ZYIA TERMS OF USE

1. Acceptance of Terms of Use

This website is owned and operated by Zyia Active, LLC, and its affiliates, subsidiaries, and related companies (collectively, “Zyia,” “us,” “our,” or “we”). These Terms of Use (“Terms of Use”) set forth the terms and conditions under which you are authorized to use our sites (which includes any website on which these Terms of Use are posted, and other sites accessible via subdomains and replicated sites, and mobile versions of any of these sites) (collectively “Sites”) and any other digital services offered by Zyia on which these Terms of Use are posted (collectively the “Digital Services”).

By accessing or using any of our Digital Services, you become a User (defined below in Section 3) and agree to these Terms of Use. To the extent additional rules or guidelines affect your use of these Digital Services, those rules and guidelines (including our Privacy Policy) are hereby incorporated by reference into these Terms of Use. If you do not agree to these Terms of Use, you should immediately cease all usage of our Digital Services.

If you are a Zyia Independent Representative, your use of our Digital Services are also subject to the Zyia Independent Representative Terms and Conditions, and the Zyia Active Policies and Procedures.

2. Description of Service

Our Digital Services provide information about Zyia and products and services owned by us, and allow users to request further information, learn about employment opportunities, and more (collectively the “Services”). To the extent new services, content or features are added to our Digital Services in the future, your use thereof is subject to these Terms of Use.

3. Types of Users

Any person accessing, browsing, or otherwise using the Digital Services shall be deemed a “User” under this Agreement. By accessing this Site and becoming a User, you certify that you are 18 years of age or older. If you are under the age of 18 but are at least 13 years old, you may use this Site only under the supervision of a parent or legal guardian who has agreed to be bound by these Terms of Use.

4. Your Obligations

As a User of these Digital Services, you agree to: (i) provide true, accurate, and current and complete information about yourself or your organization as prompted by the Site (the “Registration Information”); and (ii) maintain and update the Registration Information to keep it true, accurate, current and complete. We reserve the right to suspend or terminate your use of our Digital Services if we discover, or if we have a reasonable basis to believe, that any of the data you have provided is inaccurate, incomplete or untrue, or if you violate these Terms of Use. If you register on any of our Digital Services, you may not share your log-in details (e.g., username and password) with any other person or authorize any other person to log-in with your account. You are responsible for maintaining the confidentiality of your log-in details and you are fully responsible for all activities that occur under your account. You agree to notify us immediately of any known or suspected unauthorized use of your account or any other suspected breach of security. We cannot and will not be liable for any loss or damage arising from your failure to protect the confidentiality of your log-in data.

5. Purchases and Product Pricing

(a) Product Purchases and Pricing. All billing and other information submitted through the Digital Services must be truthful and accurate. Providing any untruthful or inaccurate information is a breach of these Terms of Use, and, if you are a Zyia Independent Representative, may also be a breach of the Zyia Independent Representative Agreement. By completing the checkout process you agree to accept and to pay for the product(s) or service(s) requested. You represent and warrant that you have the legal right to use any credit card or other payment means used to complete any transaction.

In the event a product is listed at an incorrect price or with incorrect information due to typographical error or error in pricing or product information, Zyia shall have the right to refuse or cancel any orders placed for product listed at the incorrect price, whether or not the order has been confirmed and the User’s credit card charged. Zyia reserves the right in its sole discretion to refuse or cancel any order for any reason.

Zyia attempts to be accurate in all product descriptions. Nevertheless, Zyia does not warrant that any product description or other content on the Site is accurate, complete, reliable, current, or error free. If you find a product is not as described your sole remedy is to return it pursuant to Zyia’s return policy.

Zyia reserves the right, with or without prior notice, (a) to impose conditions on the honoring of any coupon, coupon code, promotional code or other promotion, (b) change a product description, (c) limit the availability or any product or service, (d) refuse to provide any User or customer with any services.

(b) Promotions. Please note that any contest or promotion offered through the Digital Services may be governed by a separate set of terms and conditions. If you decide to participate in such contests or promotions it will be your responsibility to familiarize yourself with any relevant terms and conditions, and by your participation you agree to comply with any such terms and conditions which shall be binding and final in all respects.

(c) Refunds. The primary purpose of Zyia and Zyia Independent Representatives is to sell high-quality products to customers. If you desire to return a Zyia product, then please contact us at support.zyiaactive.com.

(d) Any claim or cause of action with respect to these Digital Services must be commenced within one year after the claim arises. Price and availability of any Zyia Product or Service may be changed at any time without notice.

6. Privacy

Our Privacy Policy describes the information we collect when you and others use our Digital Services, as well as how we use the information, and some of the steps we take to protect your privacy. Our Privacy Policy is part of these Terms of Use. By agreeing to these Terms of Use, you are also consenting to our use of your personal information in accordance with our Privacy Policy.

