Zonos Terms of Service
Effective March 30, 2023
These Terms of Service ("Terms”) form a legal agreement between you and iGlobal Exports, LLC dba Zonos and its affiliates (together, “Zonos”) that applies each time you use or access the Zonos website [www.zonos.com], services, APIs, and products (“Zonos Platform”). We know reading legal terms is not the most enjoyable thing to do, so we tried to make this clear and simple. Please read these Terms carefully, and feel free to reach out to us if you have any questions.
Thanks for using the Zonos Platform provided by Zonos, located at 975 S. Tech Ridge Dr, St. George, Utah 84770. With the Zonos Platform, you are allowing Zonos to integrate technology into your business that will help manage, maintain, and enhance your cross-border capabilities.
By agreeing to the Terms, you represent that you are at least the age of majority in your state, province, or territory of residence, and you consent to use of the Zonos Platform by your minor dependents. The provisions and conditions of the Terms constitute the entire agreement between you and Zonos related to the use of the Zonos Platform and supersedes any prior agreements or understandings.
As used in these Terms, “Services” shall mean and refer to the services that Zonos has agreed to provide to you as part of the Zonos Platform. These services may include, but are not limited to, Landed Cost Guarantee, Classify, Checkout, Quoter, Hello and related APIs, and shall further include any other service that Zonos may agree to provide to you from time to time.
2. Acceptance of the Terms.
By using the Zonos Platform in any manner, you are bound by these Terms. If you do not agree to the Terms, then do not use the Zonos Platform. If you are accepting these Terms on behalf of a company, organization, government, or other legal entity, you represent and warrant that
(a) you are authorized to do so,
(b) the entity agrees to be legally bound by the Terms, and
(c) neither you nor the entity are barred from using the Services or accepting the Terms under the laws of the applicable jurisdiction.
3. Changes to the Terms.
We reserve the right to revise and update these Terms from time to time at our sole discretion by posting a revised set of terms, or emailing notice thereof to you. All changes are effective immediately when we post them, and apply to all access to and use of the Zonos Platform. However, any changes to the dispute resolution provisions (see Section 18) will not apply to any disputes for which the parties have actual notice on or before the date the change is posted on the Zonos Platform.
Your continued use of the Zonos Platform following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
These Terms govern your use of the Zonos Platform. Except as otherwise specified, these Terms do not apply to Third-Party Services, which are governed by their own terms.
5. Acceptable Use and Prohibited Activities.
a. Lawful Purposes Only. You may not use the Zonos Platform or allow any third party to use the Zonos Platform for any purpose that is determined by us, at our discretion, to be unlawful, invasive, infringing, obscene, offensive, defamatory or fraudulent, or to engage in, promote, or encourage illegal activity.
b. Violations of Third-Party Rights. You shall not use any materials, content, data, or other information for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
c. Misrepresentation of Transmission Information. Forging, misrepresenting, omitting, or deleting message headers, return mailing information, and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited.
d. Viruses and Other Destructive Activities. You will not use the Zonos Platform or allow any third party to use the Zonos Platform for creating or sending internet viruses, worms or trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature, or for pinging, flooding or mail bombing, or engaging in denial of service attacks. You will not engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Zonos Platform (or any connected network, system, service or equipment), or conduct their business over the Internet.
e. Hacking. Hacking and related activities are prohibited. “Hacking” includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.
f. Spam. You will not use the Zonos Platform or allow any third party to use the Zonos Platform to generate, distribute, publish, or facilitate unsolicited mass email, promotions, advertisements, or other solicitations (“spam”).
g. Other Prohibited Activities. Engaging in any activity that, in our discretion, actually or potentially disrupts, interferes with, competes with, or is harmful to the Zonos Platform, our business, reputation, goodwill, customers and/or customer relations, or the ability of our customers to effectively use the Zonos Platform, is prohibited. Your failure to cooperate with us in correcting or preventing violations of the Terms, or that result from the activity of your users, constitutes a violation of the Terms by you.
