Terms of Use

Thank you for using Zingit Solutions’, Inc. (“Zingit”, “us”, or “we”) text messaging, review generation (the “Platforms”). Zingit values and respects you, and these Terms of Service (the “Terms of Service”) are intended to form the foundation of the governing items with respect to your use of the Platforms. We may update these Terms of Service at any time. By accessing and using Zingit, completing the registration process, or signing up for an account, you are agreeing to these Terms of Service. 

  1. DEFINITIONS
  • “Authorized User” means any of your employees, consultants, contractors or agents authorized by your administrator to access and use the Zingit Service on behalf of your business, in each case subject to such person’s agreement to be bound by the Terms of Service.
  • “Front End Code” means our user interface display and usability platform. This includes, but is not limited to, the layout, color scheme, HTML pages and source code, etc.
  • “Zingit Materials”means any documentation, user guides or other similar materials provided by Zingit to you in connection with your use of the Zingit Service.
  • “Zingit Service” means any of the Zingit set of SaaS solutions that are developed, operated, and maintained by Zingit (and its third-party service providers) and that are subscribed to through an Zingit branded or controlled website (or Zingit partner website) that includes a link to these Terms of Service. The definition of Zingit Service does not include any separate professional Services (as defined below) that may be purchased by you from Zingit.
  • “Subscription Agreement”means any online or written subscription agreement for the Zingit Service or for Services signed by you and submitted to Zingit, and any future purchase order, service agreement, addendum or order form that makes reference to this Agreement. The Zingit Subscription Agreement(s) shall be governed by the Terms and Conditions of this Agreement and are incorporated herein by reference. 
  • “PHI”means: (i) “protected health information” as defined in 45 CFR § 160.103; and (ii) any other patient or health information protected by the Health Insurance Portability and Accountability Act of 1996, as it may be amended from time to time (“HIPAA”), including the regulatory revisions implemented pursuant to the Health Information Technology for Economic and Clinical Health Act (the “HITECH ACT”).
  • “Services” means any implementation, training or other professional services provided by Zingit to you pursuant to the terms of a Subscription Agreement.
  • “Subscription Term”means the use term for the Zingit Service set forth on your Subscription Agreement and any additional renewals of such term.
  • “Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227” means the federal statute governing the use of telephone equipment.
  • “Third Party Content” means the content, including software code that a Zingit partner or other third party may bundle with the Zingit Service, for a specific market or niche offering.
  • “Your Data” means registration information, information concerning your Authorized User(s) and customers and contacts, business, marketing and financial information, and any similar data that you upload to the Zingit Service.
  1. TERM & TERMINATION

2.1 Standard Term. Unless a different term is specified in a signed Subscription Agreement between you and Zingit, the initial term of your subscription to a Zingit Service will begin on the submission or execution of your Subscription Agreement. Zingit offers monthly and annual subscription plans (collectively the “Subscription Term”) that is automatically renewed on a continual basis. The Subscription Term shall continue until the subscription is terminated as provided for below. The term of this Agreement will automatically terminate when all active Subscription Terms have been terminated.

2.2 Termination without Cause. As you have signed up for our annual subscription plan, you agree to pay the cumulative monthly subscription fees for the entire annual Term; however, you may cancel the annual subscription plan from automatically renewing by giving Zingit thirty (30) days’ notice prior to expiration of the Subscription Term. Zingit’s termination rights are in addition to any suspension rights it may have under this Agreement or the incorporated Acceptable Use Policy.

2.3 Termination for Material Breach. In the event it is alleged during an annual Subscription Term that Customer experiences a loss of business critical functionality caused by Zingit more than three (3) times during any rolling twelve (12) month period which causes substantial harm to Customer (Repeated Severe Issues) and Zingit is unable to cure such alleged issue(s) within thirty (30) days of Customer’s written notice to Zingit after the the third instance, then, Customer may terminate this Agreement and/or annual Subscription Service Order (“the Date of Termination”).

2.4 Effect of Termination. Upon termination of the Subscription Term other than termination for material breach in section 2.3 above, all Fees then due and payable to Zingit must be paid in full. Contingent upon its receipt of all such Fees, Zingit will continue to make your Data available through the termination date. In the event an annual Subscription Term is terminated in accordance with Section 2.3 above, then Customer shall pay for all fees up to the Date of Termination and shall be relieved of its remaining payment obligations for the remainder of the annual Subscription Term.

