TERMS OF USE

Welcome to Zoyap! We provide a platform that connects parents to the best service providers for children’s activities in your area, including sports coaches, academic tutors, arts and crafts studios, dance trainers, daycare services, martial arts, cooking classes and many more.

These Terms of Use govern your use of Zoyap, a platform owned by Zoyap, Inc. (“Zoyap,” “Company,” “We,” “Our”), which includes our website, mobile application and all related widgets, tools, data, software, and other services provided by us (the “Platform”).

This document, together with our Privacy Policy and any other terms specifically referred to therein, constitute a legally binding agreement (the “Agreement”) between you and the Company in relation to your use of our Services

Acceptance of Terms of Use

Please read these Terms of Use, and our Privacy Policy, very carefully. When prompted, please click or press “Accept” if you agree to be legally bound by all terms and conditions herein. Your acceptance of these Terms of Use creates a legally binding contract between you and the Company. If you do not agree with any aspect of these Terms of Use, then do not click or press “Accept,” in which case you may not use the Platform. By accepting to the Terms of Use and creating an account, you represent and warrant that the information you include on the Platform is accurate and that you have the capacity to enter into and abide by these terms and conditions.

Changes to Terms of Use

We reserve the right to change, alter, replace or otherwise modify (collectively “Changes”) this Agreement at any time. The date of last modification is stated in this Service Provider Agreement.

When we make any updates to this Agreement, we will highlight this fact on the website or mobile application. In addition, if you register an account and this Agreement subsequently changed in any material respect (for example, for security, legal, or regulatory reasons), we will notify you by sending an email to the email address that you have provided to us. You will have no obligation to continue using the Services following any such notification, but if you do not terminate your account as described in the Termination section below, your continued use will constitute your acceptance of the revised Agreement.

Description of the Platform

Zoyap’s provides an online marketplace that connect parents wth the best providers of children’s activities in their area. We allow businesses to post classes, camps, events, deals, services, used goods, and recommendations. Business owners can sign up with Zoyap to list their business as a Service Provider (“Service Provider”).

We may, from time to time, release new tools and resources through the Platform, release new versions of our Platform, or introduce other services and/or features for the Platform. Any new services and features will be subject to these Terms of Use, as well as any additional terms of use that we may release for those specific services or features.

Parent/Guardian Zoyap Account

Access to the Platform is only available to registered users who have expressly agreed to these Terms of Use and our Privacy Policy. You may only register with the Platform if you are a parent or guardian – children ( age 0-17 ) are not allowed to create an account. Access to and use of the platform is available only to individuals ( parents / guardians) who are at least 18 years old and can from legally binding contracts under applicable law. Children age 0-17 years are NOT allowed to access/use the platform in any which way or form.

When you first create a Zoyap account as a parent or guardian, we ask for your name, email address, phone number, date of birth, city, and created password.

During registration, you will be asked to provide credit or debit card details to Stripe, an online payment processing service with a website at www.stripe.com. These payment details will be directly sent to Stripe and will not be stored in any way or form by Zoyap. As your payment will be governed by Stripe, you should review their Terms of Use and Privacy Policy which govern your transactions. Zoyap expressly disclaims liability for any issues between our users and Stripe, including but not limited to security breaches or credit card theft.

All account information will be treated in accordance with our Privacy Policy. Parents or guardians should take full responsibility of their usernames and passwords. Children should not be allowed to use the Platform without a parent or guardian. You are solely responsible for maintaining the confidentiality and security of your login and account information, and you will remain responsible for all activity emanating from your account, whether or not such activity was authorized by you.

If your account login information is lost or stolen, or if you believe that your account has been accessed by unauthorized third parties, you are advised to notify the Company in writing, and should change your password at the earliest possible opportunity.

We reserve the right to disallow, cancel, remove, or reassign certain usernames and permalinks in appropriate circumstances, as determined by us in our sole discretion, and may, with or without prior notice, suspend, terminate, and delete your account if activities occur on that account which, in our sole discretion, would or might constitute a violation of these Terms of Use or an infringement or violation of the rights of any third party, or of any applicable laws or regulations.

You may terminate your account at any time through our Services, or you can contact us at support@zoyap.com.

Service Provider Background Checks

We may, in our sole discretion, permit you to post, upload, publish, submit or transmit User including but not limited to photographs, testimonials, ratings and reviews (“User Content”). By making available any User Content on or through the Platform, you hereby grant to ZOYAP a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such User Content by any means to promote, market or advertise, or for any other purpose in our sole discretion with the exception of private messaging, which will not be used by Zoyap in public advertising. The license to use User Content granted by you to Zoyap shall survive termination of the Platform or your account.

You acknowledge and agree that you are solely responsible for all User Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Zoyap the rights in such User Content, as contemplated under these Terms; and (b) neither the User Content nor your posting, uploading, publication, submission or transmittal of the User Content or Zoyap’s use of the User Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that Zoyap may proofread, summarize or otherwise edit and/or withdraw User Content provided by you, and you understand it remains your sole responsibility to monitor your User Content and ensure that such edited User Content is accurate and consistent with your representations and warranties in these Terms. You further agree that you are the author of all User Content Content you create and submit to the Platform and that you are the owner of such User Content, subject to the license rights granted in these Terms.

Zoyap reserves the right, at any time and without prior notice, to remove or disable access to User Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or Users, or for any other reason.

Zoyap User Fees and Taxes

When a User purchases a class, event, deals, or services, Users are obligated pay the entire amount quoted by the service provider. User can purchase additional services in addition to the advertised quote, and are obligated to pay that entire amount at checkout.

