TheZnetwork TERMS OF USE

Last Updated:  July 7, 2024

PLEASE READ THIS AGREEMENT CAREFULLY.  BY ACCESSING OR USING THE SERVICES OR OTHERWISE AGREEING TO THIS AGREEMENT, YOU UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT AND RECOGNIZE THAT YOU MAY BE WAIVING CERTAIN RIGHTS.

These Terms of Use (the “Agreement”) constitute a legal agreement between you and TheZnetwork LLC (“TheZnetwork”, “we”, “us”, or “our”) and govern your access to and use of our websites (collectively, the “Site”), mobile application (the “App”), mobile and website marketing platform (the “Platform”, as further defined below) and related services and resources (collectively, the “Services” as further defined below).  For purposes of this Agreement, “User”, “you” or “your” means any user of our Services, whether an Influencer or Advertiser, as both are defined below, or other visitor to or user of our Services for any purpose.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION AGREEMENT WHICH LIMITS YOUR RIGHTS TO BRING AN ACTION IN COURT, BRING A CLASS ACTION, AND HAVE DISPUTES DECIDED BY A JUDGE OR JURY, AS WELL AS PROVISIONS THAT LIMIT OUR LIABILITY TO YOU.

Some terms may not apply to you, depending on where you are in the world, so please look out for any notices explaining terms that are relevant to particular countries only.

YOUR CONTINUED USE OF THE SERVICES IS SUBJECT TO YOUR CONTINUED COMPLIANCE WITH THIS AGREEMENT.  IN THE EVENT YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT USE THE SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

CONTINUED ACCESS AND USE THE SERVICES AFTER CHANGES HAVE BEEN MADE TO THIS AGREEMENT CONSTITUTES YOUR ACCEPTANCE OF THE REVISED AGREEMENT THEN IN EFFECT.  YOU AGREE THAT YOU SHALL REVIEW THIS AGREEMENT PERIODICALLY AND THAT YOU SHALL BE BOUND BY THIS AGREEMENT AND ANY MODIFICATIONS TO IT.

If you are an individual accessing or using the Services on behalf of, or for the benefit of, any corporation, partnership, or other entity with which you are associated (“Organization”), then you are agreeing to this Agreement on behalf of yourself and such Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement.  References to “you” and “your” in this Agreement will refer to both the individual using the Sites and to any such Organization.  By continuing to use the Services, you agree that your use of the Services is legally sufficient consideration under this Agreement.

We are committed to making the Services accessible for all Users, and shall continue to take reasonable steps necessary to comply  with applicable laws.  In the event you have difficulty accessing any content, feature, or functionality of a Service, please contact us.

The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Please use the links below to access the various topics in this Agreement.

GENERAL TERMS

1.        Applicability

2.        Certain Definitions

3.        Authorized Use of Our Services

4.        License

5.        User Accounts

6.        Interactive Features and Forums

7.        Descriptions, Testimonials, Opinions

8.        Third-Party Content and Links

9.        Availability of the Platform and the Services

10.        Mobile Applications

PLATFORM TERMS

11.        Engagement Between Advertiser and Influencer

RIGHTS OF THE PARTIES AND OTHER TERMS

12.        Our Intellectual Property Rights

13.        Copyright Infringement

14.        Term and Termination

15.        Children

16.        Relationship of the Parties

17.        Confidentiality.

18.        Disclaimer of Warranties

19.        Indemnity

20.        Limitation of Liability

21.        Disputes, Arbitration and Class Action Waiver

22.        Injunctive Relief

23.        Other Important Legal Terms

24.        Contacting Us

GENERAL TERMS

1. Applicability

1. This Agreement, and any and all restrictions and policies posted by TheZnetwork in the App, on the Site, or otherwise implemented by TheZnetwork from time to time with respect to the Platform and/or the Services, as defined below, or any agreements entered into by you and us that govern the User’s access and use of the Services, or any part thereof, also govern your use of our Services.
2. We handle any personal information that we collect about you during your use of our Services pursuant to our Privacy Policy.
3. Users may use certain features of the Services without downloading the App or creating a User Account, as defined below.  In the event you do not accept this Agreement, however, you must not use the Services in any capacity.
4. TheZnetwork may make changes to this Agreement, at any time, and Users should check back often and make sure that you are familiar with the most current version of thi        s Agreement.  We may, but are not required to, contact you through your account or the email address you provided to us when creating an account to let you know of any changes we deem material.  Any amendment to this Agreement shall be effective upon TheZnetwork’s posting of such updated Agreement on the Services.  User’s continued use of the Services after such posting constitutes User’s consent to be bound by this Agreement, as updated and amended.
5. The Services are only available in certain countries.  You may not use our Services in any country or jurisdiction where they are not available.

