Terms of Use

Last updated on 8.27.2024

These Terms of Use (“Terms”), along with the Privacy Policy, constitute a binding “Agreement” established by and between a customer (hereinafter referred to also as “you”, “User”), and Zambezi, LLC (“Zambezi”, “we”, “us”, “our”).

These Terms apply to your access or use our websites located at https://www.zmbz.com/, https://www.scalebyzmbz.com/ and https://www.finstudios-la.com/ (the “Websites”), and when you interact with us through any other Websites, pages, features, or content owned and operated by us that direct to these Terms (collectively, the “Services”). By visiting our Websites you agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink.

This Agreement may be amended by Zambezi from time to time. Please periodically review the controlling, online version of this Agreement. By continuing to use the Services subsequent to Zambezi making available an amended version of this Agreement you thereby acknowledge, agree to, and consent to such amendment.

SECTION 13.2 CONTAINS A BINDING ARBITRATION CLAUSE AND CLASS ACTION/REPRESENTATIVE-TYPE ACTION WAIVER FOR U.S. USERS. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL. WHILE YOU MUST AGREE TO THESE PROVISIONS, THERE IS AN OPTION, DESCRIBED BELOW, TO OPT OUT THE ARBITRATION AND CLASS ACTION/ REPRESENTATIVE-TYPE ACTION WAIVER PROVISIONS. THE OPTION TO OPT-OUT IS TIME-LIMITED TO THIRTY (30) DAYS AND REQUIRES YOUR IMMEDIATE ATTENTION.

BY SUBMITTING ANY INFORMATION THROUGH OR BY USING THE SERVICES, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, AND YOU ACCEPT AND ARE BOUND BY THIS AGREEMENT.

YOU MAY NOT SUBMIT ANY INFORMATION OR USE THE WEBSITES OR THE SERVICES IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE OR OF LEGAL AGE TO FORM A BINDING CONTRACT, OR (C) ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES BY APPLICABLE LAW.

1. OUR WEBSITES AND SERVICES

At Zambezi, we provide a comprehensive suite of services designed to help businesses effectively promote their products, services, and brand across various channels. By partnering with us, you gain access to a team of experienced professionals who will work closely with you to create tailored advertising strategies that align with your business goals. Our Websites and Services are designed to display our previous projects and introduce you to our values and agency philosophy.

2. PRIVACY

  • 2.1 Our Services offer an option to subscribe to BITES and Social Scoop. By submitting your email address, you agree that Zambezi and its third-party service providers may use your email address to contact you and share with you content related to BITES and Social Scoop. BITES is a monthly newsletter where we dive into a cultural topic and share it with you because we believe that the most extraordinary thinking is inspired by looking at unexpected places. Social Scoop is a bi-weekly newsletter where we share emerging social trends, activations, platforms, and more that are catching our attention.

  • 2.2 Zambezi's Privacy Policy provides further detail on the manner in which Zambezi may collect and use personally identifiable information about you, including any information you supply in connection with your use of our Services.

3. USER CONTENT

  • 3.1 The Services may provide you an opportunity to post, upload, display, link to or otherwise make user content available to us or third parties.

  • 3.2 You acknowledge and agree that all your communications within any chat areas in the Services may be public (for public comments) or not confidential (Zambezi may have access to the communication content), and you have no expectation of privacy regarding your use of such chat areas. We are not responsible for information that you choose to share on the chat areas, or for the actions of other parties. Use of the user content that is or contains personal data will comply with the Privacy Policy.

4. THIRD PARTY WEBSITES

  • 4.1 The Services contain links to Websites, services and content owned and/or operated by third parties. Any separate charges or obligations that you may incur in your dealings with these third parties are your sole responsibility. We are not responsible for any such third-party Websites, services or content and do not have control over any materials made available by them. Our inclusion of a link to a third-party Websites, services or content in the Services does not in any way imply our endorsement, advertising, or promotion of such Websites, services or content or any materials made available by them. By accessing a third-party Websites, services or content, you accept that we do not exercise any control over such Websites, services or content and have no responsibility for them. The third-party sites may collect data or solicit personal information from you. We are not responsible for the privacy policies of third-party sites, or for the collection, use or disclosure of any information these sites may collect. We encourage you to familiarize yourself with the terms of service and privacy policy applicable to any third-party Websites, services or content you may access.