Fees for additional products or services will be shown in policies or terms provided to you before you use such products or services. Zoyap may also charge penalty fees for fraud, misconduct or other violations of these Terms, as determined in our sole discretion. Information about current penalty fees are available in the policy or support center. You agree to pay all applicable fees or charges based on the fee and billing terms then in effect, regardless of whether you have an active account. Charges shall be made to your credit/debit card, PayPal, Stripe or other payment method designated at the time you make a purchase. You explicitly agree that all communication in relation to delinquent accounts or fees due will be made by electronic mail or by phone. Such communication may be made by Zoyap or by anyone on its behalf, including but not limited to third party collection agents. If you cancel your account at any time, you will not be eligible to receive a refund. If you have a balance due on any account, you agree that Zoyap may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. You understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisers, and that we cannot and do not offer specific tax advise. All sales on Zoyap are final and non-refundable after the service has been rendered or the service start date and time has passed.

Service Provider Zoyap Account

Access to the Platform is only available to registered Service Providers who have expressly agreed to these Terms of Use and our Privacy Policy.

When you create an account as a Service Provider, you will be asked to set up a Stripe Connect business registration account. Service Providers will be asked to provide their business bank account, routing number, tax ID number, date of birth, business name, business address, phone number and email address.

Zoyap also collects details about Service Providers including but not limited to information about their facilities, photographs, names of business owners and employees, and information about business owner and employee experience and specializations. You may also provide details of your services including rates, social media account, website links, and contact information.

Once registered to Zoyap Platform as a Service Provider, you can post free classes and events on the platform. Only when you plan on posting a paid class, event, or deal do you need to integrate the Stripe, an online payment processing service with a website at www.stripe.com. All transactions will be conducted through Stripe, and payment information will not be stored in any way or form by Zoyap. These payment details will be directly sent to Stripe and will not be stored in any way or form by Zoyap. As your payment will be governed by Stripe, you should review their Terms of Use and Privacy Policy which govern your transactions. Zoyap expressly disclaims liability for any issues between our users and Stripe, including but not limited to security breaches or credit card theft.

You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Zoyap password and, if applicable, your Third-Party Site Password. You are solely responsible for all activity that occurs on your account, and you will notify Zoyap immediately of any unauthorized use. Zoyap is not liable for any losses by any party caused by an unauthorized use of your account. Notwithstanding the foregoing, you may be liable for the losses of Zoyap or others due to such unauthorized use.

Zoyap will not be responsible for the rating and reviews provided by users of the Platform. Zoyap cannot make any changes to the reviews and ratings provided by user on a Service Provider. Rating and reviews may only be edited by the posting user. Service Provider may not contact users regarding rating, review or for any other reasons after the service has been completed and the payment has been processed. Violation this rule will result in a breach of these Terms of Use, and the Service Provider may be removed from the Platform.

When a Service Provider deletes its account, Zoyap temporarily suspends and holds the Service Provider account and Stripe Connect data until all transactions have been cleared. Once the account is deleted, Service Providers should contact Stripe with any issues, questions or concerns.

If the Service Provider wishes to use an after account has been deleted from the Platform, they will be required to newly register with the Platform.

Service Provider Background Checks

Zoyap does not personally perform a background check on Service Providers who sign up as a business when they sign up, however individual business owners and freelancers will be vetted and reviewed using Checkr, an industry leading third-party background check API. Only after Checkr verification is successful, business owners and freelancers will be allowed to use Zoyap as a Service Provider. If Service Providers fail the verification on Checkr, then they will be notified and will not be allowed to register. A copy of the Checkr report will be sent to the Service Provider. If you are a Service Provider and you believe there has been a mistake in your Checkr report, please contact us at support@zoyap.com

Its user’s and service providers responsibility to vet each other before doing business with each other. Ultimately, Zoyap only acts as an online marketplace that connects parents and guardians with Service Providers. We expressly disclaim liability for any dispute between a user and Service Provider as a result of being connected through Zoyap.

Service Provider Representations and Warranties

By registering or using the Services to connect with users, Service Providers represent and warrant that they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, background checked and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their services and in relation to the specific job they are performing. Service Providers understand and agree that sending a quote, posting a class or sending an email does not guarantee the quote, posting or email will be read, and using the Platform does not guarantee they will be hired for work, booked or bought. Service Providers can have their own Terms of Use and Privacy Policy attached to the class, deal, event or quote while responding to the user. By agreeing to pay and confirm appointment, users agree to all terms and conditions and privacy policies specific to that Service Provider.

Service Provider Content

We may, in our sole discretion, permit Service Providers to populate, post, upload, publish, submit or transmit content including but not limited to photographs, videos, business information, email, facility details, phone number, address, texts, rating, and social media links (“Service Provider Content”). By making available any Service Provider Content on or through the Platform, you hereby grant to Zoyap a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Service Provider Content by any means to promote, market or advertise the Platform or Services, or for any other purpose in our sole discretion, with the exception of private messaging, which will not be used by Zoyap in public advertising. The license granted by you to Zoyap shall survive termination of the Platform or your account.

You acknowledge and agree that you are solely responsible for all Service Provider Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all Service Provider Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Zoyap the rights in such Service Provider Content, as contemplated under these Terms; and (b) neither the Service Provider Content nor your posting, uploading, publication, submission or transmittal of the Service Provider Content or Zoyap’s use of the Service Provider Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that Zoyap may proofread, summarize or otherwise edit and/or withdraw Service Provider Content provided by you, and you understand it remains your sole responsibility to monitor your Service Provider Content and ensure that such edited Service Provider Content is accurate and consistent with your representations and warranties in these Terms. You further agree that you are the author of all Service Provider Content you create and submit to the Platform and that you are the owner of such Content, subject to the license rights granted in these Terms.

Zoyap reserves the right, at any time and without prior notice to you, to remove or disable access to Service Provider Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Platform or Users or service providers, or for any other reason.

Emergency Contact / Kids Details

Incase of emergency Service Providers need kids details like Name, Age, Gender, Parents phone number, School, Grade to Identify parents. These details would be valuable for quick/correct identification while racing against time.

When user registers their kids for a service, they should provide this information after booking the service on Zoyap Platform. Zoyap sends your kids details to the service provider to be kept handy in case of emergencies.