  1. NOTICE TO MINORS.

Zingit aims to fully comply with all federal laws and, thus, at a minimum, you must be at least eighteen (18) years of age to use the Platforms. If you are a minor, you must obtain the consent of your parent or legal guardian to use the Platforms and agree to these Terms of Service. No one under eighteen (18) years of age may provide any personal information, and Zingit does not knowingly collect personal information from children under the age of eighteen (18).

If you are under eighteen (18) years of age, please do not send any information about yourself to us, or to anyone else through the Platforms. Personal information includes, but is not limited to, your name, address, telephone number, or email address. If we learn we have collected any personal information from anyone under the age of eighteen (18), we will immediately delete that information per the requirements of the Children’s Online Privacy Protection Act and any other applicable laws. If you believe we have received information from or about a child under the age of eighteen (18), please contact us at [email protected] with a subject heading Terms of Service.

  1. ZINGIT TECHNOLOGY. 

Zingit may make available technology to you on their Platforms, which may also be included in connection with the Zingit Services. These include, but are not limited to the following:

4.1 Text Appointment Reminders.  Zingit may provide an optional appointment reminder service, which may include additional related fees.  As a matter of practice, Zingit requires that you obtain the necessary consent from the parties to be contacted via text prior to utilizing our text appointment reminder services.  Before utilizing our text services, you specifically represent that you have complied with the local laws in the relevant jurisdiction, including without limitation, those of the Federal Telephone Consumer Protection Act (“TCPA”) when using this feature.  Additionally, if you choose to use our text appointment reminder services, you expressly agree and acknowledge that: (1) you are authorized to make outbound text messages to the intended recipients; (2) you have notified your text recipient in advance that an appointment reminder text will be sent by you; (3) you have notified your text recipient in advance that carrier text message fees may apply to their receipt of the appointment reminder texts from you; (4) you have provided a mechanism to your intended recipient(s) on how to opt-out of the text appointment reminder services; and (5) Zingit shall have no liability whatsoever in respect of any use made by you, your employee, contractor, officer, agent, authorized representative or third party, of the text message and its contents, and/or of any personal information.

4.2 Local SEO & Citation Services. Zingit may offer a Local SEO & Citation Services (the “Local SEO & Citation Services”) under which your business information and customer reviews (collectively, the “Business Information”) are submitted to search engines, indexes and websites. You agree to participate in the Local SEO & Citation Services and allow Zingit to make this data available and provide registration services to third party sites. It is up to third party sites to accept the submissions, and Zingit makes no warranty as to such sites’ willingness to do so. For so long as you continue to subscribe to the Zingit Service, Zingit will make a good faith attempt to ensure accuracy and confidentiality of the information we provide to third party sites under the Local SEO & Citation Services. We have no control of third party websites or resources that are provided by companies or persons other than that of Zingit. Additional tools may be available from the third parties to provide additional updates to your information, but if you use such services, Zingit is not liable for any claim arising out of the combination of such services with the information provided by the Local SEO & Citation Services. If you no longer have an active subscription, Zingit may remove Your Data and any consumer reviews from websites controlled by Zingit, at our sole discretion. You may request in writing explicit removal of the Your Data from such websites controlled by Zingit. Zingit is not obligated to request third parties to remove Your Data and any consumer reviews from third party websites. Zingit may terminate your participation in the Local SEO & Citation Services, or these Terms of Service, at any time in that you are not in compliance with any other applicable agreement. Upon termination of this Terms of Service by either party, Your Data and any consumer reviews may remain in any data feeds provided to third parties under the Local SEO & Citation Services. Zingit reserves the right to terminate the Local SEO & Citation Services as to you or any other user at any time for any reason or no reason.

You represent and warrant that you have obtained all necessary consents and/or approvals to use Your Data, specifically including any personal information of third parties, to contact such third parties located in Your Data to perform the Zingit Services, specifically including those referenced herein. You acknowledge and agree that Zingit may use any and all personal information of the third parties in conjunction herewith. You acknowledge and agree that Zingit shall not be liable for and that you will defend, indemnify, and hold harmless Zingit from any third-party claims arising from the use of the third party personal information, specifically including any contact made with third parties in association with the Zingit Services you have elected to use.

