Zette Terms of Service

Effective Date: June 10, 2022

Hello, and welcome to Zette!

To try to make this legal agreement easier to read, we use capitalized terms throughout these Zette Terms of Service – they’re either defined below or defined in our “Privacy Policy”. To start, even though our legal name is OffTopic, Inc. (d/b/a Zette), we call ourselves “Zette” or “we”, and we call you, well, “you”. We also call these Zette Terms of Service “Terms”.

Zette operates a business that – through our Zette Extension defined below – enables users to “unlock” articles and other content on digital properties (for example, a news article that would otherwise be kept behind the paywall of a publisher’s website) so that users can access, read, and otherwise consume such articles and content. We call such articles and content of our publisher clients “Publisher Content”, and we call such publisher clients our “Publishers”.

Before you use (i) our Zette browser extension and other (including application-based) extension(s) and associated Zette technology (we call such extensions and technology, together, “Zette Extension”), (ii) any of our other products or services, and/or (iii) our website (www.zette.com) or any of our other digital properties (we call such website and digital properties, together, “Site”), please read not only these Terms, but also our Privacy Policy. In these Terms, we call our Zette Extension, our other products and services, and our Site, individually and collectively, our “Services”. Certain Zette Services and features – which we call “Subscription Services” – require a “Subscription” and are subject to Subscription fees/charges, while other Zette Services are made available without charge.

These Terms represent a legal agreement between you and us, govern the use of our Services, and are binding on you as a user of our Services. By using our Services, you agree that: (a) your such use is and will be subject to these Terms; and (b) you will comply with and be bound by these Terms.

PLEASE READ CAREFULLY – THESE TERMS SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING RIGHTS TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. AMONG OTHER THINGS, SECTION 5 OF THESE TERMS PROVIDES THAT, IN THE EVENT YOU HAVE A CLAIM AGAINST OR DISPUTE WITH ZETTE: YOU WILL FIRST REACH OUT TO US AND GIVE US 60 DAYS TO TRY TO WORK IT OUT; IF YOU AND WE CAN’T WORK IT OUT IN THAT TIME, SUCH DISPUTE MUST BE SETTLED BY AN ARBITRATOR; AND YOU CAN’T MAKE OR JOIN A “CLASS ACTION” CLAIM. IF YOU DO NOT WISH TO AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES.