Our Digital Services may provide access to our online areas where you may purchase our products or services. Certain areas of the Digital Services and some payment processing functions, may be operated on our behalf by third parties, and may be subject to the Terms of Use and/or Privacy Policies of those parties.

7. Use of the Sites; Modifications

You understand that Zyia does not guarantee or warrant that files available for downloading from the Digital Services will be free of infection or viruses, worms, Trojan horses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Digital Services for the reconstruction of any lost data.

We reserve the right to modify or discontinue all or any portion of our Digital Services with or without notice to you. We will not be liable if we choose to exercise this right. You acknowledge and accept that we do not guarantee continuous, uninterrupted or secure access to our Digital Services, or that operation of our Digital Services will be uninterrupted or error free. You understand that usage of our Digital Services may be interfered with or adversely affected by numerous factors or circumstances outside of our control.

8. Independent Representatives, Third-Party Sites and Services

Zyia Independent Representatives (“Independent Representatives”) are third party independent contractors of Zyia and Zyia is not responsible or liable for the statements, acts or omissions of such Independent Representatives, whether in connection with our Digital Services or in any other context. Zyia has no control over, and is not responsible or liable for any information, in any medium, provided to you by an Independent Representative. Zyia does not confirm the accuracy or reliability of any materials created or distributed by Independent Representatives in any medium, including, but not limited to, the Internet.

Our Digital Services may include content or services provided by, or links to other sites on the Internet that are owned and operated by third parties. We are not responsible for the availability of, or any content located on or through, any third-party site, or any services provided by third parties. You acknowledge that any reliance on representations and warranties provided by any party other than Zyia will be at your own risk. You expressly agree to hold us harmless for any claims of damage arising from any content, product or service provided by any third party. Your use of those third-party sites and services is subject to the terms of use and privacy policies posted on each site or service, and we encourage you to review those terms of use and privacy policies.

9. Disclaimer of Warranties and Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ZYIA, ITS RELATED ENTITIES, ITS SERVICE PROVIDERS, ITS LICENSORS, AND ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS (COLLECTIVELY, “ZYIA PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, RELATED TO OUR DIGITAL SERVICES. YOU UNDERSTAND AND AGREE THAT YOUR USE OF OUR DIGITAL SERVICES IS AT YOUR SOLE RISK. OUR SITES AND ALL CONTENT, PRODUCTS AND SERVICES OFFERED THROUGH THE DIGITAL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZYIA PARTIES ARE NOT RESPONSIBLE FOR THE TIMELINESS OF DELIVERY OF CONTENT, ANY FAILURES OF DELIVERY, ERRONEOUS DELETION OR FAILURE TO STORE ANY OF YOUR PERSONAL SETTINGS OR COMMUNICATIONS, OR ANY LOSS OR DAMAGE OF ANY KIND YOU CLAIM WAS INCURRED AS A RESULT OF THE USE OF OUR DIGITAL SERVICES. UNDER NO CIRCUMSTANCES, WILL ANY OF ZYIA PARTIES BE LIABLE TO YOU OR TO ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR ANY LOSS, INJURY, LIABILITY OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO, USE OF, INABILITY TO USE, OR RELIANCE ON ANY OF OUR SITES OR ANY CONTENT, PRODUCT OR SERVICE PROVIDED TO YOU THROUGH OR IN CONNECTION WITH ANY OF OUR DIGITAL SERVICES. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL LOSSES AND DAMAGES OF ANY KIND WHATSOEVER, WHETHER DIRECT OR INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, LOSS OF DATA, GOODWILL, REVENUE OR PROFITS. THIS LIMITATION OF LIABILITY APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER BASIS; EVEN IF ANY ZYIA PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES; AND WITHOUT REGARD TO THE SUCCESS OR EFFECTIVENESS OF OTHER REMEDIES. IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, ILLEGAL OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF ZYIA PARTIES UNDER SUCH CIRCUMSTANCES TO YOU OR ANY PERSON OR ENTITY CLAIMING THROUGH YOU FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

10. Indemnification

You agree to indemnify and hold Zyia Parties harmless from any claim or demand, including reasonable attorney’s fees and costs, made by any third party due to or arising out of your posting of any content on a Digital Service, or other use of a Digital Services in a manner not permitted by these Terms of Use, including without limitation your actual or alleged violation of these Terms of Use, or infringement of a third party’s intellectual property or other rights by you or another user of our Digital Services using your computer, mobile device or account.