By signing up, agreeing to purchase a service and adding kids details to the service that was bought on Zoyap platform, Parents / Guardians agree to send your kids information to service provider by Zoyap platform.

Without attaching kids details to the service your purchase will be incomplete.

This is a common practice. If you have any concerns you can call service provider and inform them.

Zoyap Service Provider Fees and Taxes

In connection with use of the Platform, Zoyap charges Service Providers fees related to the use of the Platform / services rendered ("Zoyap Fees") and fees associated with the payment transactions and distributions through Stripe Connect (“Stripe Fees”).

Zoyap Fees are 5% of the cost of the services purchased on the Platform by each User, plus $ 0.30 per booking.

Stripe Fees are 2.9% of the of the cost of the services purchased on the Platform by each User, plus $0.30 per booking.

Zoyap reserves the right to modify its pricing model at any time. If pricing changes, a notification will be sent to your registered email address.

Charges explained with Example:

  1. Customer makes a purchase on the Platform for $200
  2. Stripe Connect Fee [ 2.9% + $0.30 ] = $6.10
  3. Zoyap Platform Service Fee [5% + $0.30 ] = $10.30
  4. Service Provider will be paid $183.60 = [ $200 - [ $10.30 + $6.10 ] ]

When a User purchase a service provider for service and pays the cost of the service, Stripe Connect will charge the Users credit/debit card. Stripe Connect then transfers the payment to the Service Provider’s Stripe account, minus the Zoyap Fees and Stripe Fees. Payment may be subject to transaction delays by applicable banking institutions.

Service Providers are responsible for detailed refund policies and other terms and conditions in the section allocated to them when posting a service.

Service Providers have a complete view of end to end transaction, as Stripe provides monthly and yearly reports summarizing financial activity. Service Providers will be sent reports detailing Stripe Fee and Zoyap Fee payments as well.

Service Providers shall be responsible for preparing and paying its business taxes. Zoyap is not responsible for Service Provider tax returns or documents.

Zoyap may also charge penalty fees for fraud, misconduct or other violations of these Terms (“Penalty Fees”), as determined by our sole discretion. You agree to pay all applicable charges based on the Zoyap Fee and Stripe Fee then in effect, regardless of whether you have an active account. Charges shall be made to your credit card, PayPal, Stripe or other payment method designated at the time you make a purchase or register for a service. If you do not pay on time or if Zoyap cannot charge a credit card, PayPal, Stripe or other payment method for any reason, Zoyap reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. Such communication may be made by Zoyap or by anyone on its behalf, including but not limited to third party collection agents. If you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Zoyap may charge such unpaid Fees to your credit card or otherwise bill you for such unpaid Fees. You understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisers, and that we Zoyap cannot and do not offer specific tax advice.

Promoter Zoyap Account

Access to the Platform is only available to registered Promoters who have expressly agreed to this Promoter Agreement and our Privacy Policy.

When you sign up as a Promoter, Zoyap will ask for you to fill out a form. Zoyap will verify the form and determine whether you may be added to the platform as an official Promoter. If you qualify at Zoyap’s sole discretion, we will send you a link to register with the platform. Only adults ages 18 and older may be Zoyap Promoters.

Upon registration, Promoters will be added to Zoyap’s Promoter List where Service Providers can find them and request their marketing and promotion services.

Promoters will be asked to set up a Stripe Connect account. All transactions will be conducted through Stripe, and payment information will not be stored in any way or form by Zoyap. These payment details will be directly sent to Stripe and will not be stored in any way or form by Zoyap. As your payment will be governed by Stripe, you should review their Terms of Use and Privacy Policy which govern your transactions. Zoyap expressly disclaims liability for any issues between our users and Stripe, including but not limited to security breaches or credit card theft.

You agree to provide accurate, current, and complete information during the registration or request submission process and at all other times when you use the Platform, and to update information to keep it accurate, current, and complete. You are solely responsible for safeguarding your Zoyap password and, if applicable, your Third-Party Site Password. You are solely responsible for all activity that occurs on your account, and you will notify Zoyap immediately of any unauthorized use. Zoyap is not liable for any losses by any party caused by an unauthorized use of your account. Notwithstanding the foregoing, you may be liable for the losses of Zoyap or others due to such unauthorized use.

When a Promoter deletes its account, Zoyap temporarily suspends and holds the Promoter account and Stripe Connect data until all transactions have been cleared. Once the account is deleted, Promoters should contact Stripe with any issues, questions or concerns regarding payment & transaction.

If the Promoter wishes to use an after account has been deleted from the Platform, they will be required to newly register with the Platform.

Selection of Promotors by Service Providers

Service Providers may request the services of a Promoter though Zoyap’s Promoter List. Service Providers may log in and post a class, activity, flyer or event. Once the service is posted, they will be prompted to choose whether they would like to seek a Promoter(s) to promote their event based on the list of Promoters in their area. Each Promoter’s fee will be listed, which is in addition to Zoyap’s fees & Stripe fee listed in the Service Provider Agreement.

Promoter Selection and Promoter Dashboard

Promoter services begin only after a Service Provider selects the Promoter. Upon the Service Provider’s selection, the service will be sent to the Promoter for their review and approval. The Promoter may accept or decline the service promotion for any reason. Only when Promoter Approves, They agrees to promote the Service. If Promoter rejects then Vendor will be notified that promoter did NOT agree to Promote. Promoter need NOT explain the reason, But if they wish they can provide details on rejection. Vendor should make sure the content in class, event, flyer is appropriate for kids age 0-17.

If Promoter rejects a flyer for which vendor paid upfront, then the amount will be refunded to vendor.

Promoter has all rights to approve / reject a service ( Class, Event, Deal, Flyer etc )

Once a Promoter agrees to promote a Service Provider’s services, their service will be added to a list available on the Promoter Dashboard located in the Promoter’s Zoyap account. The Promoter Dashboard will contain details about the Service to be promoted, including its location, description, business owner information, cost, date/time, etc. Promoters may use this information to promote to the list of users in their area.