SERVICES
1. Obligations; Services.
2. 1. Use of our Services is subject to your compliance with these Terms and all applicable laws, rules, and regulations. Zette Services are solely for your personal and non-commercial use.
  2. Certain Services, including our Subscription Services, require you to create an account with Zette (each, a “Zette Account”). Different Zette Account tiers have different rights, conditions, and/or limitations, which will be disclosed at the time of Zette Account creation, in your Zette Account, and/or in other communications providedor made available to you. The Publisher Content accessible through our Zette Extension and/or our other Services maychange from time to time, and the type and quantity of Publisher Content available to you through our Zette Extension and/or our other Services may vary, including based on your location and your Zette Account tier.
  3. You hereby represent, warrant, and covenant that:
  4. 1. You have, and during such time as you use our Services will have, the legal authority to enter into these Terms and to perform your obligations under these Terms; and
    2. You will access and use our Services in compliance with these Terms and with all applicable laws, rules, and regulations.
  1. You hereby agree that:
  2. 1. You will access and use our Services in compliance with these Terms;
    2. You will be responsible for all activity that occurs through your Zette account; and
    3. All information that you provide in connection with our Services, including the information that you provide when you register for our Services and create your Zette account, is and will be true, complete, and correct, and you will promptly update your Zette account in the event of any changes to such information.
1. 1. By adding/downloading our Zette Extension, you acknowledge and agree that you may receive, without further notice, updated versions of our Zette Extension and related Zette and/or third-party software.
  2. By using our Services, you acknowledge and agree that: (A) you may encounter Publisher Content that may be considered offensive, indecent, or objectionable, even if such Publisher Content has not been identified as such; and (B) Zette has no liability or responsibility for any Publisher Content.
  3. Zette’s provision of the Services does not include the provision of any device/mobile device (each, as defined in our Privacy Policy) or any other equipment necessary to access or use our Services. To use our Services, You will require Internet connectivity and appropriate telecommunication links. You hereby acknowledge and agree that: (A) you are responsible for paying any and all fees and charges, and for complying with the applicable terms of service/agreement, associated with such connectivity and links; and (B) Zette has no liability or responsibility with respect to such connectivity and links.
1. Additional Requirements.
2. 1. Our Services are not intended for children, and you must be at least 18 years of age to create a Zette Account. If you are under 18, you may use our Services only with the involvement and permission of your parent or guardian, who must enter into these Terms on your behalf, and only under such person’s Zette Account.
  2. Our Services are currently not intended for use by individuals in the European Economic Area, the United Kingdom, or Switzerland (each, a “European Jurisdiction”). Until such time (if any) as we permit European Jurisdiction data subjects to create a Zette Account: (A) you may not provide us any personal data of a European Jurisdiction data subject; and (B) if you are a European Jurisdiction data subject, you may not create a Zette Account or use our Services.
1. Automatic Renewal; Your Options; Termination.
2. 1. Automatic Renewal. If you have a Zette Subscription, that Subscription and your payment obligations for Subscription Services will automatically renew until (A) you “cancel” your Subscription or “delete” your Zette Account in accordance with these Terms (see “Your Options” in Section 1(c)(ii) below) or (B) we terminate your Zette Account; you must “cancel” your Subscription or “delete” your Zette Account before such Subscription renews in order for you not to be charged for Subscription Services for the next billing cycle.
  2. Your Options.
  3. 1. Subscription Cancellation. If you “cancel” your Subscription, then, following such cancellation (until such time (if any) as you sign up for a new Subscription):
    2. 1. You may use our Subscription Services, including your then-remaining credits for Publisher Content through such Subscription Services (“Zette Credits”) until the end of your then-current billing cycle;
      2. You will not have payment obligations for the cancelled Subscription Services with respect to any period following your then-current billing cycle; and
      3. You may sign up for a new Subscription at any time in your Zette Account.
    1. Account Deletion. If you “delete” your Zette Account, then:
    2. 1. We will erase, de-identify, or aggregate the personal information/personal data in that account, in compliance with our obligations under applicable laws, rules, and regulations; however, if permitted, we may retain personal information/personal data that we may need, including for security and fraud prevention, to identify and repair errors in our Services, and to comply with legal and regulatory obligations;
      2. You will no longer be able to access such Zette Account, or any of the information that was in your Zette Account prior to termination; and
      3. If you had a Subscription immediately prior to deletion, then: (x) you may no longer use any of your Zette Credits that were remaining at the time of deletion; and (y) you will not have payment obligations for such Subscription Services with respect to any period following your then-current billing cycle.
  1. Termination. We may terminate your Zette Account (including your right to use our Services) if you violate these Terms. If we terminate your Zette Account due to your violation of these Terms, we may terminate all of your remaining Zette Credits.
1. Refund Policy.
2. 1. Except as expressly set forth in Section 1(d)(ii) below, payments are nonrefundable, and there are no refunds for unused Zette Credits or for partially used Subscription periods.
  2. If (A) you sign up for an annual Subscription and (B) you elect to cancel such Subscription or delete your Zette Account within thirty (30) days from the date you sign up for such Subscription, then: (x) such Subscription will be treated as a one (1) month Subscription at the selected Subscription Services tier and (y) we will refund you an amount equal to (I) your paid Subscription fee for the selected Subscription Period minus (II) the standard fee for a one (1) month Subscription at the selected Subscription Services tier.
1. Payment Methods; Third-Party Payment Processors; Financial Obligations.
2. 1. Payment Methods. The fees/charges for your use of our Subscription Services, and any other charges you may incur in connection with such use (such as applicable taxes), will be charged to your Payment Method (as defined below) on each applicable payment date associated with your Zette Account. Your “Payment Method” (A) means the credit card account information, debit card account information, bank account information, or other financial account information you provide in connection with your Zette Account, and (B) is the method through which you (and your Zette Account) may be charged for and/or otherwise responsible for Subscription Services fees and other charges associated with the use of our Zette Extension and other Services. Your billing cycle and payment dates will depend on the your Zette Account tier and/or your Subscription period.
  1. Third-Party Payment Processors. We use a third-party payment processor(s) in connection with our Subscription Services, and the use of, our Zette Extension and our other Services. You hereby acknowledge and agree that:
  2. 1. The Payment Method that you provide when You create your Zette Account and/or subscribe for our Subscription Services (and, if applicable, each additional Payment Method that you provide in connection with your Zette Account from time to time) (I) will not be used, stored, processed, or otherwise accessed by Zette and (II) will be used, processed, and stored by the applicable payment processor; and
    1. Your provision of such Payment Method is to such applicable payment processor, not to Zette (although we may receive from, and provide to, the payment processor a randomly-generated payment “token” in connection with your Zette Account and associated payments); and
    2. The processing of your Payment Method, and any and all other data required or otherwise collected by such third-party payment processor (for example, name, email address, phone number, postal address, commercial information, etc.), is subject to the applicable terms, conditions, and policies of such third-party payment processor. Such third-party payment processor, not Zette, is solely responsible for the provision of payment processing services in connection with your Zette Account and your use of our Subscription Services.
  1. Financial Obligations and Additional Terms. You hereby (A) agree to comply with all financial obligations and terms and conditions with respect to your Payment Method, and (B) acknowledge that other parties (such as your applicable credit card provider, the applicable third-party payment processor, and/or the applicable Publishers) may enforce their terms and conditions directly with you, and that we are not a party to any of those terms and conditions.