11. User Feedback

All communications, feedback, questions, comments, suggestions, proposed features, and the like (collectively “Feedback”) will be considered non-confidential and non-proprietary with regard to you, but we reserve the right to treat any such Feedback as the confidential information of Zyia. By submitting Feedback to us, you assign to us, free of charge, a perpetual, irrevocable, worldwide license to create derivative works, distribute, reproduce, perform, display, and otherwise use, any intellectual property rights or proprietary information and ideas contained within any such Feedback, including without limitation the right to sublicense or assign any of the foregoing. We will be entitled to use any Feedback you submit to us, and any ideas, concepts, know-how or techniques contained in any such Feedback, for any purpose whatsoever, including but not limited to developing and marketing products and services using such Feedback without restriction and without notifying or compensating you in any way. Please do not send us any information or materials for which you do not wish to grant us such rights, including, without limitation, any confidential information or any original creative materials such as product ideas, written materials, photographs, original artwork, or computer code. You are responsible for the information and other content contained in any Feedback you submit to us, including, without limitation, their truthfulness and accuracy.

12. User-Submitted Content and User Content

Any content, whether uploaded, posted, submitted, or otherwise made available to us or on our Digital Services, including without limitation comments to blog posts or support portals, user content from social media, or any other content which does not originate with a Zyia Party (“User Content”), is the sole responsibility of the person who made such User Content available. Under no circumstances will any Zyia Party be liable in any way for any User Content made available through any of our Digital Services. We may not moderate all comments to our blogs or support portals or User Content on certain other areas of our Digital Services, so we cannot and do not warrant and/or guarantee the truthfulness, integrity, suitability, or quality of any publicly available User Content.

You agree that you will not use any of our Digital Services to transmit or make available any content that:

violates any laws, contains any threats, is abusive, harassing, vulgar, obscene, indecent, violates any person’s rights of privacy or publicity, is defamatory, libelous, hateful, contains any disparaging statements or opinions regarding racial, gender or ethnic background, or is otherwise tortious or objectionable;
infringes any intellectual property rights or other rights of any party, including, but not limited to any patent, trademark, trade secret, copyright or other proprietary rights;
contains any private information about an identifiable person without that person’s permission, or any content soliciting any personal or private information from any individual;
you know or have reason to know is false, misleading, or fraudulent;
you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information or proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
employs any techniques to disguise the origin of the content submitted;
contains any unsolicited or unauthorized advertising, promotional materials, or material which can be characterized as “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “Ponzi schemes” or similar material, or any information posted primarily for advertising, promotional, or other commercial purposes, including without limitation any request for or solicitation of money, goods, or services for private gain;
incorporates within it any software viruses or any other computer code, files or programs whose purpose or function is to interrupt, destroy or otherwise impair the operability of any software or hardware or telecommunications equipment; or
contains links to any websites containing content violating any of the foregoing requirements, or links to any websites for purposes of disrupting the operations of such website, harassing the owners of such website, or other objectionable or illegal purposes.

You further agree not to use our Digital Services to:

engage in any conduct which might be harmful to any individual;
impersonate or misrepresent your affiliation with any person or entity;
engage in or facilitate any conduct that is deemed, or found by any court or similar agency, to constitute “stalking” or otherwise harassing conduct aimed at another person or entity; or
engage in or transmit any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national, or international law or regulation.

In addition, you are prohibited from interfering with, creating an excessive burden on, or otherwise disrupting our Digital Services, servers or networks connected thereto. We reserve the right (but have no obligation) in our sole discretion to pre-screen, edit, refuse, move or remove any User Content that is posted on our Digital Services or prohibit your access to our Digital Services in the event of a violation of these Terms of Use.

13. Ownership of User Content

If any User Content is your original work, then you own the copyright in that work. We do not claim any copyrights in original works created and/or posted by individual visitors to our Digital Services. However, by uploading, posting, transmitting or otherwise making any User Content available on or through our Digital Services or social media, you are granting us, and our related entities, an irrevocable, nonexclusive, royalty-free license to copy, modify, publish, distribute publicly, and prepare derivative works of such User Content in any medium or format without any obligation of notice, attribution or compensation to you.

14. Copyright and Trademark Information

All content, copyrights and other intellectual property rights in the content available on our Digital Services, including without limitation Digital Services design, text, graphics, interfaces, and the selection and arrangements thereof, are owned by Zyia, with all rights reserved, or in some cases may be licensed to Zyia by third parties. This content is protected by the intellectual property rights of Zyia or those owners. All content which qualifies for protection under Federal Copyright Law under the laws of the United States is subject to the exclusive jurisdiction of the Federal Court System, whether registered or unregistered. All trademarks displayed on the Digital Services are the trademarks of their respective owners, and constitute neither an endorsement nor a recommendation of such parties. In addition, such use of trademarks or links to the web sites of third parties is not intended to imply, directly or indirectly, that those third parties endorse or have any affiliation with Zyia.

