved.
Nothing in this Section eliminates rights provided to Consumers by applicable payment-card or consumer-protection law.
Users are responsible for determining taxes applicable to their activities except to the extent applicable law expressly assigns collection, withholding, reporting, or remittance obligations to Zinifly or a Payment Processor.
Zinifly may:
where Zinifly reasonably determines such actions are required or appropriate.
A contractual allocation of tax responsibility does not prevent Zinifly from complying with laws that directly require Zinifly to collect or remit taxes.
Users remain responsible for taxes, filings, licenses, and records that remain legally their responsibility.
By creating an account or conducting a Transaction, you consent to receive electronic communications necessary to administer the account or Transaction, including communications concerning:
Electronic communications may be delivered by email, Platform notification, or other appropriate method.
Marketing communications are governed separately and may require additional consent.
Zinifly may provide text-message functionality for account, Event, Vendor, order, support, or other communications.
Message and data rates may apply.
Message frequency varies.
Users may obtain assistance by replying HELP where supported.
Users may opt out of applicable SMS programs by replying STOP or using another legally recognized revocation method.
Zinifly will honor legally valid consent revocations as required by applicable law.
Marketing consent is not a condition of purchasing Zinifly services where applicable law prohibits such a condition.
Opting out of marketing messages does not necessarily prevent separately requested, security-related, legally required, or transactional communications where those communications are permitted by law.
Where a Market Owner or Vendor initiates marketing communications through Zinifly, that Market Owner or Vendor is responsible for:
Zinifly may block or suppress communications where it reasonably believes consent is missing or applicable law may be violated.
Users using Zinifly email or newsletter functionality must comply with all applicable commercial-email laws.
Users may not:
Market Owners and Vendors are responsible for providing required business-identification and physical-address information in commercial messages where applicable.
Zinifly may maintain suppression records and prevent messages from being sent to persons who have opted out.
You retain ownership of your User Content.
By uploading or submitting User Content to the Platform, you grant Zinifly a worldwide, nonexclusive, royalty-free, sublicensable license to host, store, reproduce, process, transmit, format, adapt for technical purposes, display, distribute, and otherwise use the User Content as reasonably necessary to:
Where you intentionally make Content publicly available, this license includes the right to display that Content through the applicable Marketplace and to enable ordinary sharing, indexing, or discovery consistent with Platform functionality.
Zinifly does not acquire ownership of your underlying User Content merely because you upload it.
You represent and warrant that:
Zinifly may, but generally has no obligation to, monitor User Content except where applicable law provides otherwise.
Zinifly may remove, restrict, preserve, disable, or report Content that Zinifly reasonably believes:
The following Content or activity is prohibited:
Zinifly may preserve and report information to law enforcement, the National Center for Missing & Exploited Children, regulators, Payment Processors, affected persons, or other entities where Zinifly reasonably believes disclosure is required or permitted by law.
Users may not use Zinifly to sell, advertise, promote, distribute, or facilitate products or services prohibited by law or applicable Payment Processor policy.
Prohibited or restricted categories may include:
This list is illustrative rather than exhaustive.
Zinifly may impose restrictions more stringent than applicable law where reasonably necessary to maintain payment processing, Platform safety, or legal compliance.
The Platform and all Zinifly-owned software, source code, object code, databases, interfaces, designs, systems, documentation, trademarks, logos, graphics, workflows, functionality, and other proprietary materials are owned by Zinifly or its licensors.
All rights not expressly granted are reserved.
White-label functionality, custom domains, branding tools, or custom Marketplace designs do not transfer ownership of the underlying Zinifly Platform.
Users may not remove proprietary notices or imply ownership of Zinifly technology.
If you provide ideas, suggestions, recommendations, concepts, feature requests, or other feedback concerning Zinifly, you grant Zinifly a perpetual, irrevocable, worldwide, royalty-free right to use, modify, commercialize, disclose, reproduce, and incorporate that feedback without restriction or compensation.
This provision does not transfer ownership of confidential proprietary information separately protected by a written agreement.