USE OF INFORMATION.
1. Privacy Policy.
2. 1. Zette Rights; Consent. Zette’s use of and rights with respect to your information and data is governed by our Privacy Policy. You hereby acknowledge, agree to, and consent to Zette’s rights with respect to the collection, use, and disclosure of your information and data as set forth in our Privacy Policy. Without limiting any of our rights under this section, you hereby acknowledge and agree that: (A) we may provide to Publishers the name, email address, and other “Account Data” (as defined in our Privacy Policy) that you provide us both during and after your Zette registration process; and (B) if you sign up for our email list, we may communicate with you from time to time to provide you with information (including marketing information) about our Services.
  2. International Data Transfers. If you are an EU/EEA/Swiss/UK data subject, you hereby consent to the transfer of your “personal data“ to countries outside your country and/or jurisdiction of residence, including to the United States, in connection with Zette’s provision and operation of our Services and with such other uses and purposes set forth in these Terms and/or in our Privacy Policy.
1. Security.
2. 1. We take reasonable and appropriate steps to protect the security and integrity of our systems and the data we collect. However, you hereby acknowledge and agree that: (A) no method of transmission over the Internet or method of electronic storage or transmission is 100% secure; and (B) we make no guarantee regarding the security of our systems or the data we collect.
  2. You are responsible for maintaining the confidentiality and security of your Zette Account username and password, and agree to immediately notify Zette of any unauthorized use of your Zette Account and/or of your Zette Account username and password via email to contact@zette.com.
1. Feedback.
2. 1. You are not required to provide any ideas, comments, suggestions, reviews, or other feedback (each, “Feedback”) regarding our Services. However, if you provide Feedback to us (either directly or through any of our third-party vendors), you hereby agree that it is done so voluntarily and without any obligation of confidentiality, and you will be deemed to have hereby granted us, and to have hereby represented and warranted that you have all rights necessary to grant us, a fully-paid, perpetual, irrevocable, non-exclusive, transferable, sublicensable, royalty-free, and worldwide license to use your name and Feedback for any purpose, including: (A) the purposes of providing, maintaining, analyzing, developing, and improving our Services; and (B) to use, reproduce, publish, translate, publicly perform and/or display (including on our Site and for purposes of our advertising and marketing), distribute, syndicate, modify, copy, and create derivative works of and from the Feedback, and any component, aspect or element thereof, in and/or through any form or format, media or media channel, or technology, in each case whether now known or hereafter developed.
  2. You will not provide us with any Feedback that (A) violates any applicable laws, rules, or regulations, (B) infringes or misappropriates the rights of any third party, or (C) may otherwise cause legal liability or financial harm.
  3. Without limiting any of our rights under these Terms (including our rights under Section 2(c)(ii)) above, we may withhold and/or remove any review (A) regarding our Services that contains (I) unlawful, harassing, abusive, obscene, vulgar, or sexually explicit content or (II) content that is inappropriate with respect to race, gender, sexuality, or ethnicity or (B) unrelated to Services used by you.

PROPRIETARY RIGHTS.
As between you and Zette, Zette owns and will retain all right, title, and interest in and to its property, including our Services and all components, aspects, and elements thereof, and all intellectual property and proprietary rights in and to all of the foregoing. Without limiting the foregoing, any and all trademarks displayed within our Site and/or our Zette Extension are owned by Zette, or are the property of our affiliates, licensors, Publishers, or other third parties (in which case Zette makes no claim of ownership rights therein). We reserve all rights not expressly granted to you in these Terms, and we expressly disclaim all implied licenses, including implied licenses to trademarks, copyrights, trade secrets, and patents.