Service Providers may review whether Promoters are promoting by reviewing the view count reflected in the Vendor Dashboard. Only when a Promoter successfully promotes a service, and only when a user buys the service, the promoter will be paid their share of promotion fee..

Promoter Background Checks

Zoyap does not personally perform a background check on Promoters who sign up, however individual Promoters will be vetted and reviewed using Checkr, an industry leading third-party background check API. Only after Checkr verification is successful will individuals be allowed to use Zoyap as a Promoter. If a Promoter fails the verification on Checkr, then they will be notified and will not be allowed to register. A copy of the Checkr report will be sent to the Promoter. If you are a Promoter and you believe there has been a mistake in your Checkr report, please contact us at support@zoyap.com.

Ultimately, Zoyap only acts as an online marketplace that connects parents and guardians with Promoters. We expressly disclaim liability for any dispute between a Promoter and Service Provider as a result of being connected through Zoyap.

Promoter Representations and Warranties

By registering or using Zoyap, Promoters represent and warrant that they, and the employees, agents, contractors, and subcontractors who may perform work for them, are properly and fully qualified and experienced, background checked and licensed, certified, bonded, and insured, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their services and in relation to the specific job they are performing. Promoters also represent and warrant that they are adults ages 18 or older.

Promoter Content

We may, in our sole discretion, permit Promoters to populate, post, upload, publish, submit or transmit content including but not limited to photographs, videos, business information, email, facility details, phone number, address, texts, rating, and social media links (“Promoter Content”). By making available any Promoter Content on or through the Platform, you hereby grant to Zoyap a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Promoter Content by any means to promote, market or advertise the Platform or Services, or for any other purpose in our sole discretion, with the exception of private messaging, which will not be used by Zoyap in public advertising. The license granted by you to Zoyap shall survive termination of the Platform or your account.

You acknowledge and agree that you are solely responsible for all Promoter Content that you make available on or through the Platform. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all Promoter Content that you make available on or through the Platform or you have all rights, licenses, consents and releases that are necessary to grant to Zoyap the rights in such Promoter Content, as contemplated under this Agreement; and (b) neither the Promoter Content nor your posting, uploading, publication, submission or transmittal of the Promoter Content or Zoyap’s use of the Promoter Content (or any portion thereof) on, through or by means of the Platform will infringe, misappropriate or violate a third party's patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree that Zoyap may proofread, summarize or otherwise edit and/or withdraw Promoter Content provided by you, and you understand it remains your sole responsibility to monitor your Promoter Content and ensure that such edited Promoter Content is accurate and consistent with your representations and warranties in this Agreement. You further agree that you are the author of all Promoter Content you create and submit to the Platform and that you are the owner of such Content, subject to the license rights granted in this Agreement.

Zoyap reserves the right, at any time and without prior notice to you, to remove or disable access to Promoter Content that we, in our sole discretion, consider to be objectionable for any reason, in violation of this Agreement or otherwise harmful to the Platform or Users or Promoters, or for any other reason.

Zoyap Promoter Fees and Taxes

In connection with use of the Platform, Zoyap charges Service Providers fees related to the use of the Platform ("Zoyap Fees") and fees associated with the payment transactions and distributions through Stripe Connect (“Stripe Fees”).

During registration, the Promoter will choose their fees, namely the percentage charged by the Promotor to Service Providers for their services per successful booking. This is called Promoter Fee. Promoter Fee is in addition to Zoyap Fee and Stripe Fee. Promoters normally charge between 2% and 5% of the total activity cost of booking. Promoters have option to choose either fixed price or a % for their service.

Stripe Fees are 2.9% of the of the cost of the services purchased on the Platform by each User, plus $0.30 per booking.

Zoyap sends promoter fee to Promoter on Monthly basis. These transfers are done via Stripe Platform. Stripe charges a Fee for this Money transfer from Zoyap Stripe Account to Promoter Stripe Account. Hence when Zoyap transfers Promoter fee on monthly basis, Promoters will get their fee after stripe has deducted its Stripe Fee [ 2.9%+ 0.30cents ]. For example, if Promoter has earned $100 as promoter fee. Zoyap initiates a transfer of $100 Promoter Fee, But Stripe takes a transfer fee of $3.20 [ 2.9%+0.30 cents of amount transferred ] and transfers $96.80 in to Promoter’s Stripe Account.

Promoter will get his percentage share of a service cost only when a user purchases a service on Zoyap platform. Promoters must promote for their specified amount of time, and will be held liable if Promoter accepts a fee but did not perform promoting services. Service Providers must monitor whether Promoters are performing their services – Zoyap is not responsible for monitoring Promoter activities and disclaims liability if a Promoter does not promote.

If Zoyap cannot charge a credit card, PayPal, Stripe or other payment method for any reason, Zoyap reserves all rights permissible under law to recover payment and all costs and expenses incurred, including reasonable attorneys' fees, in our pursuit of payment. You explicitly agree that all communication in relation to delinquent accounts or Fees due will be made by electronic mail or by phone. Such communication may be made by Zoyap or by anyone on its behalf, including but not limited to third party collection agents. If you cancel your account at any time, you will not receive any refund. If you have a balance due on any account, you agree that Zoyap may charge such unpaid Fees to your credit card or otherwise bill you for such unpaid Fees. You understand and agree that you are solely responsible for determining your own tax reporting requirements in consultation with tax advisers, and that we cannot and do not offer any specific tax documents or tax advice or services. Zoyap will NOT send any statements on weekly or monthly or quarterly or yearly basis. Zoyap will NOT send any Tax documents as well. Zoyap is NOT responsible for your taxes in any which way or from. Promoter takes all responsibilities in regard to Taxes.