  • 4.2 We do not warrant or endorse, do not assume, and will not have any liability or responsibility to you or any other person for any third-party products, services, content, materials or Websites. Please note that the applicable third party is fully responsible for all goods and services it provides to you and for any and all damages, claims, liabilities, and costs it may cause you to suffer, directly or indirectly, in full or in part.

5. CHANGES IN THE SERVICES

From time to time, we may make changes to the Services. You acknowledge and agree that these Terms will apply to any change, including any update or upgrade, to the Services we make, unless such a change is accompanied by separate terms in which case such separate terms will govern.

6. OWNERSHIP AND INTELLECTUAL PROPERTY

  • 6.1 The Services and any elements thereof, including, but not limited to displayed content, videos, photos, databases and software code (including source and object code) of the Services are owned or licensed by Zambezi and are protected by copyright, trademark, patent, trade secret, and/or other intellectual property rights. Unless otherwise stated, Zambezi shall own all rights, title, and interest in any materials, code or other data generated through the Services. All such rights are reserved.

  • 6.2 These Terms only grant you a limited right to use the Services to the extent specified herein, while these Terms are in effect. These Terms do not grant you any right of ownership in or to the Services or any element thereof. In particular, you acknowledge and agree that you shall have no ownership or other property right or interest in any content that appears in the Services.

  • 6.3 You agree not to delete, or in any manner alter, the copyright, trademark, patent, trade secret or other proprietary rights notices or markings which may appear in the Services.

7. GRANT OF LIMITED LICENSE

  • 7.1 On condition of your acceptance of these Terms, we grant you a non-exclusive, limited, non-transferrable, non-sub-licensable, freely revocable license to use the Services for your personal, non-commercial use only. Zambezi reserves all rights not expressly granted herein. We also reserve the right to terminate at any time your license to use the Services for any reason.

  • 7.2 The Services are licensed, not sold to you. For the avoidance of doubt, you acknowledge and agree that we and our licensors retain ownership of the Services even after their installation on your device.

  • 7.3 The license to use the Services referred remains in effect until terminated by us, subject that the license will automatically terminate without notice from us if you in any way breach any provision of these Terms. Upon termination of the license for any reason and on any basis, you must cease all use of the elements of Services.

8. USE OF SERVICES

  • 8.1 You warrant and agree that you are responsible for your own conduct while using the Services and for your content, and for any consequences thereof. In addition, you agree not to do any of the following, unless and to the extent it is expressly permitted by the provisions of these Terms or by applicable law:

    • - accessing or using the Services in an unlawful way or for any unlawful purpose;

    • - using the Services in any manner to harass, abuse, stalk, threaten, defame or - otherwise infringe or violate the rights of any other party;

    • - transmitting any data, materials, content or information which is libelous, defamatory, obscene, fraudulent, false or contrary to the ownership or intellectual property rights of any other person, or otherwise unlawful;

    • - transmitting any viruses, malware, or other malicious code in the Services;

    • - copying or reproducing the Services or any element thereof in any form or by any means;

    • - disassembling, decompiling, reverse engineering or otherwise attempting to discover the source code of, modifying or creating derivative works of the Services or any element thereof (including, but not limited to, any software that is element of the Services);

    • - selling, renting, lending, leasing, distributing, transferring, licensing, sublicensing or otherwise making available any part of the Services to any third party;

    • - using the Services for creating any product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services or products offered by Zambezi;

    • - using any proprietary information or interfaces of Zambezi or other intellectual property of Zambezi in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the Services;

    • - misrepresenting the source of ownership of the Services;

    • - scraping, building databases or otherwise creating temporary or permanent copies of any data or information derived from the Services;

    • - interfering with, or disrupting, the Services or any element thereof;

    • - collecting, storing or sharing any personally identifiable information of other users from the Services without their express permission;

    • - exploiting the Services in any unauthorized way whatsoever, including without limitation, by trespass or burdening network capacity.

  • 8.2 We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users and others who violate the law.

  • 8.3 Failure to follow the rules will be considered a “material breach” of these Terms, which could lead to suspension and/or termination of your access to the Services. In particular, in certain cases, we retain the right to prohibit your future access to the Services.