6. Account Registration, Access, and Security.
b. Access and Security. You are responsible for maintaining the security of your account and for all the Services ordered, accessed, or otherwise used in connection with your account and all actions taken in association therewith. In addition, we reserve the right to withdraw or amend our website, at our sole discretion, and we may restrict access to some parts of the website or platform.
a. Fees. Our fees are due in the amount and at the billing date cycle identified on the Zonos Platform or applicable order for the Services. Fees are payable in U.S. Dollars, unless otherwise specified. If you are purchasing the Services with a payment card, we will automatically charge your payment card based on your billing date until you validly cancel the Services. Please note that you are required to have a valid payment on file before implementing our software by providing us with your credit card or ACH information. If you choose to pay by credit card, a processing fee will apply. We must receive your initial payment prior to your site going live.
b. Non-Refundable. Our fees are based on the Services purchased, regardless of actual usage and are non-refundable. We do not provide refunds or credits for any partial days, months, or years and do not provide refunds to customers, whether or not a customer has used the Services or products.
c. Taxes. All fees are exclusive of all applicable governmental fees, charges, or taxes, including, without limitation, all sales, goods, services, value-added, harmonized, or other taxes. You will be responsible for the payment of all taxes applicable to your use of the Services.
d. Checkout. When using Checkout, your transaction fees will be automatically deducted from the initial amount owed to you.
e. Using Third-Party Payment Processor. If you are using a third-party payment processor, then the following will occur. On the first day of each month, we will process a statement for all fees from the previous month based on revenue. Invoices are created and sent on the 5th of each month for all previous month’s transactions. Invoice fees are automatically collected using either your credit card or ACH information on file.
f. Subscriptions. Your subscription fees are billed using the credit card or ACH information you provided us upon registering your account. Your subscription will automatically renew at the end of the appropriate time period unless you provide us with notice of non-renewal at least 30 days before your next billing date.
g. Unpaid Balances. If fees are not paid by the due dates, interest will accrue on such outstanding balances at a rate of 1.5% per month, or the maximum legal rate allowed by law, whichever is less. We may suspend your access to the Services or products during any period in which payment of fees is overdue. A suspension will not terminate the Terms or relieve you of any obligations or liabilities. You will reimburse us for any costs of collection. If you are materially delinquent in payments or express no intention to make further or timely payments, then upon our written notice, all fees remaining unpaid and due for the remainder of the then current term will become accelerated, due and payable immediately.
h. Disputed Charges/Billing Inquiries. It is your obligation to review all billing invoices for accuracy. You have 30 days from the date of an invoice to notify us, in writing, that you dispute the charges. Failure to do so in the specified time will constitute your agreement that all charges are valid, and you waive any claims you may have had regarding such charges.
i. Pricing Changes. We reserve the right to change or modify our fees, and these Billing terms, at any time. Any changes will be posted on the Zonos Platform and/or communicated to you via your email address on file with Zonos. We will provide at least 30 days’ notice prior to making any pricing modifications effective.
j. Rounding. Amounts stated on billing invoices will be rounded to two decimal places.
k. Termination. Upon termination of the Terms or cancellation of your Services and/or products, you will immediately stop using the Zonos Platform and Services, and permanently delete any cached or stored content.
8. API Terms.
a. Use. You will use the Zonos APIs solely in connection with the Zonos Platform and in compliance with the Terms and all applicable laws.
b. Monitoring. In addition to all terms provided in Section 13 (Monitoring and Enforcement) of these Terms, we may monitor your use of any APIs to improve the quality of the Zonos Platform, and to verify your compliance with the Terms. This monitoring may include accessing and using your API client to, among other things, identify security issues that could affect us, our customers, or our licensors. You will not interfere with this monitoring. We may use any technical means to overcome such interference. Your access to the content provided through any API may be restricted, limited, or filtered in accordance with applicable laws.
c. Volume Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of the Zonos API, or otherwise use any API in a manner that exceeds reasonable request volumes, constitutes excessive or abusive usage, or fails to comply, or is inconsistent with, any part of these API Terms or our Terms.
d. User Information. You will use commercially reasonable efforts to protect all information collected from users through your API client from unauthorized access, use, or disclosure. All personal data collected from users through your API client should be stored and served using strong encryption. You must delete all personal data you have collected from users through your API client
(i) upon request from a user, or
(ii) when a user deauthorizes your application or closes its account with you.
e. Security. The network, operating system, and software of your web servers, databases, and computer systems, as well as your API client, must be properly configured to securely operate your application and store data. You must not architect or select your systems in a manner to avoid your security obligations.
f. Security Breach. In the event of a security breach involving unauthorized access, use, disclosure, or destruction of user’s personal data, you will immediately disconnect any intrusions or intruder and promptly notify us of the breach. You will work with us to promptly remedy any security breach, and in the event any security breach involves the Zonos API or customer data, you will make no public statement regarding such breach without our prior written consent, unless such public statement is required by law.
g. General Prohibitions. You will not, and will not allow others acting on your behalf to:
i. Share the APIs with any third party or create an API client that functions substantially the same as the APIs and offer it for use by any third party.
ii. Use the APIs to introduce any virus, worm, defect, trojan horse, malware, or any items of a destructive or harmful nature.
iii. Use the APIs to defame, abuse, harass, stalk, or threaten others.
iv. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
v. Reverse engineer or attempt to extract the source code from any API or any related Software, except to the extent that this restriction is expressly prohibited by applicable law.
vi. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage.
vii. Use the API to obtain or transmit personal data from users, or expose such personal data to us or any third party, without explicit opt-in consent from users.