Refund Policy

User should read the Service Provider’s Terms and Conditions, including its specific refund policies, before making a purchase from a Service Provider. Once a User agrees and makes a purchase, they are to be bound by the Service Provider’s Terms and Conditions.

Zoyap as a platform has a Terms of Use and Refund Policy associated with the purchase of services on the Platform. However, Users are also bound by Terms and Conditions and Refund Policy of the individual Service Provider from whom they have purchased services.

When a User requests a refund, the User will be provided a full or partial refund depending on the Service Provider’s Terms and Conditions and Refund Policy. Zoyap will NOT be involved with any discussions between Users and Service Providers regarding refunds. Zoyap will NOT be mediating in any which way or form. Zoyap has NO right to influence service provider on refunds. User & Service provider should talk to each other and try to settle refund amicably.

However, if a Service Provider cancels its services, Zoyap will initiate a full refund to the User’s account automatically. Service Providers will not be reimbursed for the Stripe Fee if they cancel their services after payment is received from a User. Stripe Fee will NOT be reimbursed in any refund as stripe facilitated the transaction.

Service Providers are responsible for informing Users of cancelled services as soon as reasonably possible.

Zoyap provide the Platform as a facilitator between Users and Service Providers for the purchase of services.

Zoyap is NOT to be held responsible for any of the following issues:

  1. User failing to attend a service and requesting a refund.
  2. User breaching the Service Provider’s Terms and Conditions or Refund Policy.
  3. Refunds due to unsatisfactory performance of service by a Service Provider.
  4. Refunds due to cancellation of services by Service Providers for unforeseeable reasons.
  5. Service Providers refusal to provide a full or partial refund for any reason.
  6. Service Provider cancellation of its service and failure to provide either full or partial refund.
  7. Late fees charged by Service Providers
  8. Breach of Service Provider Terms and Conditions by either party.
  9. Users complaining about the quality/cost/non-availability of used products
  10. Service provider says a deal is NOT valid
  11. User / Service Provider suing each other for various reasons
  12. Service Provider NOT showing up for a service

Your Use of the Services

Subject to your strict compliance with these Terms of Use, the Company grants you a limited, personal, non-exclusive, revocable, non-assignable, and non-transferable right and license to use the Platform in order to generate Content, view Content, share and download Content using the features of the Platform where the appropriate functionality has been enabled.

The above licenses are conditional upon your strict compliance with these Terms of Use including, without limitation, the following:

(i) You must not copy, rip or capture, or attempt to copy, rip or capture, any Content from the Platform or any part of the Platform, other than by means of download or sharing in circumstances where we have elected to permit downloads and sharing of the relevant Content.

(ii) You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.

(iii) You must not alter or remove, attempt to alter or remove, any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Platform or any Content appearing on the Platform (other than your Content).

(iv) You must not, and must not permit any third party to, copy or adapt the object code of the Platform or, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Platform, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than your Content.

(v) You must respect the wishes of other users. If you are blocked by another user, you agree to not attempt to contact them on Zoyap either from the account you were blocked from or any other account.

(vi) You must not use the Platform to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:

  • any Content that is offensive, abusive, libelous, defamatory, obscene, racist, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in the Company’s reasonable discretion;
  • any information, Content, or other material that violates, plagiarizes, misappropriates, or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
  • any Content that violates, breaches, or is contrary to any law, rule, regulation, court order, or is otherwise is illegal or unlawful in the Company’s reasonable opinion;
  • any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which actually or potentially could overburden, impair or disrupt the Services or servers or networks forming part of, or connected to, the Services, or which actually or potentially could restrict or inhibit any other user's use and enjoyment of the Services; or
  • any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.

(vii) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offence, give rise to civil liability or otherwise violate any law or regulation.

(viii) You must not deliberately impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity, for example, by registering an account in the name of another person or company or sending messages or making comments using the name of another person.

You agree to comply with the above conditions and acknowledge and agree that Zoyap has the right, in its sole discretion, to terminate your account or take such other action as we see fit if you breach any of the above conditions or any of the other terms of these Terms of Use. This may include taking court action and/or reporting offending users to the relevant authorities.

Intellectual Property Rights

The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by the Company, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.

All related names, logos, product and service names, designs, and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs, and slogans on the Platform are the trademarks of their respective owners.

These Terms of Use permit you to use the Platform for your personal use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:

  • Your computer may temporarily store copies of such materials in RAM incidental to your accessing and viewing those materials.
  • You may store files that are automatically cached by your Web browser for display enhancement purposes.
  • If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal, non-commercial use, provided you agree to be bound by our end user license agreement for such applications.

You must not:

  • Modify copies of any materials from the Platform.
  • Delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Platform.

You must not access or use for any commercial purposes any part of the Platform or materials available through the Website.

If you wish to make any use of material on the Platform other than that set out in this section, please address your request to: support@zoyap.com

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the Services not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

Copyright Infringement and the Digital Millennium Copyright Act (DMCA) Safe Harbor

We take the intellectual property rights of others seriously and require that users of Zoyap do the same. The Digital Millennium Copyright Act (DMCA) established a process for addressing claims of copyright infringement that we have implemented for our Services. If you own a copyright or have authority to act on behalf of a copyright owner and want to report a claim that a third party is infringing that material on or through Zoyap, please send a notice to our copyright agent that includes all of the items below and we will expeditiously take appropriate action:

  1. A description of the copyrighted work that you claim is being infringed;
  2. A description of the material you claim is infringing and that you want removed or access to which you want disabled and the URL or other location of that material;
  3. Your address, telephone number, and email address;
  4. The following statement: “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”;
  5. The following statement: “The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed”; and
  6. An electronic or physical signature of the owner of the copyright or a person authorized to act on the owner's behalf.

Our designated copyright agent to receive such claims can be reached at support@zoyap.com.

We may, in appropriate circumstances, disable or terminate the accounts of users who may be repeat infringers.

This process does not limit our ability to pursue any other remedies we may have to address suspected infringement.