9. WARRANTY. YOU USE THE SERVICES AT YOUR SOLE RISK. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SERVICES, FUNCTIONS AND MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES WITH RESPECT TO ANY UPTIME OR UNINTERRUPTED ACCESS, THE AVAILABILITY, ACCURACY OR USEFULNESS OF ANY CONTENT, OR ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, FEATURES, QUALITY, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY. WE DO NOT WARRANT THE WEBSITES AND/OR ANY CONTENT WILL BE TIMELY, SECURE, UNINTERRUPTED, OR OPERATED FREE OF DELAYS IN TRANSMISSION, FAILURE IN PERFORMANCE, COMPUTER VIRUSES, INACCURACIES, ERRORS OR DEFECTS. WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. WE ALSO ASSUME NO RESPONSIBILITY, AND SHALL NOT BE LIABLE, FOR ANY DAMAGES TO OR VIRUS(ES) THAT MAY INFECT YOUR COMPUTER EQUIPMENT, CELLULAR/MOBILE PHONE OR OTHER PROPERTY OR YOUR ACCESS TO, BROWSING, OR USE OF THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR IMPLEMENTING SUFFICIENT SAFEGUARD PROCEDURES AND VIRUS CHECKS (INCLUDING ANTI-VIRUS, REGULAR SYSTEM UPGRADES AND OTHER SECURITY CHECKS AND MEASURES) TO SATISFY YOUR PARTICULAR REQUIREMENTS FOR THE ACCURACY AND SECURITY OF DATA INPUT AND OUTPUT. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

10. RELEASE AND LIMITATION OF LIABILITY

  • 10.1 BY AGREEING TO AND ACCEPTING THESE TERMS, YOU HEREBY IRREVOCABLY RELEASE ZAMBEZI AND ITS AFFILIATED PARTIES FROM LIABILITY OF ANY KIND, AND FOR ANY CONSEQUENCE(S) ARISING FROM YOUR USE OF THE SERVICES. THIS INVOLVES ANY AND ALL LOSSES, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFIT, LOSS OF GOODWILL, INTERRUPTION, LOSS OF BUSINESS INFORMATION, DAMAGE TO REPUTATION, FEES, ACTUAL ATTORNEYS’ FEES AND COSTS, EXPENSES OR ANY DAMAGE, WHETHER DIRECT OR INDIRECT, WHETHER FINANCIAL OR NON-FINANCIAL. YOU AGREE NOT TO FILE ANY LAWSUIT OR PROCEEDING INCONSISTENT WITH THE FOREGOING LIABILITY LIMITATIONS.

  • 10.2 Zambezi shall not be held liable for any claims by third parties arising from your use of the Services or any data presented through the Services, nor shall we be liable for any alleged copyright or other intellectual property infringement arising from your use of the Services or data presented through the Services. You agreed that any claims or damages that you may have against Zambezi shall only be enforceable against the legal entity and not any of its officers, directors, employees, contractors, representatives, or agents.

  • 10.3 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZAMBEZI AND ITS AFFILIATES EXCEED $500 (USD). THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT ZAMBEZI HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOU MAY NOT RECOVER FROM ZAMBEZI ANY LOSS OR DAMAGE ATTRIBUTED TO, OR AMOUNT PAID BY, ANY USER, USER’S REPRESENTATIVE, OR OTHER.

  • 10.4 THE LIMITATIONS SET FORTH IN THIS SECTION 9 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF ZAMBEZI FOR ANY MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH JURISDICTIONS, SUCH LIABILITY SHALL INSTEAD BE LIMITED TO THE FULL EXTENT PERMITTED BY LAW.

11. EXCLUSIONS AND LIMITATIONS

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above disclaimers and limitations of liability may not apply to you. To the extent that any party may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of the Zambezi’s liability shall be the minimum permitted under such applicable law.

12. INDEMNITY

To the extent allowed by law, you agree to indemnify, defend and hold Zambezi its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (e.g., all relevant Partner(s), licensors, licensees, consultants, and contractors) (“Indemnified Person(s)”) harmless from and against any third party claim, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of your use of the Services and/or your breach of any of these Terms. You acknowledge and agree that each Indemnified Person has the right to assert and enforce its rights under this Section directly on its own behalf as a third party beneficiary. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

13. GOVERNING LAW AND DISPUTE RESOLUTION

  • 13.1 Choice of law. These Terms, and all claims or causes of action (whether sounding in contract, tort, any statutory cause of action, or any other legal theory) that may be based upon, arise out of or relate to this Terms, the use of the Services, the rights and responsibilities of the parties, and all other disputes between the parties shall be governed by, and enforced in accordance with, the laws of the State of California, without regard to or application of conflict of law.

