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
3. Types of Users
4. Your Obligations
5. Purchases and Product Pricing
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.
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.
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.
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.
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:
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
17. Mobile Devices
18. User Disputes
19. Governing Law
20. Choice of Forum
(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