PROHIBITED CONDUCT.
You agree that you will not and will not attempt to, and will not assist or permit any other person or entity to or to attempt to, misuse our Services. For example, in connection with your use of our Services, you may not, and may not assist or permit any other person or entity to:
- Violate any applicable law, rule, or regulation;
- Use our Services for any fraudulent purpose or for commercial or non-personal purposes;
- Engage in activity, that infringes or violates any person or entity’s rights, including intellectual property rights, such as copyright, moral rights, trademark, trade dress, patent, trade secret, right of privacy, or right of publicity;
- Copy, reproduce, modify, translate, host, sublicense, lease, transfer/distribute, resell, disassemble, decompile, reverse engineer, or create derivative works from or in respect of our Services or any component, aspect, or element (including any algorithm(s), technique(s), or non-public feature(s)) of any of the foregoing;
- Copy, reproduce, modify, translate, host, license, lease, transfer/distribute, sell or offer for sale, display, perform, publish, or create derivative works from or in respect of any Publisher Content other than if and to the extent expressly permitted by the applicable Publisher;
- Access or use our Services, or any component, aspect, or element thereof, through the use of bots, spiders, scrapers, web crawlers, indexing agents, or other automated devices or mechanisms;
- Send or provide via our Services any material that is or is intended to be technically harmful (including viruses, worms, Trojan horses, logic bombs, or other malicious code or features);
- Damage, impair, disable, tamper with, or misappropriate any component, aspect, or element of our Services or the Publisher Content;
- Interfere or attempt to interfere with the proper working of any of our Services, any Publisher Content, or any component, aspect, or element of any of the foregoing;
- Breach any security measure provided by, or circumvent any access or use restrictions of, our Services or the Publisher Content;
- Share your Zette Account username and password with anyone outside your household; or
- Otherwise use our Services in any manner other than as permitted by these Terms.