15. Notification of Claimed Copyright Infringement

In the event that you find Content posted on one of our Sites which you believe is an infringement of the copyright ownership or other intellectual property rights of you or any third party, please immediately contact our Copyright Agent as described below. To report any alleged infringement, you may contact us in writing by providing a signed statement containing the following information:

Please send your notice of your alleged infringement to us:

By mail:
Zyia Active, LLC
Attn: VP of Technology
294 W Life Science Way
Draper, UT 84020

By website: support.zyiaactive.com

In accordance with the Digital Millennium Copyright Act (“DMCA”), it is the policy of Zyia to terminate use of our Sites by repeat infringers in appropriate circumstances.

16. Content Complaints

If you believe that any content on our Digital Services violates these Terms of Use or is otherwise inappropriate, please report the content by completing the Contact Us form on the applicable Digital Service, or send an email to compliance@zyiaactive.com.

17. Mobile Devices

Separate versions of our Services or our Digital Services may be available for use on mobile devices, and may be available in mobile apps. If you access our Digital Services or Services on mobile devices or in mobile apps, you understand that your mobile carrier’s standard charges will apply. Mobile apps may be subject to their own Terms of Use depending on the platform on which they are available.

18. User Disputes

You are solely responsible for any User Content you may post to our Digital Services and any disputes you may encounter with other users of our Digital Services as a result of such contributions or otherwise. We have no obligation to become involved in, or to resolve, any disputes between users of our Digital Services. However, we reserve the right to take any actions we deem appropriate with regard to such disputes.

19. Governing Law

These Terms of Use and access to the Digital Services shall be governed by and construed in accordance with the law of the state of Utah, exclusive of its choice of law rules and matters affecting copyrights, trademarks and patents under U.S. federal law.

20. Choice of Forum

(a) Zyia Independent Representatives. If you are a Zyia Independent Representative, then any dispute arising out of or relating to the use of the Digital Services or purchases of products or services made through the Digital Services.

(b) Other Users. You hereby irrevocably and unconditionally consent to submit to the exclusive jurisdiction of the courts of the state of Utah and of the United States of America located in Utah for any litigation arising out of or relating to use of the Digital Services or purchases of products or services made through the Digital Services (and agree not to commence any litigation relating thereto except in such courts). You hereby irrevocably and unconditionally waive any objection to the laying of venue of any such litigation in the courts of the state of Utah and agree not to plead or claim in any court in the state of Utah that such litigation brought therein has been brought in an inconvenient forum.

21. Compliance with Laws

You assume all knowledge of applicable law and you are responsible for compliance with any such laws. You may not use the Digital Services in any way that violates applicable state, federal, or international laws, regulations or other government requirements.

22. Entire Agreement; Changes to these Terms

These Terms of Use shall apply in addition to, and shall not be superseded by, any other written agreement between us in relation to your participation as a contributor to our Digital Services. You agree and understand that these Terms of Use together with any other applicable click-through agreements you may have entered into regarding posting User Content to a Digital Services, constitutes the entire agreement between you and Zyia regarding your use of the Digital Services, and that any other prior agreements between you and Zyia are superseded by these Terms of Use. We reserve the right, at any time, to modify, alter, or update these Terms of Use without prior notice. You are encouraged to check this page regularly for changes to the Terms of Use. Modifications will become effective immediately upon being posted to our Digital Services, without further notice to you. Your continued use of any of our Digital Services after such modifications are posted constitutes an acknowledgement and acceptance of such modifications, and you may not amend these Terms of Use.

23. Severability

If any provision of these Terms of Use is determined by a court of law to be unlawful, void or unenforceable for any reason, the other provisions (and any partially-enforceable provision) shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent, and the invalid provision will be modified as necessary to make it valid and enforceable while as closely as possible reflecting the original intentions of Zyia.

24. Assignment

You may not assign your rights or delegate your responsibilities hereunder without the express written permission of Zyia, except pursuant to the sale of your business, or all or substantially all of its assets. You agree that these Terms of Use and any other agreements referenced herein may be assigned by us, in our sole discretion, to a third party in the event of a merger or acquisition or otherwise.

25. No Waiver

Any failure by Zyia to exercise its rights under these Terms of Use or to enforce the terms hereof will not constitute a waiver of those rights.

26. Contact Us

If you have any questions about these Terms of Use, please feel free to contact us as follows:
By mail:

Zyia Active, LLC
Attn: VP of Technology
294 W Life Science Way
Draper, UT 84020

By website: support.zyiaactive.com
By telephone: 435-383-5263
Effective Date of these Terms of Use: September 3, 2021