Third Party Websites and Services

The Platform may provide you with access to and/or integration with third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (hereinafter “External Services”).

The Company does not have or maintain any control over External Services and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, the Company does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or Services provided by such External Services.

External Services may have their own terms of use and/or privacy policy, and may have different practices and requirements to those operated by the Company with respect to the Services. You are solely responsible for reviewing any terms of use, privacy policy, or other terms governing your use of these External Services, which you use at your own risk. You are advised to make reasonable inquiries and investigations before entering into any transaction, financial or otherwise, and whether online or offline, with any third party related to any External Services.

You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services, and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.

The Company disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against the Company with respect to the content or operation of any External Services.

Disputes Between or Among Users and Service Providers

Zoyap values our Users and Service Providers, and we understand that occasionally disputes may arise between or among them. Zoyap expects Users resolve such disputes independently. In the rare event a dispute initiated by either a Service Provider or a User cannot be resolved independently on their own, then a neutral third party mediation or arbitration can be considered between user / service provider. Zoyap will NOT be responsible for any mediation, arbitration, facilitation between user and service provider.

Notwithstanding the foregoing, you acknowledge and agree that ZOYAP is under no obligation to become involved in or impose resolution in any dispute between or among Users or service providers or any third party. Zoyap will not accept any financial responsibility nor pay any kind of legal fee to any party.

Zoyap will not be responsible for any interaction between Users and Service Providers once performance of services has begun. Zoyap will not be responsible in disputes between Users and Service Providers related to refunds of fees, unsatisfactory performance of services, any and all economic or bodily harm including but not limited to physical or emotional injury of any kind. Also Zoayp will NOT be responsible for users / service providers dissatisfaction, injury, complains, security, fraud, unhealthy environment, in-appropriate behavior, facility, instruments, sports gears, environment, travel, use of drugs, sexual assaults, violations, transportation, medicine, emergency, death, fights, fire, smoke, water, natural calamities, weapons, bodily harm, chemicals, weather, overall Safety complaints or reports between users and service providers, any unforeseen events etc.

Dispute Between or Among Users and Promoters

Zoyap values our Users and Promoters, and we understand that occasionally disputes may arise between or among them. Our goal is to provide tools to help Users resolve such disputes independently.

Notwithstanding the foregoing, you acknowledge and agree that Zoyap is under no obligation to become involved in or impose resolution in any dispute between or among Promoters, Users or any third party. Zoyap will not accept any financial responsibility nor pay any kind of legal fee to any party.

Zoyap will not be responsible for any interaction between Users and Promoters once performance of services has begun or even purchased. Zoyap will not be responsible in any disputes between Users and Promoters related to refunds of fees, unsatisfactory performance of services, and any and all economic or bodily harm including but not limited to physical or emotional injury of any kind.

Feedback, Reviews and Ratings

You acknowledge and agree that all feedback, comments, discussions, emails, notifications, messages, questions, ratings, reviews and suggestions (“Reviews”) you [ both user & service Provider] provide on the Platform are the sole and exclusive property of Zoyap. You hereby irrevocably assign to Zoyap all of your right, title, and interest in and to all Feedbacks, Ratings, Reviews, including without limitation all worldwide patent, copyright, trade secret, and other proprietary or intellectual property rights therein, and waive any moral rights you may have. At our request, you will undertake any tasks we may reasonably request to assist us in acquiring, perfecting and maintaining intellectual property rights and other legal protections for the Feedback/Ratings/Reviews. Zoyap shall have no obligation concerning the Ratings/ Reviews/Feedback, including but not limited to no obligation to return any materials or acknowledge receipt of any Reviews/Ratings/Feedback. By sending or otherwise transmitting Reviews/Ratings/Feedback to Zoyap, you represent and warrant that you have the right to disclose the Reviews/Ratings/Feedback and the they do not violate the rights of any other person or entity. This section shall survive any termination of your Account or the Platform. The Feedbacks/Ratings/Reviews/Emails/Notifications/Suggestions/Questions/Texts that provided on the Platform will remain in Zoyap’s system and will be visible to everyone for foreseeable future even after a User or Service Provider no longer has an active account on the Platform.

Disclaimer

THE PLATFORM, INCLUDING, WITHOUT LIMITATION, THE WEBSITE, MOBILE APPLICATION AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE, MOBILE APPLICATION OR OTHERWISE, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”

YOU AGREE AND ACKNOWLEDGE THAT YOU ASSUME FULL, EXCLUSIVE, AND SOLE RESPONSIBILITY FOR THE USE OF AND RELIANCE ON THE PLATFORM, AND YOU FURTHER AGREE AND ACKNOWLEDGE THAT YOUR USE OF OR RELIANCE ON THE PLATFORM IS MADE ENTIRELY AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO COMPLY WITH ALL APPLICABLE LAWS WHILE USING THE PLATFORM.

WHILE THE COMPANY USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE PLATFORM AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO THE COMPANY’S ATTENTION, THE COMPANY MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE PLATFORM, OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE SERVICES OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE PLATFORM WILL BE SECURE OR THAT ANY ELEMENTS OF THE SERVICES DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION.

THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.