  • 13.2 BINDING ARBITRATION AND CLASS ACTION WAIVER AND REPRESENTATION-TYPE ACTION WAIVER. READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING WAIVING YOUR RIGHT TO FILE A LAWSUIT IN COURT OR TO PURSUE CLAIMS IN A CLASS, GROUP OR REPRESENTATIVE CAPACITY OR AS A PRIVATE ATTORNEY GENERAL OR AS A THIRD PARTY. THESE BINDING ARBITRATION AND CLASS ACTION WAIVER AND REPRESENTATION-TYPE WAIVER PROVISIONS APPLY TO YOU IF YOU ARE A U.S. USER.YOU MAY OPT OUT OF THESE ARBITRATION AND CLASS ACTION/REPRESENTATIVE PROVISIONS BY FOLLOWING THE INSTRUCTIONS BELOW. IF YOU DO NOT OPT-OUT, THESE TERMS WILL APPLY RETROACTIVELY TO ALL CLAIMS YOU MAY POSSESS, WHETHER ASSERTED TO DATE OR NOT.

    • (a) CLASS ACTION WAIVER AND REPRESENTATIVE-TYPE ACTION WAIVER. TO THE FULLEST EXTENT ALLOWED BY LAW, NEITHER YOU NOR ZAMBEZI SHALL BE ENTITLED TO PARTICIPATE IN ANY PAST, PENDING, OR FUTURE CLASS OR OTHER REPREHENSIVE-TYPE ACTIONS, TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY, OR OTHERWISE SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY IN ANY ACTION PURSUANT TO ANY STATUTE THAT ALLOWS RECOVERY ON BEHALF OF, FOR THE BENEFIT OF, OR OF AMOUNTS LOST OR SPENT BY OTHER INDIVIDUALS IN CONNECTION WITH ANY DISPUTE. YOU AND Zambezi ARE EACH EXPRESSLY AND UNCONDITIONALLY WAIVING SUCH RESPECTIVE RIGHTS, INCLUDING THE RIGHTS TO A TRIAL BY JURY. To the extent applicable law does not allow the waiver of certain claims, but permits those claims to be arbitrated, then such claims shall be resolved in arbitration. To the extent allowed by law, the arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity, including injunctive relief.

    • (b) AGREEMENT TO ARBITRATE. To the fullest extent allowed by law, you and Zambezi agree to submit all Disputes between us to individual, binding arbitration pursuant to the provisions in this Section 13.2. A “Dispute” means any dispute, claim, or controversy (except those specifically exempted below) between you and Zambezi that in any way relates to or arises from any aspect of our relationship, including, without limitation, your use of the Services, all marketing related to the Services, enhancements, any licensed content, and all matters relating to or arising from these Terms (including Zambezi’s Privacy Policy and all other terms incorporated into these Terms) or any other agreement between you and Zambezi, including any disputes over the validity, enforceability, or interpretation of this agreement to arbitrate. Our Dispute shall be subject to these BINDING ARBITRATION AND CLASS ACTION AND REPRESENTATION-TYPE WAIVER provisions regardless of whether the Dispute is based in contract, statute, regulation, ordinance, tort (including fraud, misrepresentation, fraudulent inducement, and negligence), or any other legal or equitable theory. This includes claims or requests for relief that accrued before you agreed to these Terms. You and we understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited. The parties waive their rights to a jury trial and to have any Dispute resolved in court.

    • (c) Notice of Dispute. Prior to initiating arbitration, you must first send a written Notice of Dispute by certified mail to Zambezi ATTN: People Department, 3522 Hayden Ave., Culver City, CA 90232. The Notice of Dispute must include the following at a minimum: (a) your name and contact information (b) a detailed description of your claim or Dispute with Zambezi, including dates, and (c) the specific damages or other remedy or remedies that you are seeking. If we have a dispute with you, we must first send a written Notice of Dispute detailing the Dispute and sending it to you by mail, email or other contact information that you provided to us. If the claim detailed in either parties’ Notice of Dispute is not resolved within thirty (30) days of sending the Notice of Dispute that conforms with these requirements, then you or Zambezi may commence arbitration according to the requirements in these Terms (the “Initial Dispute Resolution Period”).