Zinifly respects intellectual-property rights.
Users may not upload Content that infringes copyrights or other intellectual-property rights.
Zinifly may remove allegedly infringing material and may suspend or terminate repeat infringers where appropriate.
Copyright owners or authorized agents may submit notices pursuant to Zinifly's separately published Copyright/DMCA Policy.
Zinifly intends to maintain procedures consistent with applicable copyright safe-harbor requirements, including designated-agent procedures where applicable.
Submitting knowingly false copyright complaints or counter-notifications may result in liability under applicable law.
Zinifly's collection and use of personal information is described in its Privacy Policy and Cookie Policy.
Depending on the processing activity and applicable law, Zinifly may act as a controller, processor, service provider, contractor, business, or other legally defined party.
Market Owners are responsible for determining the lawful basis on which they collect and use personal information through their Marketplace.
Market Owners must:
Where Zinifly processes personal data on behalf of a Market Owner in circumstances requiring a data-processing agreement, the applicable Zinifly Data Processing Addendum will govern that processing.
Unless a feature expressly requests the information or Zinifly has agreed in writing to support the applicable processing, Users must not submit:
This restriction does not apply to information expressly requested through an authorized tax, payment, identity-verification, compliance, or other approved Platform workflow.
Market Owners operating Events involving minors are responsible for determining what parental consent, releases, notices, supervision, background checks, or other safeguards are legally required.
Market Owners may not use Zinifly to intentionally collect personal information directly from children under thirteen in a manner subject to the Children's Online Privacy Protection Act unless Zinifly has expressly authorized a compliant workflow.
Zinifly may remove or restrict information concerning minors where reasonably necessary to comply with law or protect individuals.
Zinifly will maintain security measures it considers commercially reasonable and appropriate for the nature of the Platform and information processed.
No internet-connected system can be guaranteed to be completely secure.
Accordingly, Zinifly does not warrant that unauthorized access, cybersecurity incidents, transmission errors, or data loss will never occur.
Users are responsible for:
Zinifly may temporarily restrict access where reasonably necessary to investigate or mitigate a security risk.
The Platform may rely on or integrate with third parties including:
Third-party services may be governed by their own terms and privacy practices.
Zinifly is not responsible for failures, outages, policy changes, suspensions, security incidents, or conduct solely attributable to independent third-party providers except to the extent applicable law provides otherwise.
Zinifly may replace third-party providers without obtaining User consent where doing so does not materially alter a separately contracted obligation.
Where a plan permits custom domains, CSS, JavaScript, templates, or other customization, the Market Owner is responsible for its custom implementation.
Market Owners must ensure they possess rights to domains, logos, fonts, scripts, images, trademarks, and other customized materials.
Custom code must not:
Zinifly may disable custom code that presents a security, legal, performance, accessibility, or operational risk.
Zinifly's Venue Builder and mapping tools are operational planning tools.
They are not architectural, engineering, fire-safety, occupancy, accessibility, building-code, or life-safety plans.
Zinifly does not warrant that a layout:
Market Owners must obtain qualified professional review, venue approval, fire-marshal approval, governmental approval, or other review where required.
Zinifly may enable Users to upload, create, transmit, acknowledge, or electronically sign documents.
Zinifly is not a law firm and does not provide legal advice.
Zinifly does not guarantee that:
Users are responsible for obtaining legal advice regarding important agreements.
Electronic records and signatures may be used where legally permitted, but Users remain responsible for determining whether a particular transaction has special execution, notarization, witnessing, retention, or other requirements.
Market Owners are responsible for ensuring that User-created Content, custom code, uploaded documents, custom designs, and business operations comply with accessibility obligations applicable to them.
Users must not intentionally use customizations to defeat accessibility functionality supplied by Zinifly.
Zinifly may modify or disable custom Content or code that materially interferes with Platform accessibility.
Nothing in these Terms attempts to transfer away any accessibility obligation that applicable law directly and nonwaivably imposes on Zinifly.