LIABILITY AND DISPUTES.
1. DISCLAIMERS.
2. 1. OUR SERVICES, AND ALL OF THE COMPONENTS, ASPECTS, AND ELEMENTS THEREOF, ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND WE MAKE NO GUARANTEES OR WARRANTIES THAT THEY WILL ALWAYS BE SAFE, SECURE, OR FREE FROM DEFECTS OR ERRORS (OR THAT DEFECTS OR ERRORS WILL BE CORRECTED), OR THAT THEY WILL FUNCTION WITHOUT DISRUPTIONS, DELAYS, OR IMPERFECTIONS. TO THE FULLEST EXTENT PERMITTED BY LAW, RULE, OR REGULATION, WE SPECIFICALLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  2. WE SHALL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY MODIFICATION, SUSPENSION, OR DISCONTINUANCE OF OUR SERVICES OR WITH RESPECT TO ANY PUBLISHER CONTENT (INCLUDING WITH RESPECT TO THE CONTENTS, OR FOR ANY UNAVAILABILITY OR OTHER DISCONTINUANCE, OF ANY PUBLISHER CONTENT) OFFERED THROUGH OUR SERVICES.
  3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO ONE OR MORE OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
1. LIMITATIONS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, RULE, OR REGULATION, REGARDLESS OF THE THEORY OF LIABILITY OR TYPE OF CLAIM (WHETHER CONTRACT, TORT, OR OTHERWISE):
2. 1. IN NO EVENT WILL ZETTE BE LIABLE FOR PERSONAL INJURY, FOR LOST PROFITS, REVENUES, OPPORTUNITY, INFORMATION, CONTENT, OR DATA, FOR INTERRUPTION OF SERVICE, OR FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER UNDER, ARISING OUT OF, OR RELATING TO THESE TERMS OR OUR SERVICES (INCLUDING YOUR USE OF OR INABILITY TO USE OUR ZETTE EXTENSION OR ACCESS ANY PUBLISHER CONTENT), HOWEVER CAUSED, EVEN IF ZETTE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
  2. IN NO EVENT WILL ZETTE’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AGGREGATE AMOUNT OF YOUR SUBSCRIPTION FEES PAID TO ZETTE DURING THE THREE (3) MONTHS PRIOR TO THE DATE WHEN THE LIABILITY AROSE.
3. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR CERTAIN DAMAGES (INCLUDING FOR PERSONAL INJURY OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES), SO ONE OR MORE OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
1. Governing Law. These Terms are governed by the laws of the State of New York, U.S.A., without regard to its conflict of law rules. These Terms will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. These Terms will not limit any consumer protection rights that you may have under the mandatory laws of your jurisdiction of residence.
1. Dispute Resolution; Arbitration.
2. 1. If you have a claim, cause of action, or dispute, please contact us first, so that you and we can try to resolve the matter. You agree to give us 60 days to try to resolve the dispute before requesting arbitration or filing a Small Claim (as defined in Section 5(d)(ii) below).
  2. In case of any disputes between us that cannot be resolved through informal discussions, you and we hereby agree that, subject to the provisions of this Section 5(d), any and all claims (including tort claims), causes of action, and/or disputes under, arising out of, or relating to these Terms (each, a “Claim”) shall be settled by binding arbitration (which is generally more informal than a lawsuit before a judge or jury). Such arbitration shall be governed by the Consumer Arbitration Rules of the American Arbitration Association (“AAA”), as modified by, and subject to, these Terms (such rules, as so modified, “AAA Rules”); provided, however, that: (A) Claims arising out of or relating to your violations of Zette’s intellectual property rights, including copyright infringement, patent infringement, trademark infringement, or efforts to interfere with our Services in unauthorized ways (each, an “IP Claim”) shall not be subject to such obligation for settlement by binding arbitration; and (B) either you or we may assert an individual action in small claims court for Claims that are within the scope of such court’s jurisdiction (each, a “Small Claim”) in lieu of arbitration. The arbitrator’s decision and award shall be non-appealable and may be entered in, and shall be enforceable in, any court of competent jurisdiction.
  3. The arbitration shall take place in the County and State of New York; provided that you and we may participate in the arbitration by phone, by video, or via document submission to the fullest extent allowable by the arbitrator. Arbitration of any Claim(s) shall be subject to the AAA Rules, and shall be administered by the AAA. To the fullest extent permitted by applicable laws, rules, and regulations: (A) any evidentiary submission(s) made in arbitration shall be maintained as confidential in the absence of good cause for its disclosure; and (B) you and we agree not to disclose the contents of the arbitrator’s decision(s) to any third party (except as required by law, rule, or regulation, or for the purposes of enforcement or appeal of the arbitration award).
  4. Each party will bear its own costs of arbitration unless the arbitrator directs that bearing such costs would be an undue burden, and in that event, we will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).
  5. If there is a final judicial determination that any particular Claim(s) cannot be arbitrated in accordance with the provisions of this Section 5(d), then only (A) that particular Claim(s) (each, a “Non-Arbitrable Claim”), (B) any IP Claim(s), and (C) any Small Claims may be brought in court (which, with respect to Small Claims, must be brought in small claims court); all Claims other than Non-Arbitrable Claims, IP Claims, and Small Claims not sought to be arbitrated remain subject to the provisions of Section 5(d)(ii) above. THE JURISDICTION AND VENUE FOR ALL NON-ARBITRABLE CLAIMS (AS DEFINED ABOVE) AND ALL IP CLAIMS (AS DEFINED IN SECTION 5(d)(ii) ABOVE) NOT SOUGHT TO BE ARBITRATED SHALL BE THE STATE AND FEDERAL COURTS IN THE COUNTY AND STATE OF NEW YORK, AND THE JURISDICTION AND VENUE FOR ALL SMALL CLAIMS NOT SOUGHT TO BE ARBITRATED SHALL BE THE SMALL CLAIMS COURTS IN THE COUNTY AND STATE OF NEW YORK; WITH RESPECT TO NON-ARBITRABLE CLAIMS (AS DEFINED ABOVE), SUCH IP CLAIMS, AND SUCH SMALL CLAIMS, YOU HEREBY CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS AND HEREBY WAIVE ALL DEFENSES OF LACK OF PERSONAL JURISDICTION AND FORUM NON CONVENIENS. Nothing in these Terms (including in this Section 5(d)) shall limit the ability of either you or us to seek equitable relief in any court of competent jurisdiction.
  6. The arbitrator may not award relief in excess of or contrary to what these Terms provide, order consolidation or arbitration on a class-wide or representative basis, or damages in excess of or contrary to what these Terms provide, or order injunctive or declaratory relief, except that the arbitrator may award on individual basis damages required by statute and may order injunctive or declaratory relief pursuant to an applicable consumer protection statute. Judgment on any arbitration award may be entered in any court having proper jurisdiction. If any portion of this Section 5(d) is determined by a court to be inapplicable or invalid, then the remainder shall still be given full force and effect. This arbitration clause will continue to be valid even if these Terms are no longer valid for any reason.
  7. You must contact us within one (1) year of the date of the event or facts giving rise to a Claim, or you will have waived the right to pursue a Claim based on such event or facts.
  8. The Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions of these Terms. All issues are for an arbitrator to decide, except that only a court may decide issues relating to the scope or enforceability of the arbitration provisions of these Terms or the interpretation of the prohibition of class and representative actions. If any of these dispute resolution provisions is found unenforceable, that provision shall be severed, and the balance of the dispute resolution provisions shall remain in full force and effect.
1. Class Action Waiver. YOU HEREBY ACKNOWLEDGE AND AGREE THAT: (I) YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY AND YOUR RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION; AND (II) YOU MAY BRING A CLAIM(S) (AS DEFINED IN SECTION 5(d)(ii) ABOVE) AGAINST ZETTE ONLY IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL PROCEEDING. FOR PURPOSE OF CLARIFICATION, YOU CANNOT MAKE “CLASS ACTION” CLAIMS. The arbitrator cannot group your Claim(s) with any other claims, causes of action, or disputes.
2. Indemnification. You hereby agree to defend, indemnify and hold harmless Zette, its affiliates, and its and their respective officers, directors, employees, and agents from and against all third-party claims and liabilities (including attorneys’ fees and costs) arising out of or relating to your violation or alleged violation of these Terms.