    • (d) If a Dispute cannot be resolved through negotiations during the Initial Dispute Resolution Period, then either party may initiate binding arbitration as the sole means to formally resolve the Dispute, unless an exception or exclusion applies as stated below. The arbitration will be administered by a single arbitrator by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) effective as of the date of the Notice of Dispute, the current version of which are available at the JAMS Websites, http://www.jamsadr.com/rules-streamlined-arbitration, as modified by this Agreement. If, for any reason, JAMS is unable to provide the arbitration, then except as otherwise stated below, you or we may file the Dispute with any national arbitration Zambezi that handles consumer arbitrations following procedures that are substantially similar to the JAMS Rules.

    • (e) Unless contrary to the JAMS Rules, Arbitration hearings may be conducted by videoconference unless the arbitrator believes an in-person hearing is necessary. In such instances, the location of an arbitration hearing will be decided pursuant to the JAMS Rules. For Users outside the United States, arbitration shall be initiated in Los Angeles County, California. You and Zambezi agree to submit to the personal jurisdiction of any federal or state court in Los Angeles County, California, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. In an arbitration, the arbitrator shall allow dispositive motions.

    • (f) The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law. The decision of the arbitrator shall be final and binding on you and Zambezi, and any award of the arbitrator may be entered in any court of competent jurisdiction. To the greatest and broadest extent allowed by law, the arbitrator shall determine the scope, validity, interpretation and enforceability of this arbitration agreement, including whether a Dispute is subject to arbitration. The arbitration shall be governed by the Federal Arbitration Act.

    • (g) Notwithstanding anything to the contrary herein, if the arbitrator may not legally adjudicate or award a particular legal or equitable claim or remedy, such claim or remedy shall be stayed until all other claims and remedies are final and the arbitration completed, after which the federal or state court may adjudicate the remaining claim or remedy. In doing so, the federal or state court is bound under the principles of claim or issue preclusion by the decision of the arbitrator.

    • (h) Exception – Litigation of Intellectual Property Claims and Small Claims Court Claims. Notwithstanding the parties’ agreement to resolve all disputes through arbitration, either party may bring an action in state or federal court that only asserts claims for patent infringement or invalidity, copyright or trademark infringement, Computer Fraud and Abuse, and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the Services under this Agreement. Such claims are subject to the jurisdiction and applicable law provisions in Section 13.2. Either party may also seek relief in a small claims court for any individual disputes or claims within the scope of that court’s jurisdiction. If an arbitration is filed, before the arbitrator is formally appointed, either party can send written notice to the opposing party and the arbitration provider that it wants the case decided by a small claims court, after which the arbitration provider shall close the case.

    • (i) Exception – Mass Arbitration. For mass arbitrations (which are defined as 25 or more similar demands for arbitration filed against the same party or related parties by individual claimants represented by either the same law firm or law firms acting in coordination), the JAMS Mass Arbitration Procedures and Guidelines (“JAMS Mass Arbitration Rules”) shall apply. In such proceedings, the parties agree that, notwithstanding any other provisions of these Terms, the Process Administrator (as described in the JAMS Mass Arbitration Rules) and the arbitrators shall have the authority to implement the procedures set forth in the JAMS Mass Arbitration Rules, including the authority to batch together individual arbitration demands into a single coordinated proceeding. All provisions of this Section 13.2 that are not in conflict with the JAMS Mass Arbitration Rules shall continue to apply.

    • (j) Allocation of Arbitration Fees. If you assert a Dispute as a consumer, you will only be required to pay arbitration fees of $250 of the fees charged by JAMS in connection with any arbitration under this Section, and Zambezi will bear all other costs charged by JAMS or the arbitrators, including any remaining JAMS Case Management Fee and all professional fees for the arbitrators' services. You will still be responsible for paying your own attorneys’ fees.