9. Zonos Checkout.
a. Guidelines and Responsibility. You are solely responsible for:
i. Any costs associated with a consumer’s refusal of the shipped products or any dispute resolution with the consumer arising from payment of duty, tax, shipping fees, or order fulfillment costs.
ii. Terms and conditions provided by you that makes any fees related to returned or refused orders the responsibility of the consumer. We shall not enforce such terms, refund or return policies on your behalf.
iii. The refund of fees and foreign exchange risks resulting from orders cancelled by the consumer due to non-shipment by the supplier or failure of the supplier to ship in a timely fashion.
iv. Any refunds to the consumer that are unilaterally approved by the supplier or any refund in violation of this refund policy.
v. Any refund initiated by you for any reason, via the Zonos API or the Zonos Platform, shall be subject to refund fees in addition to payment processing fees.
b. Zonos Fraud Coverage. Our Fraud Coverage protects you in the event of an "unauthorized" chargeback. Fraud Coverage does not shift liability in the event of a non-fraudulent chargeback (e.g. lost in transit, damaged/defective, friendly fraud, etc.); however, we will submit evidence to dispute these claims on your behalf. You will be debited upon receipt of a non-fraudulent chargeback; conversely, you will be credited in the event of a chargeback reversal. Chargeback fees are not credited back in the event of a "non-fraudulent" reversal. Chargeback fees are charged on non-fraudulent chargebacks only. Our chargeback fee is twenty-five dollars ($25.00). We reserve the right to block any risky payments, or request a cancellation, at our discretion, after manual review of a completed order.
10. Landed Cost Guarantee.
a. Guidelines and Responsibility. The following terms apply to you only if you opt to use the Zonos Landed Cost Guarantee service that allows Zonos to ensure landed cost accuracy and reconciliation with international orders on your behalf. Notwithstanding your enrollment in the Zonos Landed Cost Guarantee, you are solely responsible for and waive any claim against Zonos for any of the following:
i. Any billing of duties and taxes to the respective Zonos account number when processing shipments outside of the Zonos Platform.
ii. Any liability for fees that you do not directly bill to the Zonos account number.
iii. Any additional clearance fees billed to Zonos due to your failure to supply and provide appropriate documentation with your international shipment.
iv. The accuracy of the HS codes supplied, as Zonos shall not be held liable for any additional fees or expenses that result from inaccurate HS codes or an audit.
v. The verification of the commodities and documentation that you supply for a shipment, ensuring such information matches the information originally supplied for the landed cost quote. Zonos will not be held liable for any costs incurred for commodities that were not included in the landed cost quote.
vi. Any additional duty and tax amount charged due to customs deeming the value of goods to be higher than the value placed on the commercial invoice.
vii. Any unauthorized charges to the Zonos account. A handling fee may be charged by Zonos in connection with any unauthorized charges.
viii. Any charges related to transactions that are not covered by the Zonos Landed Cost Guarantee service. A handling fee may be charged by Zonos in connection with any such uncovered transaction.
ix. Any unintentional amounts you are charged resulting from your failure to provide Zonos with the tracking number for a shipment.
x. Any indirect taxes or other amounts owed by you in connection with sales of goods made before your enrollment in Zonos Landed Cost Guarantee.
b. Zonos’ fee for providing Landed Cost Guarantee on an order is charged at the time of the request. Amounts owed for duties, taxes, and fees on an order are charged when the order is shipped and the tracking number submitted. Failure to timely pay Zonos’ fee or any of the other amounts due in connection with a Landed Cost Guarantee order will result in the suspension of your access to the Zonos Platform.
c. You acknowledge and agree that Zonos has the right to retain any additional funds from any excess landed cost amount collected by Zonos that exceeds the amount due, which amounts, if any, shall be deemed fully earned and payable to Zonos.
d. You acknowledge and agree that Zonos Landed Cost Guarantee calculations may be based on a foreign exchange forward premium.
e. Zonos’ guarantee of landed cost amounts is valid for 90 days from the date on which the Landed Cost Guarantee fee is charged.