4.3 Bulk SMS Services.  Zingit may provide an optional SMS bulk service (the “Group Messaging service”), which may include additional related fees.  A fee of $0.03 per SMS over and above a billing period cap of 5,000 messages will be added to your next month’s bill. As a matter of practice, Zingit requires that you obtain the necessary consent from the parties to be contacted via text prior to utilizing our bulk SMS services.  Before utilizing our SMS services, you specifically represent that you have complied with the local laws in the relevant jurisdiction, including without limitation, those of the Federal Telephone Consumer Protection Act (“TCPA”) when using this feature.  Additionally, if you choose to use our SMS services, you expressly agree and acknowledge that: (1) you are authorized to make outbound text messages to the intended recipients and have received their consent; (2) you have notified your SMS recipient in advance that SMS will be sent from you; (3) you have notified your SMS recipient in advance that carrier SMS message fees may apply to their receipt of the SMS from you; (4) you have provided a mechanism to your intended recipient(s) on how to opt-out of SMS from you; and (5) Zingit shall have no liability whatsoever in respect of any use made by you, your employee, contractor, officer, agent, authorized representative or third party, of the text message and its contents, and/or of any personal information.

  1. TECHNICAL SUPPORT.

In connection with the provision of technical support, training, and other Zingit Services, you agree that Zingit may remotely log-in to your computers, devices, and systems for purposes of providing the support, training, or other Zingit Services, including, without limitation, technical troubleshooting, answering questions, benchmarking and providing training to you or your personnel. Remote login may be conducted through the use of third party entities. You further agree that Zingit may also remotely log-in at any time as necessary or appropriate to maintain our Zingit Services. Zingit reserves the right to log off accounts that are inactive for an extended period of time. In addition, Zingit may quarantine suspected messages. You agree that Zingit may automatically check the version of a Zingit Service that you are utilizing and may provide updates or upgrades remotely via the Internet. You consent to the receipt of updates or upgrades by means of download to your computers and systems. You agree to keep your computers powered on during the Zingit Services runtimes that you specify. You must add Zingit or its third-party affiliate to the “allowed” list of programs and ensure that your firewall and anti-virus software programs do not block us. Additionally, your practice management software must always be accessible by Zingit. It is your responsibility to contact Zingit if you are upgrading or changing your computer systems.

5.1 Third-Party Integrations. The Zingit Service contains features that enable us to integrate our software into third party software and/or applications (“Software Provider”) (such as your practice management software) in order for us to provide key aspects of our services. By enabling Zingit to integrate its Service with your Software Provider you are representing to us that you have complied with the terms and conditions of your Software Provider in authorizing our access.

To enable our service features, you give us express permission and consent to access your server(s) in order to integrate the Zingit Service. These integration requirements may change from time-to-time and Zingit will post notifications of these changes. Your continued use of the Zingit Service serves as your express consent to update our integration procedures with the required Software Provider.  

  1. FEES. 

The fees for the Zingit Service and any additional Services (“Fees”) are set forth in the Subscription Agreement and are payable in advance, irrevocable, and non-refundable except as set forth in the Subscription Agreement and these Terms of Service. You agree to provide Zingit with complete and accurate billing and contact information. Where payment by credit card is indicated in the Subscription Agreement, or you otherwise provide Zingit with credit card information, you authorize Zingit to bill such credit card: (a) at the time that you order the Zingit Service or other Services set forth in the Subscription Agreement; (b) for any billing frequency otherwise established in the Subscription Agreement; and (c) at the time of any renewal, for the amount charged plus any applicable sales taxes for any renewed Subscription Term. You agree to immediately notify Zingit in writing of any change in your billing address or the credit card or billing information, used for payment hereunder.

  1. PAYMENT TRANSACTIONS.

If you wish to purchase any product or service made available through the Platforms (each such purchase, a “Transaction”), you may be asked to supply certain information relevant to your Transaction including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information. You represent and warrant that you have the legal right to use any credit card(s) or other payment method(s) utilized in connection with any transaction. By submitting such information, you grant to Zingit the right to provide such information to third parties for purposes of facilitating the completion of Transactions initiated by you or on your behalf. Verification of information may be required prior to the acknowledgment or completion of any Transaction.