YOUR USE OF THE PLATFORM, SERVICES OR COLLECTIVE CONTENT SHALL BE SOLELY AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT ZOYAP DOES NOT HAVE AN OBLIGATION, BUT RESERVES THE RIGHT FOR ANY REASON, TO (A) MONITOR OR REVIEW USER/VENDOR CONTENT; OR (B) CONDUCT IDENTITY VERIFICATION, BACKGROUND OR REGISTERED SEX OFFENDER CHECKS ON ANY MEMBER, INCLUDING BUT NOT LIMITED TO SERVICE MEMBERS AND CUSTOMER MEMBERS. THE PLATFORM IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ZOYAP AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT; ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF OR IN TRADE; ANY WARRANTIES, REPRESENTATIONS, OR GUARANTEES IN CONNECTION WITH THIS PLATFORM OR THE SERVICES OFFERED ON OR THROUGH THIS PLATFORM; AND ANY WARRANTIES RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THIS PLATFORM, INCLUDING WITHOUT LIMITATION ALL COLLECTIVE CONTENT. ZOYAP MAKES NO WARRANTY THAT THE PLATFORM OR SERVICE PROVIDERS WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ZOYAP ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS OR PAYMENT DETAILS OR USE OF THE PLATFORM. ZOYAP SHALL NOT BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY DATA, INFORMATION, MATERIALS, SUBSTANCE, OR COLLECTIVE CONTENT POSTED, TRANSMITTED, OR MADE AVAILABLE VIA THE PLATFORM. ZOYAP SHALL NOT BE LIABLE FOR ANY SECURITY BREACH, CREDIT CARD FRAUD, IDENTITY THEFT, CREDIT/DEBIT CARD THEFT, LICENSE MISUSE, IMAGE/CONTENT MISUSE FOR BOTH USER AND VENDOR. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZOYAP OR THROUGH THE PLATFORM, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OR MEMBERS OR SERVICE PROVIDERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO ANY CUSTOMER MEMBERS, SERVICE MEMBERS OR SERVICE RECIPIENTS. YOU UNDERSTAND THAT ZOYAP DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE PLATFORM OR TO REVIEW OR VET ANY SERVICES / SERVICE PROVIDERS. ZOYAP MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS/SERVICE PROVIDER OF THE PLATFORM OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS/SERVICE PROVIDERS OF THE PLATFORM. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS/SERVICE PROVIDERS OF THE PLATFORM AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE PLATFORM, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON AND GIVE OR RECEIVE SERVICES. ZOYAP EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY USERS OR THIRD PARTIES. ZOYAP WILL NOT BE RESPONSIBLE FOR ANY USER / VENDOR INTERACTIONS BETWEEN EACH OTHER OUTSIDE OF THIS PLATFORM. ZOYAP WILL NOT TAKE ANY RESPONSIBILITY FOR ANY OUTCOME AS A RESULT OF MEETING/INTERACTING OUTSIDE OF THIS ZOYAP PLATFORM.

Limitation of Liability

THE COMPANY’S AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY COST TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR ANY INTANGIBLE LOSS, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, OR ANY OTHER SERVICES PROVIDED TO YOU BY THE COMPANY.

This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, any form of error, or breakdown in the function of the service, or any other legal theory or form of action.

ALTHOUGHT NOT AN EXHAUSTIVE LIST AND WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:

1. ANY LOSS OR DAMAGE ARISING FROM:

(A) YOUR RELIANCE ON THE CONTENT OF THE PLATFORM, INCLUDING WITHOUT LIMITATION, CONTENT ORIGINATING FROM THIRD PARTIES, OR FROM ANY COMMUNICATION WITH THE PLATFORM;

(B) YOUR INABILITY TO ACCESS OR USE THE PLATFORM OR ANY PART OR PARTS THEREOF, INCLUDING DELETION OR CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE PLATFORM, OR YOUR ABILITY TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE SERVICES;

(C) ANY CHANGES THAT THE COMPANY MAY MAKE TO THE PLATFORM OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE PLATFORM OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;

(D) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTSHOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE PLATFORM, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY THE COMPANY OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE SERVICES;

(E) ANY ERRORS OR OMISSIONS IN THE SERVICES’S TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT;

(F) YOUR FAILURE TO PROVIDE THE COMPANY WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR ACCOUNT LOGIN INFORMATION SUITABLY CONFIDENTIAL;

(G) ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA, OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH;

(H) ANY LOSS OF PROFITS, INCLUDING THOSE CAUSED BY YOUR RELIANCE ON THE SERVICES, OR ANY LOSS YOU SUFFER WHETHER OR NOT IT IS FORESEEABLE.

(I) ANY PRODUCTS THAT ARE DAMAGED OR LOST IN TRANSIT. REPLACEMENT PRODUCTS WILL NOT BE PROVIDED IF DELIVERY TRACKING SERVICES INDICATE THAT THE PACKAGE WAS DELIVERED.

ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST BE NOTIFIED TO THE COMPANY AS SOON AS POSSIBLE.

APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND THE COMPANY, AND THAT THE COMPANY’S LIABILITY WILL BE LIMITED ENTIRELY, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

Indemnification

You hereby agree to indemnify, defend, release and hold harmless the Company, its successors, assigns, affiliates, agents, directors, officers, employees, subsidiaries and shareholders from and against any and all claims, liabilities, obligations, damages, losses, expenses, and costs, including without limitation reasonable attorneys' fees and accounting fees resulting from:

(i) any violation by you of these Terms of Use

(ii) any activity related to your account, be it by you or by any other person accessing your account with or without your consent.

(iii) Your User/Service provider content or collective content

(iv) the request or receipt or offer or provision of Services by you [ User/Service Provider], including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with such Services.

If you are a California resident, you waive California Civil Code Section 1542, which provides:

A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.

If you are not a California resident, you waive your rights under any statute similar to Section 1542 that governs your rights in the jurisdiction of your residence.

Data Protection, Privacy, and Cookies

All personal data that you provide to us in connection with your use of the Platform is collected, stored, used, and disclosed by the Company in accordance with our Privacy Policy, which is in compliance with California and European Union Privacy Law. Users accessing the Website from outside the United States do so at their own risk. In addition, in common with most websites, we use cookies, location data, and other user information to help us understand how people are using the Services, so that we can continue to improve the service we offer. The Privacy Policy, as may be updated by the Company from time to time in accordance with its terms, is hereby incorporated into these Terms of Use, and you hereby agree to the collection, use and disclose practices set forth therein.

Changes to the Platform, Accounts, and Pricing

The Company reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Services or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, we shall use its reasonable endeavors to notify registered users of such decision in advance.