11. Zonos Classify.
The following terms apply to you if you opt to use the Zonos Classify service. Zonos Classify allows Zonos to propose classifications of your products using HTS codes (of the Harmonized Tariff Code System). While Zonos takes reasonable commercial efforts in proposing the classifications, such classifications are provided to you for informational purposes and Zonos makes no representation as to the accuracy, reliability or completeness of any proposed HTS code(s). Accordingly, you are solely responsible to ensure the accuracy of any HTS code(s) prior to any reliance on the codes proposed by Zonos Classify. While Zonos Classify can be used as a tool to determine the applicable HTS codes for a shipment, it is ultimately the responsibility of the importer of record, not Zonos, to determine the applicable HTS codes and provide them to the customs authorities.
12. Third-Party Vendors and Services.
The Zonos Platform is integrated with or may otherwise interact with third-party vendors, applications, and services (“Third-Party Services”) to provide the required hardware, software, networking, storage, and related technology to operate and maintain the Zonos Platform. Your receipt or use of any Third-Party Services is subject to a separate agreement between you and the third-party provider.
You understand and agree that Zonos does not endorse and is not responsible or liable for the behavior, features, or content of any third-party provider or for any transaction you may enter into with the provider of any such Third-Party Services. We are not responsible for any access to or use of your data by Third-Party Services, or for the security or privacy practices of any Third-Party Services. You are solely responsible for your decision to permit any third-party provider to use your data. It is your responsibility to carefully review the agreement between you and the third-party provider, as provided by the applicable third-party provider.
13. Monitoring and Enforcement; Termination.
We have the right to:
a. Remove or refuse to post any content on any of our interactive features on our website or Zonos Platform that allows users to post, submit, publish, display, or transmit to other users or other person or other materials (“User Contributions”) for any or no reason at our sole discretion.
b. Take any action with respect to any User Contribution that we deem necessary or appropriate at our sole discretion, including if we believe that such User Contribution violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the website, Zonos Platform or the public, or could create liability for us.
c. Disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
d. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the website or Zonos Platform.
e. Provide thirty (30) days written notice of your misuse of the website or Zonos Platform that is a violation of these Terms. During the 30-day period, you may remedy the breach. If you choose not to or are unable to remedy your breach, Zonos may terminate or suspend your access to all or part of the website or Zonos Platform at the expiration of thirty (30) days.
f. Immediately terminate or suspend your access to all or part of the website or Zonos Platform for illegal or material misuse of the Zonos website or Platform or violation of these Terms.
You may terminate your agreement to these Terms at any time by ceasing to use the Zonos Platform or Services. Your subscription to the Zonos Platform and any Services will not be affected by any such termination.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Website. YOU WAIVE AND HOLD HARMLESS US AND OUR AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US OR ANY OF THE FOREGOING PARTIES IN CONNECTION WITH SUCH MATTERS.
However, we cannot/do not undertake to review all material before it is posted on the website or Zonos Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
14. Intellectual Property.
a. Zonos IP. You acknowledge that, as between you and Zonos, we own all right, title, and interest, including all intellectual property rights, in and to our trademarks, trade secrets, data, concepts, ideas, copyright, service marks, APIs, software, or other intellectual property (“Zonos IP”) and, with respect to Third-Party Services, the applicable third-party providers own all right, title, and interest, including all intellectual property rights, in and to the Third-Party Services.
b. Customer Data. We acknowledge that, as between you and Zonos, you own all right, title, and interest, including all intellectual property rights, in and to your data. You hereby grant to us a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display your data and perform all acts with respect to your data as may be necessary for us to provide the Services to you. You represent and warrant that, for all such content you provide, you own or otherwise control all necessary rights to do so and to meet your obligations under these Terms. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by us, our users, or others in contract with us, and in compliance with these Terms, does not and will not infringe any IP Rights of any third party. We take no responsibility and assume no liability for any content provided by you.
c. Feedback. If you or any of your employees or contractors sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the Zonos IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), we are free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. You hereby assign to us on your behalf, and on behalf of your employees, contractors and/or agents, all right, title, and interest in, and is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.
a. Indemnification by Zonos. Zonos will defend, indemnify and hold harmless you, your affiliates, licensors, and service providers, and your and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to a claim by a third party alleging that the Zonos Platform or any Service infringes any intellectual property right of such third party. The foregoing indemnification obligation of Zonos will not apply to the extent the claim against you is attributable to any use of the Zonos Platform or Service that is not in accordance with these Terms. This Section 15 sets forth your sole remedy against Zonos with respect to any claim of intellectual property infringement.
b. Indemnification by You. You will defend, indemnify and hold harmless Zonos, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms or your use of the Zonos Platform or Services, including, but not limited to, your User Contributions, any use of the website’s content, services and products other than as expressly authorized in these Terms, or your use of any information obtained from the website or Zonos Platform.
