SHAZZLE LLC, COMMERCIAL LICENSE AND TERMS OF SERVICE

Please review the following Commercial License and Terms of Service (the “Agreement” or “Terms of Use”) that govern the use of Shazzle, LLC’s products, software and services (referred to collectively as the “System”).

By using the Shazzle, LLC’s products, software and services and/or by clicking that You “Accept,” or “Agree” to these Terms of Use wherever the option to do so is made available to You, You agree that You affirmatively accept these Terms of Use and that these Terms of Use govern Your use. If You do not accept these Terms of Use, You are not authorized to access or use Shazzle, LLC’s products, software and services in any manner.

1. DEFINITIONS

1. “Both of us” means both You and Shazzle, LLC.
2. “Charges” include all assessed charges, recurring fees, applicable taxes and other fees.
3. “Content” includes information such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images which You may provide or have access to as part of or through Your use of the System.
4. “Materials” means any text, data, or information downloaded or otherwise obtained through use of the System.
5. “Minor” means an individual who is under 18 years of age.
6. “Personnel” includes an employee, consultant or other service provider who uses the account to serve the needs of, and solely for the benefit of, the Primary User.
7. “Primary User” is a user who has a paid agreement under these Terms of Use, or the employee, consultant or other service provider of that party and who uses the account for the needs of, and solely for the benefit of, the Primary User.
8. “Service Suspension” is a permanent or temporary cessation of System availability, or of any features within the System.
9. “Software” means the software provided to Zyng users, in the form provided by Zyng as part of the System.
10. “Sub Users” are the Primary User’s clients.
11. The “System” includes Shazzle, LLC’s products, software and services.
12. “You” or “Your” means the person, company, or entity who is acquiring the license to use the System under this Agreement.
13. “We” or “Us” means Shazzle LLC.

2. ELIGIBILITY TO USE THE SYSTEM

1. In order to register to use the System, or as part of Your continued use of the System, You may be required to provide information about Yourself such as identification or contact details. You agree that any registration information You give to Us will be accurate, correct and up to date. You agree to the use of Your data in accordance with our privacy policies. For information about our data protection practices, please read our privacy policy at https://zyng.app/privacy-policy/. This policy explains how We treat Your personal information, and protects Your privacy, when You use the System.
2. If You are entering into this Agreement on behalf of a company or other organization, You represent that You have the authority to bind that company or organization to this Agreement. We may cancel this Agreement if We determine, in our sole discretion, that You do not have the a appropriate authority.
3. You may not use the System and may not accept these Terms of Use if:
   1. You are a Minor, unless a parent or guardian accepts these Terms of Use in order for You to use the System. A parent or guardian who accepts these Terms of Use on behalf of a Minor will be primarily liable for ensuring complete and proper compliance with the Terms of Use, including any payment obligation.
   2. You are under 16 years of age. Our services are not available to persons under 16 years of age.
   3. You are a person barred from using the System under the laws of the United States or other countries including the country in which You are a resident or from which You use the System.

3. LICENSE

1. Subject to Your acceptance of these Terms of Use, We give You a revocable, personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Software as provided to You by Us as part of the System. This license is for the sole purpose of enabling You to use and enjoy the benefit of the System as provided by us, in the manner permitted by these Terms of Use.
2. You agree to use the System only for purposes, and in a manner permitted by (a) these Terms of Use, and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions including, without limitation, any regulations of the United States Bureau of Export Administration and other applicable governmental agencies.
3. You agree that You will not directly or indirectly export technical data to any country for which a validated license is required under United States law without first obtaining a validated license.
4. You represent and warrant that You are not a national of, or under the control of, any country upon which the United States has imposed an embargo of goods.
5. This Agreement and Your license granted under this Agreement are personal to You, Your Personnel and Your Sub Users, and do not include the right to sublicense Your rights under this Agreement to any third party.
6. You may not transfer or assign, by operation of law or otherwise, this Agreement or Your license to any third party without our prior written consent, which may be withheld in our sole discretion for any reason or for no reason. You may not assign or grant a sub-license of Your rights to use the Software, grant a security interest in or over Your rights to use the Software, or otherwise transfer any part of Your rights to use the Software.
7. If You acquire a third-party entity or acquire substantially all of the assets of a third-party entity, or are acquired by a third party, in each case, whether by merger, change of control, sale of assets, consolidation or otherwise, such event shall be considered an assignment of this Agreement. Any such assignment or attempted assignment in violation of these Terms of Use shall be of no effect and shall constitute a breach of this Agreement the result of which may, at our option, result in the immediate and automatic termination of Your license rights under this Agreement. Any renewal of Your rights under this Agreement shall, if then available, be at our sole discretion, and will be on terms and conditions applicable at the time of renewal.
8. You may not, and You may not permit anyone else to, copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless You have been specifically told that You may do so by us, in writing.
   1. The license granted to You under these Terms of Use is for the most current version of the Software as of the time We make such version available to You under these Terms of Use. We may release future versions of the software under these Terms of Use or different terms. Nothing in these Terms of Use (a) gives You the right to any future version of the Software; or (b) is a commitment to You of compatibility between the Software and any future versions of the Software.