All descriptions, images, references, features, content, specifications, products, and prices of products and services described or depicted on the Platforms are subject to change at any time without notice. Certain weights, measures, and other descriptions are approximate and are provided for convenience purposes only. The inclusion of any products or services on the Platforms does not imply or warrant that these products or services will be available. It is your responsibility to ascertain and obey all applicable local, state, federal, and international laws (including minimum age requirements) in regard to the receipt, possession, use, and sale of any item purchased from Zingit. By placing an order, you represent that the products ordered will be used only in a lawful manner. Zingit reserves the right, with or without prior notice, to do any one or more of the following: (a) limit the available quantity of or discontinue any product or service; (b) impose conditions on the honoring of any coupon, coupon code, promotional code, or other similar promotion; (c) bar any user from making or completing any or all Transaction(s); and (d) refuse to provide any user with any product or service.

  1. INTELLECTUAL PROPERTY OWNERSHIP.

Unless otherwise noted, all content on the Platforms, including any names, logos, trademarks, service marks, brand identifiers, copyrights, trade dress, or other intellectual property appearing on the Platforms, including the organization, compilation, look and feel, illustrations, graphics, artworks, videos, music, software, and other works of the Platforms (the “Works”) are owned by Zingit, or used with permission of the third party (the “Owners”), and are protected under copyright, trademark, and other intellectual property and proprietary rights laws. All right, title, and interest to the Works remain with Zingit and/or the Owners. Nothing herein shall be interpreted to grant you a license to use any of the Works without Zingit and/or the Owners permission.

  1. CONTENT FROM THIRD PARTIES.

Any and all content from third parties is for informational purposes only and Zingit does not verify the accuracy or truthfulness of any material. Specifically, Zingit does not independently verify information. Zingit does not independently verify the accuracy or truthfulness with respect to the operation of any of the locations identified in the Platforms, including the hours of operation, availability of certain products/services, or otherwise.

  1. CONTENT POSTED BY USERS.

Any and all content (including replies to reviews or testimonials) posted by you to the Platforms, to Zingit’s social media pages, or any other area to which you may have access to or the ability to post content, must comply with these Terms of Service, any other agreement controlling your relationship with Zingit, and any applicable federal, local, or state laws and regulations.

By using the Platforms, you are agreeing to these Terms of Service, and warrant that: (a) you have obtained the necessary permissions of any and all third parties for any content posted and/or otherwise made available by you; (b) to the best of your knowledge, any and all content posted and/or otherwise made available by you is truthful and accurate, and not misleading in any manner; and (c) you are not violating any law, regulation, code, or otherwise in your posting and/or sharing of the content, including intellectual property, right of privacy, and defamation, or any other applicable law, regulation, or order.  For purposes of clarity, you specifically agree to comply with all local, state and federal laws including but not limited to HIPPA as it relates to PHI.  If you are unsure whether the content you are considering posting relates to any HIPPA and/or PHI measure, you agree to seek independent counsel before posting said content.

You further agree to indemnify, defend, and hold harmless Zingit from any and all liability, claim, cause of action, loss, or damages resulting from content you post and/or otherwise make available to the Platforms, to Zingit’s social media pages, or any other area to which you may have access to or the ability to post content.

You hereby grant an irrevocable, fully prepaid, perpetual license to Zingit to use anything posted and/or otherwise made available by you to the Platforms.

  1. TECHNICAL SUPPORT.

During the Subscription Term, you will be entitled at no extra charge to access online user guides, knowledge bases and self-help tools, and any additional standard technical support resources (collectively, “Technical Support”) for the Zingit Service offered by Zingit from time to time, and the terms of conditions of which may be described and updated from time to time on the support or customer care sections of the relevant Zingit website (www.Zingit.com). Zingit reserves the right to modify the posted terms and conditions for Technical Support, at any time in its sole discretion.

  1. HIPAA.

The Health Insurance Portability and Accessibility Act (“HIPAA”) relates to the handling of health information, namely to regulate the transmission of PHI. Zingit is not a health provider and does not provide any type of medical care, services, or otherwise to patients, or any other person or entities. While the Platforms may be used to store a patient’s PHI, Zingit does not utilize any PHI or other information for any type of medical care, or other related use. You agree to alert Zingit in writing if you will be using the Services to store or process PHI. To the extent that you do use the Services to store or process PHI, then the terms of the Zingit Business Associate Agreement will apply to any PHI stored or processed by you using the Services and the terms of the Zingit Business Associate Agreement are incorporated herein by reference. To the extent necessary, you are solely responsible for obtaining patient consents or authorizations prior to using the Services to store or process PHI and prior to allowing access to PHI by Zingit. You agree to indemnify and hold Zingit harmless from and against any third party or government claims, including all related damages, costs and expenses (including reasonable attorneys’ fees) that arise due to your failure to obtain any such consents or authorizations.