MISCELLANEOUS.
1. These Terms, together with our Privacy Policy, constitute the entire agreement between you and Zette relating to our Services, and supersede any prior agreements on that subject.
2. Please note that we may modify these Terms and our Privacy Policy from time to time. Please review these Terms (and the information and policies for which links are provided or referenced in these Terms, including our Privacy Policy) periodically to become aware of any changes that may have occurred; we will update the Effective Date at the top of the page to help you know when changes to these Terms have been made. Except where prohibited by applicable law, rule, or regulation, changes to these Terms and our Privacy Policy may be made without notice to you, and the most recent version will replace and supersede all previous versions. Your use of our Services after any changes to these Terms and/or to our Privacy Policy will be deemed to constitute your approval and acceptance of such changes. Except as set forth in this Section 6(b), all amendments to these Terms must be in writing, executed by Zette, and expressly state that they are amending these Terms.
3. If we fail to enforce any provision of these Terms, such failure will not constitute a waiver. If any provision of these Terms is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose, and all of the other provisions will remain in full force and effect. Unless the context otherwise requires, whenever the word “including”, “include” or “includes” is used in these Terms, it will be deemed to be followed by the words “without limitation”. To the extent permitted by applicable law, rule, or regulation, no presumption or burden of proof will arise favoring or disfavoring either you or Zette by virtue of the authorship of these Terms. The headings contained in these Terms are for reference purposes only and will not affect in any way the meaning or interpretation of these Terms.
4. We may change our Services, or suspend or cease performance of our Services, at any time and for any reason (or no reason). We may also suspend or cease availability of Publisher Content at any time and for any reason (or no reason).
5. We may post on our Site links to other websites or digital properties. We do not and cannot control the content of other websites or digital properties, and we are not responsible for the content (including Publisher Content) of, or any of the products or services provided through, other websites or digital properties. Our linking to other websites or digital properties does not constitute or represent, and shall not be deemed to constitute or represent, our agreement with or endorsement of the content, products, services, or owners or providers of those websites or digital properties.
6. We will not be liable for any acts or omissions resulting from circumstances or causes beyond our reasonable control.
7. You may not assign or transfer these Terms or any of your rights or obligations under these Terms, by operation of law or otherwise, without our prior written consent. Any attempt by you to assign or transfer these Terms or any of your rights or obligations under these Terms without such consent will be null and of no effect. These Terms and all of our rights and obligations under these Terms are freely assignable by us without your consent.
8. There are no third-party beneficiaries to these Terms. These Terms do not create an agency, partnership, or joint venture.