4. LIMITATIONS ON ACCESS TO THE SYSTEM

1. You agree not to access or attempt to access the System by any means other than through the interface that is provided by Us, unless We have specifically allowed You to do so via a separate written agreement. Without limiting the generality of the foregoing, You specifically agree not to access or attempt to access the System through any automated means including but not limited to the use of scripts or crawlers. Similarly, You agree that You will not provide any third party with access to material on the System or facilitate their attempt to access the System by any means other than through the interface that is provided by us, unless We have specifically allowed You to do so in a separate written agreement.
2. You agree that You will not engage in any activity that interferes with or disrupts the System or the servers and networks which are connected to the System.
3. You agree that You will not reproduce, duplicate, copy, sell, trade or resell access to or any part of the System for any purpose.
4. You agree that You are solely responsible for, and that We have no responsibility to You or to any third party for, any breach of Your obligations under these Terms of Use and for the consequences of any such breach, including any loss or damage which We may suffer.
5. You agree not to use the System in any manner that violates this Agreement, or in a manner that would cause You or Us to violate any applicable local, state, national or international law, including any rules and regulations of any securities exchange; any rules, regulations, requirements, procedures or policies in force relating to the System, and any export or re-export laws, rules and regulations; or to interfere with or disrupt the System or take any steps to interfere with or in any manner compromise any security measures with respect to the System or any data or file transmitted, processed or stored on or through the System.

5. USER NAME, PASSWORDS AND ACCOUNT SECURITY

1. When You create an account, You may be asked to supply certain information such as Your name, a User ID and a password. Your User ID must not be vulgar, derogatory, inappropriate, or misleading and is at all times subject to rejection by Us. You are responsible for maintaining the confidentiality of Your password and account and are fully responsible for all activities that occur in connection with Your password or account. You agree to immediately notify Us of any unauthorized use of either Your password or account or any other breach of security. You further agree that You will not permit others, including those whose accounts have been terminated, to access the System using Your account or User ID. You grant Zyng and all other persons or entities involved in the operation of the System the right to transmit, monitor, retrieve, store, and use Your information in connection with the operation of the System. Zyng cannot and does not assume any responsibility or liability for any information You submit, or Your or third parties’ use or misuse of information transmitted or received using this System.
2. The System may cause Your computer system or other device to download and install updates from time to time. These updates are designed to improve, enhance and further develop the System and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You consent and agree to receive and permit the installation of such updates, and to permit Us to deliver these to You, as part of Your use of the System. These Terms shall apply to any such updated Software and System.

6. HIPAA COMPLIANCE

1. Use of the System does not guarantee compliance with the Health Insurance Portability and Accountability Act (HIPAA) and its associated regulations, but Zyng can be an important component in a HIPAA-compliant structure.