You hereby agree that the Company and its subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers, and shareholders shall not be liable to you or to any third party for any changes or modifications to the Website, and/or any Services that we may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Website, the Services or any part or parts thereof, or your possibility to use or access the same from or within any territory or territories.

We may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason, and may change the prices charged for any of its Platform from time to time. In the event of any increase in the price or material reduction in the features of your Account, such change(s) will be communicated to you. We will provide notifications of the proposed changes by email to the then current email address that we have on record. You will have no obligation to continue using the Platform following any such notification, but if you do not terminate your account, your continued use of your account will constitute your acceptance of the changes to your account.

Account Suspension / Termination

You may terminate this Agreement at any time by deleting your account and thereafter by ceasing to use the Platform. If you terminate this Agreement you no longer have access to any of your account information, including any Content you sent or received.

The Company may suspend your access to the Platform and/or terminate this Agreement at any time. We may, in our discretion, with or without cause, with or without prior notice and at any time, decide to limit, block, suspend, deactivate or cancel your ZOYAP Account [ User / Vendor / Service Provider accounts ] in whole or in part. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Platform or your User Content, or receive assistance from ZOYAP support teams; (b) if appropriate in our sole discretion, we may communicate to other users that your Account has been terminated, and why it has been terminated; and (c) you will not be entitled to any compensation for Platform services or Services cancelled or delayed or as a result of Account termination. You may cancel your use of the Platform and/or terminate your Account at any time by deleting your account." Please note that if your Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Platform, including, but not limited to, any ratings/reviews/feedback. Account cannot be revived again for use.

No Agency Relationship

These Terms of Use and your use of the Platform do not create, and shall not be construed as creating, any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship in any way and of any kind between the parties hereto. Your use of the Platform is intended for your enjoyment and benefit and the provision of the Platform to you (subject to your compliance with these Terms) constitutes the sole and sufficient consideration.

Assignment to Third Parties

The Company may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without notice including without limitation, to any person or entity acquiring all or substantially all of the assets or business of the Company. You may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of the Company.

Severability

Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.

Entire Agreement

These Terms of Use, together with the Privacy Policy, constitute the entire agreement between you and the Company with respect to your use of the Services and supersede any prior agreement between you and the Company. Any modifications to this Agreement must be made in writing.

Third Party Rights

These Terms of Use are not intended to give rights to anyone except you and the Company. This does not affect our right to transfer our rights or obligations to a third party.

General

Force Majeure: Other than payment obligations, neither ZOYAP nor you shall be liable to the other for any delay or failure in performance under the Terms arising out of a cause beyond its control and without its fault or negligence. Such causes may include but are not limited to fires, floods, earthquakes, strikes, unavailability of necessary utilities, blackouts, acts of God, acts of declared or undeclared war, acts of regulatory agencies, or national disasters.

No Third-Party Beneficiaries: You agree that, except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms.

Contacting You and E-SIGN Consent: You agree that ZOYAP may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Platform or on Mobile App or Text notification or just app notification. On every occasion by signing in Zoyap, you [ User & Vendor ] agree to the present/current terms and conditions and privacy policy. With your consent, ZOYAP or Service Members may also contact you by telephone or through text messages. If you have agreed to receive text messages or telephone calls from ZOYAP or Service Members, you also consent to the use of an electronic record to document your agreement. You may withdraw your consent to the use of the electronic record by sending an email to support@ZOYAP.com with "Revoke Electronic Consent" in the subject line. To view and retain a copy of this disclosure or any information regarding your enrollment in this program, you will need (a) a device (such as a computer or mobile phone) with a web browser and Internet access; and (b) either a printer or storage space on such device. For a free paper copy, or to update our records of your contact information, send an email to support@ZOYAP.com with contact information and the address for delivery.

Entire Agreement: These Terms, together with the Privacy Policy and any other legal notices or additional terms and conditions or policies published by ZOYAP on the Platform, shall constitute the entire agreement between you [ User / Service Provider ] and ZOYAP concerning the Platform or Services obtained through the Platform. Except as explicitly stated herein, if any provision of the Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Terms, which shall remain in full force and effect.

Waiver: No waiver of any provision of this Terms shall be deemed a further or continuing waiver of such term or any other term, and ZOYAP's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Statute of Limitations: You [ User / Service Provider ] agree that regardless of any statute or law to the contrary, any claim arising out of or related to the Platform or the Services offered therein must commence within 6 Months after the cause of action accrues. Otherwise, such cause of action is permanently barred.

Applicable Law and Jurisdiction

These Terms of Use shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law.

ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH, TERMINATION, ENFORCEMENT, INTERPRETATION OR VALIDITY THEREOF, INCLUDING THE DETERMINATION OF THE SCOPE OR APPLICABILITY OF THIS AGREEMENT TO ARBITRATE, SHALL BE DETERMINED BY ARBITRATION IN SAN FRANCISCO, CALIFORNIA BEFORE ARBITRATOR(S). THE ARBITRATION SHALL BE ADMINISTERED BY JAMS PURSUANT TO ITS COMPREHENSIVE ARBITRATION RULES AND PROCEDURES AND IN ACCORDANCE WITH THE EXPEDITED PROCEDURES IN THOSE RULES OR PURSUANT TO JAMS’ STREAMLINED ARBITRATION RULES AND PROCEDURES. JUDGMENT ON THE AWARD MAY BE ENTERED IN ANY COURT HAVING JURISDICTION. THIS CLAUSE SHALL NOT PRECLUDE PARTIES FROM SEEKING PROVISIONAL REMEDIES IN AID OF ARBITRATION FROM A COURT OF APPROPRIATE JURISDICTION.

Contact Information

More information about Zoyap is available by contacting support@zoyap.com or by writing to Zoyap, Inc., 19608 Pruneridge Avenue, Apt 6309, Cupertino, CA-95014.

ACKNOWLEDGEMENT

BY USING OR REGISTERING WITH THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.