Reports, analytics, revenue dashboards, Vendor metrics, attendance data, projections, and other Platform-generated information may contain errors, delays, estimates, or incomplete information.
Users should independently verify information before relying on it for:
Zinifly does not provide accounting, tax, investment, legal, or financial advice.
Zinifly may offer beta, preview, early-access, experimental, or evaluation functionality.
Such features may be incomplete, unstable, changed, or discontinued without notice.
Unless otherwise expressly agreed in writing, beta and preview features are provided “AS IS” without service-level commitments.
Support availability may vary by plan.
Descriptions such as “priority support,” “24/7 support,” estimated response times, or other support statements describe service availability or targets unless an enforceable Service Level Agreement expressly provides otherwise.
No uptime guarantee or service-credit obligation exists unless contained in a written or published Service Level Agreement expressly made applicable to the relevant subscription.
If a Service Level Agreement applies, that agreement will provide the exclusive remedy for failure to meet the applicable uptime commitment unless otherwise expressly stated.
Zinifly may review account information, listings, Transactions, public Content, reports, communications processed through Platform features, and other relevant information where reasonably necessary to:
Nothing in this Section creates a general obligation for Zinifly to monitor all Users or Content.
Zinifly may immediately suspend, restrict, remove, disable, or terminate access to all or part of the Platform if Zinifly reasonably believes:
Where reasonable and legally permitted, Zinifly may provide notice and an opportunity to cure.
No cure period is required for fraud, security threats, illegal activity, harassment, exploitation, repeated violations, nonpayment, Payment Processor restrictions, or urgent risk.
Market Owners may cancel their subscription in accordance with Section 13.
Following expiration of a paid subscription, the Market Owner will ordinarily have up to thirty (30) days to request or obtain an export of available Market Owner Data, subject to technical capability, account security, legal restrictions, and Zinifly's retention practices.
Zinifly may restrict direct account access during that period while making a reasonable export mechanism available.
After the applicable export period, Zinifly may delete Market Owner Data except where:
Users are responsible for exporting information they need before expiration of the retention period.
Sections intended by their nature to survive termination will survive, including payment obligations, intellectual-property provisions, disclaimers, limitations of liability, indemnification, dispute provisions, and other accrued rights.
Zinifly is not responsible for resolving disputes between:
Zinifly may choose to facilitate communications or investigate a dispute but is not obligated to adjudicate private contractual disputes.
To the fullest extent permitted by law, Users release Zinifly from claims arising solely from disputes between Users or from products, services, Events, or conduct supplied entirely by third parties.
Where legally permitted, this release includes unknown claims arising from such third-party disputes, including protections analogous to California Civil Code Section 1542, to the extent a waiver is legally enforceable.
This Section does not waive any claim against Zinifly that applicable law prohibits a User from waiving.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”
ZINIFLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF:
Zinifly does not warrant that:
Some jurisdictions do not permit certain warranty exclusions. Those exclusions apply only to the maximum extent permitted by law.
Information supplied through Zinifly is for general operational purposes.
Zinifly does not provide:
Users are responsible for obtaining qualified professional advice where appropriate.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZINIFLY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY:
REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZINIFLY'S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO THE PLATFORM, THESE TERMS, OR ANY RELATED TRANSACTION WILL NOT EXCEED THE GREATER OF:
(A) THE TOTAL FEES PAID DIRECTLY TO ZINIFLY BY THE CLAIMING PARTY DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM; OR
(B) ONE HUNDRED U.S. DOLLARS ($100).
For a User who paid no fees directly to Zinifly, the maximum aggregate liability will be one hundred U.S. dollars ($100), to the maximum extent permitted by law.
These limitations apply collectively to all claims arising from the same or related circumstances.
The limitations apply regardless of whether a claim is characterized as contract, tort, negligence, strict liability, statutory liability, misrepresentation, data loss, security incident, or another legal theory.
Nothing in these Terms limits liability that applicable law does not permit Zinifly to limit.