7. ELECTRONIC SIGNATURE

1. You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the system and pursuant to any applicable statutes, regulations, rules, ordinances or other laws. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

8. PAYMENT FOR THE SYSTEM (NOT APPLICABLE TO BETTA USERS)

1. The beta is free. Thereafter We expect to allow consumers who use Zyng for non-commercial purposes to continue to use it for free, and to charge users who use Zyng for commercial purposes. Users who are or who become subject to charges agree to pay all Charges incurred to their account at the rates in effect for the billing period in which those charges are incurred. Information about current rates will be made available on the Zyng website
2. All payments shall be made at our address as indicated in this Agreement or at such other address as We may from time to time indicate by proper notice hereunder. All invoices are due and payable within thirty (30) days of the date of the invoice. Interest on all overdue and unpaid invoices shall be payable at the rate of one percent (1.0%) per month or at the maximum rate permitted by law, whichever is less, until paid in full. All fees are denominated and to be paid in United States Dollars and are exclusive of any applicable taxes. If any Charges are being collected by Us on behalf of a supplier, then such supplier shall be an express third party beneficiary of this section.
3. You shall pay, indemnify and hold Us harmless from all sales, use, value added or other taxes of any nature, other than personal property or taxes on or measured by our net or gross income, including penalties and interest, and all government permit or license fees assessed upon or with respect to any fees.
4. You must inform Us of any billing problems or discrepancies within 90 days after they first appear on Your account statement. If You do not bring such problems or discrepancies to our attention within 90 days, You agree that You waive Your rights to dispute them.
5. If Your account is delinquent, We may, at our sole discretion, suspend or cancel Your account. If Your account is suspended, regular Charges continue to accrue until the account is canceled.
6. We reserve the right to change our policy on pricing in the future, and to change rates or institute new Charges at any time upon 30 days prior notice.

9. CONTENT, CONFIDENTIALITY AND INTELLECTUAL PROPERTY

1. All intellectual property rights in this System, whether those rights happen to be registered or not, and wherever in the world those rights may exist, are owned by or licensed to Us. You may not in any form or by any means without our prior written permission:
   1. use, adapt, reproduce, store, distribute, print, display, perform, publish or create derivative works from any part of this System; or
   2. commercialize any information, products or services obtained from any part of this System.
2. The System may contain information which is designated confidential by Us and You shall not disclose such information without our prior written consent.
3. All “Content” that You may provide or have access to as part of or through Your use of the System is the sole responsibility of the person from which such Content originated. We agree that We obtain no right, title or interest from You or third parties under these Terms of Use in or to any Content that You transmit or receive through the System, including any intellectual property rights which subsist in that Content (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
4. You agree that You are solely responsible for, and that We have no responsibility to You or to any third party for, (i) Your use of any Content, and You hereby acknowledge and agree that, in the absence of an express statement by Us to the contrary, We are not “providing” You with the Content; and (ii) any Content that You create, transmit or display while using the System and for the consequences (including any loss or damage which We may suffer) of doing so.
5. It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers.

10. TERMINATING YOUR USE OF THE SYSTEM

1. If You want to terminate this Agreement, You may do so by (a) notifying Us at any time, and (b) closing all of Your System user accounts.
2. We may, at any time, undertake a permanent or temporary Service Suspension if We reasonably determine that such suspension is necessary in order to prevent a violation of law (including if any aspect of the System is held to be invalid, illegal or unenforceable under present or future laws), or a violation of these Terms of Use, or if a necessary third party service is no longer available, regardless of the reasons for such unavailability. If a Service Suspension has not been resolved within ten (10) business days, then either party to this Agreement may terminate the Agreement by written notice to the other.
3. Notwithstanding sub-sections (a) and (b) above, all of Your rights to access the System under these Terms of Use shall automatically terminate in the event of an unauthorized assignment, as set forth in this Agreement.
4. If We disable access to Your account, You may be prevented from accessing the System, Your account details or any files or other content which is contained in Your account.
5. Upon any termination of these Terms, Your right to use the System terminates, but the provisions under “Limitation on Your Use”, “Limitation on Access to the System”, “Proprietary Rights”, “Exclusion Of Warranties”, “INDEMNIFICATION”, “Limitation of Liability” and “General Legal Terms” continue to apply to Both of Us even after termination.