    • (k) 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration agreement in this Section 13.2 by sending us a written notice via U.S. Mail, or by any available nationally recognized delivery service (e.g., UPS, Federal Express, etc.) to Zambezi, ATTN: People Department, 3522 Hayden Ave, Culver City, CA 90232. You must sign and date the notice, and include in it your name, address, and a clear statement that you are opting out of this arbitration agreement. The notice must be sent within thirty (30) days of the date on which you first access or use the Services and agree to these Terms; otherwise you shall be bound in accordance with this Section 13.2. If you opt out of these arbitration provisions, Zambezi also will not be bound by them.

14. MODIFICATIONS

We reserve the right to modify these Terms and/or any other guidelines or policies affecting the Services at any time, and such revisions will become effective upon the earlier of (i) posting of the revisions to the Services, or (ii) distribution of the revisions by electronic mail. For this reason, please visit this page on a regular basis and check the “Last Updated” date at the top of these Terms to ensure you are familiar with the most recent version of these Terms. Your continued use of the Services after the effective date of the revisions signifies your acceptance of any such revisions.

We reserve the right to modify, suspend or terminate, in our sole discretion, at any time, temporarily or permanently, for any or no reason and without notice to you, and without any liability to you, any portion of the Services.

As time goes by, we may wish or need to modify the Terms and/or our products and Services, either partially or in their entirety. This can occur at any time and, if it does, we will post the updated Terms and notify you through the Services. If such a posting occurs, you agree to the updated Terms by continuing to use the Services. If you do not agree, you must stop using the Services immediately. Likewise, we may, either partially or in its entirety and without being obligated to provide prior notice, modify, adapt or change the Service and/or any of its features, the user interface and design, the extent and availability of the contents in or on the Services and any other aspect related to the Services. You will have no claim, complaint or demand against us for applying such changes or for failures incidental to such changes.

15. STATUTE OF LIMITATIONS

You and we agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to our Service, or our content, Terms and/or Privacy Policy must be filed within one (1) year after such claim or cause of action arose or be forever barred.

16. ASSIGNMENT

You agree that we may assign any of our rights, and/or transfer, sub-contract or delegate any of our obligations, under these Terms. Your agreement to these Terms is personal to you as an individual and so you may not transfer or assign your rights and obligations under this Agreement to any third party without our prior written consent.

17. TERMINATION

You may discontinue your use of our Services at any time without informing us. We may, without prior notice, change the Services and any of our content and/or Services, stop providing them or any of their features to you or to users generally, or create usage limits for our Services. We may permanently or temporarily terminate or suspend your access to our Services without notice and without liability for any or no reason, including if, in our sole determination, you violate any provision of these Terms and/or our Privacy Policy.

Upon termination of your access or ability to use our Services, your right to use or access any Service and/or any content will immediately cease. All provisions of this Agreement that by their nature should survive termination, shall survive termination, including, but not limited to, ownership provisions, warranty disclaimers, and limitations of liability, along with “Ownership And Intellectual Property,” “Release And Limitation Of Liability,” “Indemnity,” and “Governing Law And Dispute Resolution.”

Termination of your access to and use of our Services shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability which you otherwise may have to us or any third party.

We may terminate these Terms for any or no reason at any time by notifying you through a notice on the Services, by email, or by any other method of communication. Any such termination will be without prejudice to our rights, remedies, claims, or defenses hereunder.

18. FINAL PROVISIONS

  • 18.1 If any part of these Terms are found to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

  • 18.2 These Terms govern our relationship with you (and vice versa). It does not create any rights for anyone else unless explicitly stated otherwise in these Terms.

  • 18.3 We can assign, subcontract or transfer our agreement to a third party or another member of our group if necessary for the support of the Services, as part of any reorganization or merger or for other business reasons.

  • 18.4 No failure or delay by us or you to exercise any right or remedy provided under these Terms or by law will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that or any other right or remedy, unless explicitly stated otherwise in these Terms. No single or partial exercise of such right or remedy by us or you will preclude or restrict the further exercise of that or any other right or remedy.

19. NOTICE FOR CALIFORNIA USERS

Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at (916) 445-1254 or (800) 952-5210.

20. CONTACT INFORMATION

If you have any questions about these Terms, please contact us at hello@zmbz.com or 3522 Hayden Ave., Culver City, CA 90232.