  1. SOCIAL MEDIA AND LINKED SITES.

From time to time, the Platforms may include features and functionality that allow you to interact with other sites that are not under our control (“Linked Site”), including various social media pages (“Social Media Site”). Zingit provides these features, functionality, and links to you as a convenience and does not endorse any Linked Site or Social Media Site. Zingit is not responsible for the contents or transmission of any Linked Site or Social Media Site, or for the terms of use or privacy policy, of any Linked Site or Social Media Site. You should carefully read the policies for the sites you visit. Under no circumstances are you authorized to make any claim regarding Zingit or any of its products on any Social Media Site regardless of any material connection you may have with Zingit or your receipt of any consideration. If you make any claim regarding Zingit or any of Zingit’s products or services on a Social Media Site in violation of the foregoing, you, and not Zingit, shall be solely responsible and liable therefor.

13.1 Third Party Review Sites (e.g. Yelp).  In the event you use the services, whether in part or in the entirety, of third party review sites, e.g. Yelp, you agree and consent to be bound by their terms of service and privacy policies located at https://www.yelp.com/static?p=tos and https://www.yelp.com/tos/privacy_en_us_20160131 respectively.  In some cases, these third-party review sites may post community guidelines that impose specific restrictions and/or penalties which may affect your relationship with Zingit.  For example, Yelp imposes specific penalties on users that “solicit reviews”, see https://www.yelp-support.com/article/What-is-Yelp-s-review-solicitation-penalty.  Zingit considers the use of our services to “solicit reviews” on third-party review sites like Yelp to be violative of our Terms of Service and specifically our Community Guidelines, see Section 15 below.  Moreover, use of the Zingit services to “solicit reviews” on Yelp may violate their terms of service and may subject you to penalties.  These penalties may cause you to incur fees, fines, and/or result in lost income or business opportunities.  In using the Zingit services, you agree to abide by these third-party terms and acknowledge that Zingit does not interpret, analyze, and/or enforce these third-party terms nor do we arbitrate any disputes that you may have with how these terms are interpreted and/or applied.  Consequently, Zingit is not liable for any losses, fines, and/or penalties incurred by you and/or anyone acting on your behalf who violates these third-party terms.

  1. CONFIDENTIAL INFORMATION.

For purposes of this Agreement, confidential information shall include the business terms in the Subscription Agreement, Your Data, the Zingit Service and the Zingit Materials, and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving party given the nature of the information and the circumstances of its disclosure (“Confidential Information”). Each party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights hereunder; (c) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Zingit will restrict its employees’ access to Your Confidential Information to only those employees necessary to successfully provide the Zingit Service. Zingit may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Zingit in connection with the performance of this Agreement. Confidential Information shall not include information that: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.

  1. COMMUNITY GUIDELINES.

The Platforms, Linked Sites, and Social Media Sites may include the ability to post comments or otherwise engage in communications with third parties through bulletin boards, chat rooms, blogs, comment sections, or other community forums (the “Community Forums”). The following governs the use of the Community Forums:

  • Zingit will monitor the Community Forums on a regular basis for any violations of these Terms of Service, or any illegal content.
  • Zingit will not act as an arbiter for any dispute or disagreement between users and shall have no liability to you for any content posted in the Community Forums and is under no obligation to edit or modify information available in the Community Forums.
  • Zingit reserves the right, in its sole and complete discretion, to refuse to post, or remove, any material submitted to the Community Forums.
  • You acknowledge and agree that Zingit may store any material posted to the Community Forums. You further acknowledge and agree that Zingit may use material posted by you in the Community Forums for any purpose whatsoever, including but not limited to incorporating the submission into content that may be commercial in nature. 
  • Prohibited Statements – you are expressly prohibited from submitting any of the following:
  • Any submissions that disparages competitive products, is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, racially offensive, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent, or otherwise objectionable.
  • Any submission that would constitute, encourage, or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law, including without limitation, material that depicts child pornography, acts of violence, drug use, or would violate the regulations of the U.S. Securities and Exchange Commission, or any rules of a securities exchange.
  • Any submission that may infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary rights of any party.
  • Any submission that impersonates any person or entity, or otherwise misrepresents your affiliation with a person or entity.
  • Unsolicited promotions, political campaigns, advertising, or solicitations including the use of our services to “solicit reviews” on third party sites.
  • Private information of any third party, including without limitation, addresses, phone numbers, email addresses, social security numbers, credit card numbers, or any other similar piece of information including but not limited to PHI.
  • Viruses, spyware, Trojans, corrupted data, or any other harmful, disruptive, or destructive files.
  • Any other submission that, in Zingit’s sole and complete discretion, is inappropriate or objectionable, or which restricts or inhibits any other person from using or enjoying the Platforms, or which may expose Zingit or its users to any harm or liability of any type.
  1. DISCLAIMERS.