11. DISCLAIMER

1. THE SYSTEM (INCLUDING ANY ADVERTISING DISPLAYED THEREON) AND ANY MATERIALS OBTAINED THROUGH USE OF THE SYSTEM, IS MADE AVAILABLE “AS IS” or “AS-AVAILABLE”. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO THE SYSTEM OR THE MATERIALS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU ALONE SHALL BEAR THE RISK AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM USE OF THE SYSTEM OR ANY MATERIALS. NO ADVICE OR INFO MATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM THE SYSTEM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
2. We do not represent or guarantee that access to the System will be uninterrupted or error free. You acknowledge that the System may be affected by outages, faults or delays. Such outages, faults or delays may be caused by factors, including technical difficulties with the performance or operation of our or another person’s software, equipment or systems, traffic or technical difficulties with the Internet or infrastructure failures. In addition, We accept no liability for any failure to comply with this Agreement where such failure is due to circumstances beyond our reasonable control.
3. We do not accept responsibility for any loss or damage, however caused (including through negligence), that You may directly or indirectly suffer in connection with Your use of the System or any linked website, nor do We accept any responsibility for any such loss arising out of Your use of or reliance on information contained on or accessed through the System.
4. To the extent permitted by law, any condition or warranty that would otherwise be implied into these terms and conditions is hereby excluded. Where legislation implies any condition or warranty, and that legislation prohibits Us from excluding or modifying the application of, or our liability under, any such condition or warranty, that condition or warranty will be deemed included but our liability will be limited for a breach of that condition or warranty to one or more of the following:
   1. If the breach relates to goods:
      1. the replacement or repair of such goods or the supply of equivalent goods; or
   2. If the breach relates to services:
      1. the supplying of the services again; or
      2. the payment of the cost of having the services supplied again.

12. INDEMNIFICATION

1. YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND US AND OUR SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, CO-BRANDERS OR OTHER PARTNERS, AND EMPLOYEES, AT YOUR EXPENSE, AGAINST ANY AND ALL THIRD PARTY CLAIMS OR DEMANDS, ACTIONS, PROCEEDINGS AND SUITS AND ALL RELATED LIABILITIES, DAMAGES, SETTLEMENTS, PENALTIES, FINES, COSTS AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEY’S FEES AND OTHER DISPUTE RESOLUTION EXPENSES) INCURRED BY US, DUE TO OR ARISING OUT OF DATA YOU OR YOUR PERSONNEL OR SUB-USERS SUBMIT, POST TO, TRANSMIT OR COMMUNICATE THROUGH THE SYSTEM; YOUR, YOUR PERSONNEL, OR YOUR SUB-USER’S USE OR MISUSE OF THE SYSTEM; YOUR, YOUR PERSONNEL OR YOUR SUB-USER’S CONNECTION TO OTHER USERS; YOUR, YOUR PERSONNEL, OR YOUR SUB-USER’S VIOLATION OF THESE TERMS, OR YOUR, YOUR PERSONNEL OR YOUR SUB-USER’S VIOLATION OF ANY RIGHTS OF ANOTHER.

13. LIMITATION OF LIABILITY

1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL OR EQUITABLE THEORY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL ZYNG OR ANY OF ITS EMPLOYEES, DIRECTORS, OFFICERS, AGENTS, VENDORS OR SUPPLIERS BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY NATURE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SYSTEM OR FOR ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE SYSTEM OR FOR ANY INFORMATION, PRODUCTS OR SERVICES OBTAINED THROUGH THE SYSTEM, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF AN AUTHORIZED REPRESENTATIVE OF ZYNG HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, IN NO EVENT SHALL ZYNG’S LIABILITY UNDER THIS AGREEMENT, INCLUDING FOR DIRECT DAMAGES, EXCEED THE AMOUNT YOU HAVE PAID ZYNG UNDER THIS AGREEMENT.

14. U.S. GOVERNMENT END USERS

1. The software used to provide the System is a “commercial item,” as that term is defined in 48 C.F.R. 12.101 (Oct. 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the software with only those rights set forth herein.

15. NOTICES

1. All notices under this Agreement should be sent, in writing, to our address: Shazzle LLC, 14 Storrs Avenue, Braintree, MA 02184.
2. You agree that We may provide You with notices, including those regarding changes to these Terms, by email, regular mail, or postings on the System.