16. Warranty Disclaimer.
a. We warrant that the Zonos Platform and the Services will conform in all material respects to the service levels when accessed and used in accordance with our policies and their intended use. We do not make any representations or guarantees regarding uptime or availability of the Zonos Platform or the Services unless specifically identified in writing.
b. Although Zonos has made reasonable efforts to ensure that outputs and data provided through the Services are materially correct, accurate and reliable, Zonos makes no warranty as to such correctness, accuracy, or reliability, it being agreed and understood that such information and/or data is being provided on an “as is” and “as available” basis. Thus, in the event of error or omission, Zonos shall not be liable to you in any way, and you hereby release Zonos from any and all liability with respect to such information and data even if you contend that Zonos knew or should have known of the existence of any such inaccuracy.
c. You are solely and entirely responsible for the results of your use of the Zonos Platform and the Services. Zonos shall have no responsibility for the accuracy of the information provided by or to you through the Zonos Platform or the Services.
d. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 16(a), ZONOS MAKES NO WARRANTY OF ANY KIND THAT THE ZONOS IP, ANY PRODUCTS, ANY SERVICES, OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
e. You understand that we cannot and do not guarantee or warrant that any files available for downloading from the internet or the website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.
YOUR USE OF THE ZONOS PLATFORM, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ZONOS PLATFORM IS AT YOUR OWN RISK. THE ZONOS PLATFORM, CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE ZONOS PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER WE NOR ANY PERSON ASSOCIATED WITH US MAKE ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE ZONOS PLATFORM OR THE SERVICES.
TO THE FULLEST EXTENT PROVIDED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
17. Limitation on Liability.
IN NO EVENT WILL WE BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER PROVIDER WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL THE AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO US UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
18. Arbitration; Dispute Resolution; Class Action Waiver.
a. Arbitration. Any disputes arising from these Terms or use of the Zonos Platform or Services, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination (“Disputes”), shall be submitted to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Utah law. THEREFORE, YOU AGREE THAT ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THESE TERMS.
For all Disputes, both parties must first give the other party an opportunity to resolve the Dispute by providing a written notification including a written description of the Dispute and a description of the specific relief you seek. If the Dispute is not resolved within 60 days after written notification, the party giving notice may take the Dispute to arbitration.
b. Class Action Waiver. You and Zonos waive any right to assert any claim against one another by means of any class action or representative action, whether as a class representative or as a member of a class. If, notwithstanding the foregoing waiver, a court or law permits a party to this Agreement to participate in a class or representative action, then the prevailing party will not be entitled to recover attorneys’ fees or costs associated with pursuing the class or representative action, and the party who initiates or participates as a member of the class will not submit a claim or otherwise participate in any recovery secured through the class or representative action.
c. Limitation of Procedural Rights. You understand and agree that you and Zonos are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this agreement, you and Zonos might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). You give up those rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law.
d. Severability. If any clause within this Section 18 (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this agreement, and the remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire agreement will be unenforceable, and the dispute will be decided by a court.
e. Continuation. This agreement will survive the termination of your contract with us and your use of our Services or products.
Governing Law; Jurisdiction. The law that will govern the validity and construction of these Terms and apply in any dispute or lawsuit arising out of or relating to these Terms will be the laws of the State of Utah, USA. You hereby consent to and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, the jurisdiction and venue of the federal and state courts located in Washington County, Utah (USA). The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
b. Severability. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable.
c. Waiver. No waiver of any provision of these Terms, nor consent by Zonos to the breach of or departure from any provision of these Terms, will in any event be binding on or effective against Zonos, unless it be in writing and signed by a duly authorized representative of Zonos, and then such waiver will be effective only in the specific instance and for the specific purpose for which it is given.
d. Section Headings. The section headings and titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will be interpreted without application of any strict construction in favor of or against you or Zonos.
e. Independent Contractors. No agency, partnership, joint venture, or employment relationship is created by these Terms or your use of our Services or products, and you do not have any authority of any kind to bind Zonos in any respect whatsoever.
f. Force Majeure. Neither party will have any liability to the other for any failure to perform any obligation under these Terms in the event that such non-performance arises as a result of the occurrence of an event beyond its reasonable control, including, without limitation, an act of war or terrorism, natural disaster, failure of electricity supply, riot, civil disorder, civil commotion, or other force majeure event.
Thank you for reading, and congratulations on making it to the end of these Terms!
We hope you enjoy using the Zonos Platform and our Services.
Please reach out to us if you have any comments or questions about our company and Terms of Service.
iGlobal Exports, LLC dba Zonos
975 S Tech Ridge Dr
St. George, UT 84770