Without limiting anything herein, the Platforms, its content, and all of its features, are provided to you “AS IS” and “AS AVAILABLE” without warranty of any kind with respect to the Platforms, its content, and of its features, either express or implied, including but not limited to fitness for a particular purpose, title, or non-infringement. No advice or information, whether oral or written, obtained by you from Zingit shall create any warranty, representation, or guarantee not expressly stated herein. Additionally, Zingit does not make any warranties that the Platforms will be secure, error free, or otherwise meet your expectations. Zingit does not warrant that the Platforms, its content, or features are correct, accurate, or reliable. Zingit reserves the right to change any part of the Platforms at any time without notice.

  1. LIMITED WARRANTIES.

You warrant that your business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable federal, state and local laws and regulations, as well as the Zingit Acceptable Use Policy, in connection with your use of the Zingit Service, and you agree to indemnify and hold Zingit harmless from and against any third party or government claims, including all related damages, costs and expenses (including reasonable attorneys’ fees), that arise due to your violation of law or breach of this warranty in your use of the Zingit Service.

  1. LIMITATION OF LIABILITY.

Your use of the Platforms is at your own risk. Zingit, its affiliates, and the respective officers, directors, agents, and representatives will not be liable to you, or any third party, for any damages, direct or indirect, incidental, consequential, special, or punitive, including, without limitation, loss of data, income, profit, or goodwill, loss of or damage to property and claims of third parties arising out of your access to or use of the Platforms, or arising out of any action taken in response to or as a result of the Works, or other information available on the Platforms, however caused, whether based on breach of contract, tort, proprietary rights infringement, product liability, or otherwise. The foregoing shall apply even if Zingit was advised of the possibility of such damages. If you become dissatisfied in any way with the Platforms, the Terms of Service, or any other applicable agreement, your sole and exclusive remedy is to stop your use of the Platforms and its services. You hereby waive any and all claims against Zingit, its affiliates, officers, directors, agents, representatives, and licensors arising out of your use of the Platforms. If any portion of this limitation on liability is found to be invalid or unenforceable, then the aggregate liability of Zingit, its affiliates, and the respective officers, directors, agents, and representatives shall not exceed one hundred dollars ($100). The Platforms would not be provided without such limitations and you agree that the limitations and exclusions of liability, disclaimers, and exclusive remedies herein will survive even if found to have failed their essential purpose.

  1. CHOICE OF LAW & VENUE AND DISPUTES.

You agree that any and all matters relating to your access to and/or use of the Platform, including all disputes, will be governed by the laws of the United States and by the laws of the State of Nevada without regard to its conflicts of laws and provisions. Any action arising under this Agreement or otherwise related to the Zingit Solutions Platform must be brought in the State and Federal courts in Clark County, Nevada. You agree to the personal jurisdiction by and venue in the State and Federal courts in Clark County, Nevada, and waive any objection to such jurisdiction or venue.

Dispute Resolution. In the event of any dispute or controversy between Zingit Solutions and you arising out of or in connection with your use of the Platform, both parties shall attempt, promptly and in good faith, to resolve any such dispute or controversy outside of the courts. If we are unable to resolve any such dispute or controversy within a reasonable time, then either party may submit such dispute or controversy to mediation. If the dispute or controversy cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

  1. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless Zingit, members, affiliates and/or partners, and its and their officers, directors, partners, shareholders agents, licensees and employees (cumulatively “Zingit Indemnitees”) from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise out of or relate to your authorized, unauthorized, lawful or unlawful use of the Platforms, including but not limited to the Zingit Services, your breach of the Terms of Service as stated herein or as modified from time to time in Zingit’s sole discretion, your inability to access the Zingit Materials and/or Zingit Services, the use of any linked sites, your reliance on any errors or omissions, or the propagation and/or contraction of any computer virus in connection with your use of the Zingit Materials and/or Zingit Services.