The parties agree that the limitations in this Section are a fundamental allocation of risk and that Zinifly would not provide the Platform on the same economic terms without them.
To the maximum extent permitted by law, each Market Owner, Vendor, Seller, and other Business User agrees to indemnify, defend, and hold harmless Zinifly and its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against third-party claims, demands, investigations, actions, proceedings, damages, judgments, settlements, liabilities, penalties, fines, costs, and reasonable attorneys' fees arising from or relating to:
Zinifly will provide reasonable notice of a covered claim where practicable.
Zinifly may control the defense and settlement of a claim for which indemnification is sought.
The indemnifying party must reasonably cooperate.
The indemnifying party may not settle a claim in a manner that imposes liability, admission, restriction, or obligation on Zinifly without Zinifly's written consent.
Zinifly will not be liable for delay, interruption, or failure caused by circumstances beyond its reasonable control, including:
This Section does not excuse payment obligations that accrued before the force-majeure event.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
Except for matters expressly excluded below, you and Zinifly agree that disputes arising out of or relating to these Terms, the Platform, Transactions, communications, or the relationship between you and Zinifly will be resolved through binding individual arbitration rather than in court.
The Federal Arbitration Act governs interpretation and enforcement of this Section.
Before initiating arbitration, the complaining party must provide written notice describing:
Notices to Zinifly must be sent to support@zinifly.com with the subject line LEGAL DISPUTE NOTICE and to Zinifly's legal-notice mailing address identified in Section 55.
The parties will attempt in good faith to resolve the dispute for at least thirty (30) days after receipt of a complete notice before initiating arbitration.
Applicable limitation periods will be tolled during this required thirty-day period to the extent legally permitted.
Arbitration will be administered by the American Arbitration Association (“AAA”).
For Consumers, the AAA Consumer Arbitration Rules will apply where applicable.
For Business Users, the AAA Commercial Arbitration Rules will apply unless the parties agree otherwise.
If AAA is unavailable or declines to administer the arbitration, the parties will attempt to use JAMS. If no agreed provider is available, either party may ask a court of competent jurisdiction to appoint an arbitrator pursuant to applicable federal law.
The arbitrator may award the same individual relief that a court could award to the individual party, subject to valid limitations contained in these Terms.
Consumer hearings may occur by video conference, telephone, document submission, or at another location permitted by applicable arbitration rules and law.
Business arbitration hearings will occur in Wilson County, Tennessee unless the parties agree otherwise or applicable rules require another location.
Arbitration fees will be allocated according to applicable arbitration rules and governing law.
Either party may:
Nothing in this Agreement waives a right to public injunctive relief that applicable law prohibits a party from waiving.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND ZINIFLY AGREE THAT CLAIMS MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY.
NEITHER PARTY MAY SERVE AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN A CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ARBITRATION.
An arbitrator may not combine claims of different persons without consent of all affected parties.
If a court determines that this class-action waiver is unenforceable as to a particular claim or remedy, that claim or remedy will proceed in court only after all arbitrable individual claims have been resolved, unless governing law requires otherwise.
TO THE EXTENT A DISPUTE IS PERMITTED TO PROCEED IN COURT, YOU AND ZINIFLY KNOWINGLY AND VOLUNTARILY WAIVE THE RIGHT TO A JURY TRIAL TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You may opt out of this Arbitration Agreement within thirty (30) days after first becoming bound by it.
To opt out, send an email to support@zinifly.com with the subject line ARBITRATION OPT-OUT stating:
Opting out of arbitration will not affect the remainder of these Terms.
Zinifly will not apply a material change to this Arbitration Agreement retroactively to a dispute for which Zinifly had actual written notice before the change became effective unless the affected User affirmatively agrees to the change.
These Terms are governed by the laws of the State of Tennessee, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the Arbitration Agreement.
For disputes that are not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts having jurisdiction over Wilson County, Tennessee, except where applicable law prohibits exclusive venue.
Consumers retain nonwaivable rights provided by the laws of their jurisdiction.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CLAIM ACCRUES OR IT WILL BE PERMANENTLY BARRED.