16. GENERAL

1. Zyng reserves the right to update or modify these Terms of Use at any time without prior notice to You. Your use of the System following any such change constitutes Your unconditional agreement to follow and be bound by this Agreement as changed. For this reason, We encourage You to review these Terms of Use whenever You use the System. If You do not agree with these Terms of Use, do not use the System.
2. Sometimes when You use the System, You may (as a result of, or through Your use of the System) use a service or download a piece of software, or purchase goods, which are provided by a person or company other than Zyng. Your use of these other services, software or goods may be subject to separate terms between You and the company or person concerned. If so, these Terms of Use do not affect Your legal relationship with these other companies or individuals.
3. These Terms of Use constitute the whole legal Agreement between You and Zyng and govern Your use of the System (but excluding any services which We may provide to You under a separate written agreement), and completely replace any prior agreements between You and Us in relation to the System.
4. You agree that if We do not exercise or enforce any legal right or remedy which is contained in these Terms of Use (or of which We have the benefit under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to Us.
5. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms of Use is invalid, then that provision will be removed from these Terms of Use wit out affecting the rest of these Terms of Use. The remaining provisions of these Terms of Use will continue to be valid and enforceable.
6. You acknowledge and agree that each member of the group of companies of which We are the parent shall be third party beneficiaries to these Terms of Use and that such other companies shall be entitled to directly enforce, and rely upon, any provision of these Terms of Use which confers a benefit on, or rights in favor of, them.
7. These Terms of Use, and Your relationship with Us under this Agreement, shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. You and We agree to submit to the exclusive jurisdiction of the courts located within Suffolk County, Massachusetts to resolve any legal matter arising from these Terms of Use.
8. This Agreement contains the entire agreement between You and Zyng with respect to the System. It supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Zyng with respect to the System. Any rights not expressly granted herein are reserved to Zyng. These Terms of Use, as amended from time to time, will continue to apply until terminated by either You or Us as set out herein.

Accepting these Terms

In order to use the System, you must first agree to these Terms. You may not use the System if you do not accept these Terms.  You can accept these Terms by clicking to accept or agree to these Terms, where this option is made available to you by us in the user interface for any service; or by actually using the System. You understand and agree that we will treat your use of the System as acceptance of these Terms from that point onwards.

You may not use the System and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from using the System under the laws of the United States or other countries including the country in which you are resident or from which you use the System.

Any individual under the age of 18 years (“Minor”) must have a parent or guardian accept the Terms in order for him or her to use the System.  A parent or guardian who accepts the Terms on behalf of a Minor will be primarily liable for ensuring complete and proper compliance with the Terms, including any payment obligation.  A parent or guardian who accepts the Terms on behalf of a Minor will continue to be primarily liable for the obligations mentioned in the Terms even when the Minor has attained the age of 18, unless the parent or guardian obtains the Company’s express written consent to the contrary.

If you are entering into this Agreement on behalf of a company or other organization, you must have the authority to bind your company or organization to this Agreement and commit funds on its behalf.  Titles that typically carry that authority include, without limitation:  Chairman, Principal, President, Officer, Vice President, Director, Controller, Finance Manager or Purchasing Manager.   We may reject this Agreement if we determine, in our sole discretion, that you do not have the appropriate authority.  In any case, if you are entering into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind it to this Agreement and commit funds on its behalf, and the terms “you” and “your” will refer to that company or organization.  If you do not have that authority, or if you do not agree with these terms and conditions, you must select the “I Do Not Accept this Agreement” button and may not use this product.

You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, you hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the system.  Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records.

Copyright and Trade Mark Policies

It is our policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and to terminate the accounts of repeat infringers. Details of our policy can be found at https://zyng.app/privacy-policy/.

Changes to these Terms

We may make changes to these Terms from time to time. When these changes are made, we will make a new copy of these Terms available at https://zyng.app/terms-of-service/.  If you use the System after the date on which these Terms have changed, you agree that said use indicates acceptance of the updated Terms.