  1. FORCE MAJEURE.

Except for Your obligation to pay Fees for the Zingit Service or other Services rendered, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include (without limitation) accidents, acts of God, labor disputes, actions of any government agency, civil disturbance or Act of Parliament or other Government action, strike, postal delay, shortage of materials, extreme weather conditions, disaster conditions, acts of terrorism, or the stability or availability of the Internet or a portion thereof, or any other reason beyond the control of Zingit.

  1. ABILITY TO ACCEPT TERMS OF SERVICE.

You affirm that you are more than the legal age in the territory in which you reside, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in the Terms of Service, and to abide by and comply with the Terms of Service.

  1. CHANGES AND UPDATES.

We may revise these Terms of Service from time to time. Your use of the Platforms following any revised Terms of Service shall be deemed an acceptance of the revised policy. Your use of the Platforms following any revised Terms of Service shall be deemed an acceptance of the revised policy governing any and all use, including prior use, of the Platforms by you. We recommend you review these Terms of Service from time to time to stay updated. We will make a commercially reasonable effort to obtain your consent before implementing revisions which materially affect the disclosure or use of your Personal Information. If you disagree with the terms of these Terms of Service at any time, your sole remedy is to terminate your use of the Platforms and inform us of such termination.

  1. MISCELLANEOUS TERMS OF SERVICE.

24.1 Notice. Notices regarding this Terms of Service to Zingit shall be in writing and sent by first class mail or overnight courier (if from within the United States), or international courier, addressed to Zingit Solutions, LLC, Attn. Administrator, 200 N. Fairway Dr, Suite 174, Vernon Hills, IL 60061. Zingit may give notice applicable to Zingit’s general customer base by means of a general notice on the Zingit Service portal, and notices specific to you by electronic mail to your designated contact’s email address on record with Zingit, or by written communication sent by first class mail or overnight courier (if to an address within the United States), or international courier, to your address on record in Zingit’s account information. All notices shall be deemed to have been given three (3) days after mailing or posting (if sent by first class mail), upon delivery in the case of courier, or twelve (12) hours after sending by confirmed facsimile, email or posting to the Zingit Service portal.

24.2 Waiver. The failure of either party to enforce any right or provision in this Terms of Service shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

24.3 No Joint Venture. None of the Terms of Service or use of the Zingit Service shall be construed as constituting an employer-employee, joint venture, pooling arrangement, partnership, teaming effort, or agency arrangement between the parties. Neither party shall have any right to obligate or bind the other in any manner whatsoever, and nothing contained herein shall give, or is intended to give, any rights of any kind to any third party.

24.4 No Assignment. You may not assign or transfer this Terms of Service or any interest herein, in whole or in part, without Zingit’s prior written approval, which approval shall not be unreasonably withheld. Any attempted assignment or grant in derogation of the foregoing shall be void.

24.5 Headings and Terms Contractual. Paragraph headings contained herein are solely for the purpose of aiding in speedy location of subject matter and are not in any sense to be given weight in the construction of this Terms of Service. These Terms of Service are contractual in nature and not mere recitals.

24.6 Severability and Construction. If any part of these Terms of Service is determined to be invalid or unenforceable pursuant to applicable law, then it shall be construed in a manner which is valid and enforceable that is closest to the intentions set forth herein. The remainder of the Terms of Service shall remain in full force and effect.

24.7 Entire Terms of Service. These Terms of Service supersede all previous arrangements or understandings, whether written or oral, and contain the entire agreement of the parties with respect to the subject matter thereof and hereof.

24.8 Export. You agree that U.S. export control laws and other applicable export and import laws govern Your use of the Zingit Service, including Zingit technology. You represent that You are neither a citizen of an embargoed country nor prohibited end user under applicable U.S. export or anti-terrorism laws, regulations and lists. You agree not to use or export, nor allow a third party to use or export, the Zingit Service or technology in any manner that would violate applicable law, including but not limited to applicable export and import control laws and regulations.

Last Updated 4/14/2020