This contractual limitation does not apply where applicable law prohibits shortening the statutory limitations period.
Users may not use the Platform in violation of U.S. export-control, sanctions, anti-boycott, anti-money-laundering, or anti-corruption laws.
Users represent that they are not prohibited persons or entities under applicable sanctions laws.
The Platform may not be used to facilitate payments or Transactions prohibited by law.
Zinifly may block Transactions or suspend accounts where necessary to comply with sanctions or similar restrictions.
Zinifly may change Platform functionality, interfaces, workflows, service providers, or technical architecture.
Zinifly may retire features where reasonably necessary for:
Where a change materially removes a core paid feature during a prepaid subscription term, Zinifly will use commercially reasonable efforts to provide notice or an alternative where practicable.
Zinifly may revise these Terms.
For material changes affecting existing paid Users, Zinifly will provide reasonable advance notice where required by law, such as through email, Platform notice, or another appropriate method.
Nonmaterial changes, corrections, clarifications, or changes required for legal or security reasons may become effective when posted.
A revised effective date will be displayed.
Where applicable law requires affirmative consent to a material change, Zinifly will obtain such consent.
Continued use after legally sufficient notice and the effective date constitutes acceptance where permitted by law.
Changes will not retroactively alter accrued claims except where expressly agreed and legally permitted.
If a Business User voluntarily provides a testimonial, review, case study, success story, or similar promotional statement to Zinifly for promotional use, the Business User grants Zinifly permission to reproduce and display that material.
Zinifly may identify a Business User as a Zinifly customer using its business name and logo in ordinary customer lists unless the Business User requests in writing that Zinifly stop future use.
This provision does not authorize Zinifly to disclose confidential information.
The parties are independent contractors.
Nothing in these Terms creates a partnership, agency, franchise, employment, fiduciary, or joint-venture relationship.
You may not assign these Terms without Zinifly's prior written consent, except in connection with a permitted transfer of substantially all assets of a Business User if Zinifly approves the account transfer.
Zinifly may assign these Terms in connection with a merger, acquisition, reorganization, financing, sale of assets, or transfer of the Platform.
If any provision is found unenforceable, that provision will be enforced to the maximum extent permitted and the remaining provisions will remain effective.
The Arbitration Agreement contains additional severability rules that control disputes concerning arbitration.
Failure to enforce a provision is not a waiver of the right to enforce it later.
These Terms, together with applicable Order Forms, policies, and agreements expressly incorporated by reference, constitute the agreement between Zinifly and the User concerning the subject matter covered.
If documents conflict, the following order applies unless expressly stated otherwise:
A Market Owner's terms govern its relationship with its own Vendors or customers but do not modify Zinifly's obligations unless Zinifly expressly agrees in writing.
You agree that electronic acceptance, records, notices, and communications may satisfy writing requirements to the extent permitted by applicable law.
Section headings are for convenience and do not affect interpretation.
Except for Zinifly affiliates and indemnified parties expressly identified in these Terms, these Terms do not create third-party beneficiary rights.
Provisions that by their nature should survive termination will survive, including provisions concerning accrued payments, ownership, Content licenses, indemnification, disclaimers, limitations of liability, dispute resolution, and legal compliance.
Questions concerning these Terms may be directed to:
Zinifly, Inc.
Wilson County, Tennessee, USA
Email: support@zinifly.com
Telephone: (615) 561-7007
Legal Notice Mailing Address:
210 Old Laguardo Rd. Lebanon, TN 37087
Privacy-related requests may be directed to:
Copyright notices should be submitted pursuant to Zinifly's separately published Copyright/DMCA Policy.
BY AFFIRMATIVELY ACCEPTING THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THEM AND AGREE TO BE LEGALLY BOUND BY THEM.
IF YOU ARE ACCEPTING ON BEHALF OF A BUSINESS OR ORGANIZATION, YOU REPRESENT THAT YOU HAVE AUTHORITY TO BIND THAT BUSINESS OR ORGANIZATION.