2. Certain Definitions

1. Certain definitions used within this Agreement are defined in this Section.  Other definitions are defined as described elsewhere in the Terms.

1. “Advertiser” or “Brand” means a User whose product or service is being advertised, or whose name or image is mentioned or promoted in an advertisement created by an Influencer. Advertisers may open an Advertiser (or Brand) Account.
2. “Advertiser Profile” or “Brand Profile” means the publicly facing section of an Advertiser Account.
3. “Influencer” means a User who has created and activated an Influencer Account.
4. “Influencer Profile” means the publicly facing section of an Influencer Account.
5. “Platform” means the marketing platform for Influencers, Advertisers and/or other users , which is accessible via the Platform.
6. “Services” means, collectively, any services and features TheZnetwork may provide to Users, Advertisers and/or Influencers, including the Site, the App, the Platform, and any features of the Platform, including, but not limited to, connecting Influencer’s social accounts and Engagements, as may be amended from time to time, and providing support through an account manager or “concierge agent.”
7. “User Account” means, collectively, the Advertiser Accounts and Influencer Accounts.

3. Authorized Use of Our Services

By using or attempting to use our Services, you acknowledge, represent and warrant that:

2. You shall not violate, and shall comply with, all applicable statutes, orders, regulations, rules and other laws;
3. You shall not violate the rights of any third party;
4. You are the legal age of majority in your jurisdiction, and that you have the power to form a binding contract with us on your own behalf or on behalf of any group constituting an Influencer, and are not barred under any applicable laws from doing so, and that funds received by such a group representative will be held by such representative in trust for such group and distributed appropriately.  Regardless of the legal age of majority in your jurisdiction, in no instance may you use or attempt to use our Services in the event you are under the age of eighteen (18);
5. TheZnetwork is not providing any legal services and shall not advise or be deemed to advise User regarding any legal matters.  In the event User desires to obtain legal counsel, User shall seek an independent legal counsel licensed to practice law in User’s jurisdiction.  User shall not rely on TheZnetwork for any such counsel;
6. TheZnetwork provides a Platform and allows Users to engage with each other to post content, and therefore TheZnetwork is not and shall not be responsible or liable for any content, including but not limited to data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links posted by any User or other party;
7. You shall not utilize the Services in any manner violative of any agreement made with us or an Advertiser or Influencer, including Engagement Agreements, through our Services;
8. You shall not take any screenshots, screengrabs, screen captures, pictures of, or otherwise capture or copy any of the Services, or information within the Services, including the App and Site, and including, but not limited to, information contained in Engagements or User Profiles;
9. You shall not share any information you learn within or in connection with our Services with anyone outside the Services, including, but not limited to TheZnetwork Confidential Information and Advertiser Confidential Information unless specifically authorized to do so as part of Influencer Services pursuant to an Engagement Agreement, and then only for the specific information for which you are authorized to share;
10. You shall not expose the Services to any risk of piracy and attempted attacks on the vulnerability of the Services and any applicable security system, and to implement all appropriate measures to prevent those aforementioned risks or any other risk that may affect the Services; and
11. You shall not use the Services for any fraudulent or unlawful purpose and shall not take any action to interfere with the Services, or any other party’s use thereof.  For example, you shall not do any of the following, without our express written permission:

1. Post, upload, share, transmit, distribute, facilitate distribution of or otherwise make available to or through the Services any content, that is or may be, unlawful, harmful, harassing, xenophobic, political, defamatory, threatening, intimidating, fraudulent, tortious, vulgar, obscene, hateful, pornographic, spam, discriminatory, violative of privacy or publicity rights, infringing of intellectual property or other proprietary rights, violative of NIL guidelines (If applicable), or otherwise objectionable in our sole discretion, including unauthorized or unsolicited advertising;
2. Post to or transmit through the Services any sensitive or special personally identifiable information about yourself or third parties, such as social security, credit card or bank account numbers, religious or political belief, health or medical information, or other information concerning such sensitive or special personal matters, unless specifically requested by us;
3. Sell, exchange, reproduce, duplicate, copy, monetize, publicly display, frame, sell, resell or otherwise exploit for any commercial purposes, any portion of, use of, or access to the Services, without our express written permission or as otherwise expressly allowed in this Agreement. The foregoing does not limit or restrict an Influencer or Advertiser from posting on social media or otherwise any content created by the Influencer for the Advertiser during use of the Services;
4. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with any person or entity in connection with the Services, or express or imply that we endorse any statement you make;
5. Violate, or attempt to violate, the security of the Services;
6. Disseminate on the Services any viruses, worms, spyware, adware, or other malicious computer code, file or program that is harmful or invasive or is intended to damage or hijack the operation of, or monitor the use of, any hardware, software, equipment or any part of the Services;
7. Use scripts, macros or other automated means to impact the integrity of balloting/voting, ratings or similar features;
8. Reverse engineer, disassemble, decompile, or otherwise attempt to derive in any way, the method of operation of the Services;
9. Build a competitive product or service using the Services, build a product or service using similar ideas, features, functions, or graphics as the Services or determine whether the Services are within the scope of any patent;
10. Interfere in any manner with the operation or hosting of the Services or monitor the availability, performance, or functionality of the Services;
11. Use any data mining, bots, spiders, automated tools or similar data gathering and extraction methods, directly or indirectly, on the Services or to collect any information from the Services or any other User of the Services;
12. Assist or permit any persons in violating this Agreement or other applicable laws or rules governing the use of the Services.
13. Create links to the Services, or any content available via Services, without TheZnetwork’s prior written approval. As a matter of clarification, the foregoing is not meant to prohibit or restrict an Influencer posting links on social media to its content created for the Advertiser as part of the Services;
14. Use logos, trademarks or any other element protected by TheZnetwork’s intellectual property rights, without our express written permission; or
15. simulate the appearance or functioning of the Services (e.g., by mirroring);

12. User must ensure that its employees and/or service providers comply with this Agreement, and User is and shall remain at all times responsible for any non-compliance or violation of this Agreement by its employees and/or service providers, or any other person to which it gives access to its User Account or otherwise allows to use the Services.
13. All registration information you submit will be true, accurate, current, and complete, you will maintain the accuracy of such information and promptly update such registration information as necessary, and you have the legal capacity and you agree to comply with these Terms of Use.

4. License

1. Subject to the User’s compliance with the terms and restrictions set forth in this Agreement, TheZnetwork grants User a limited, personal, revocable, non-assignable, non-transferrable, non-sub-licensable, and non-exclusive right to access and use the Services, subject to the Terms.  It shall be clarified that this Agreement does not entitle User to any right or title in the Services (or any part thereof), other than the rights explicitly granted herein.  No content from the Services may be copied, reproduced, republished, performed, displayed, downloaded, posted, transmitted, or distributed in any way without written permission of the rights owner  (as a matter of clarification, the foregoing does not limit distribution of content by a User created by an Influencer engaged during use of the Services).

5. User Accounts

In general, you are not obligated to register for an account in order to access the Site, however in order to access the Platform and/or our App, and to use the Services as an Influencer or Advertiser, you are required to create an account through our App or Site.

2. Account and Profile 

1.  In order to use the Services, Users must create an account (“ Account”).
2. You must create a password to access your  Account.  You are solely responsible for safeguarding your password.  User’s Account and password is personal to User, and User agrees not to provide any other person with access to the Platform and/or Services using User’s Account or password;
3. To receive or make payment for any Influencer Services performed through our Services and in order to utilize paid Services, you must enter your accurate financial account information such as your bank account number, bank name, tax identifier, or bank routing number, as we may request from time to time into the portal provided by our third party payment provider (e.g. Stripe).  You must be authorized to use the payment method that you enter in your Account.  You authorize us to charge you for any Fees and/or paid feature of the Services that you choose to sign up for or use while this Agreement is in force.  We may initiate payments (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for Subscriptions.

4. TheZnetwork may, at its sole discretion, accept User’s request to open an Account.  We may reject, and you may not use, a User’s name (or e-mail address) for any reason at our sole discretion.  For example, we may reject a User’s name (or e-mail address) that is already in use by someone else; that may be construed as impersonating another person; that belongs to another person; that violates the intellectual property or other rights of any person; or that is offensive.  We reserve the right to reject or cancel an Account for any reason, or none whatsoever.  
5. You are responsible for all activities that occur under your Account, regardless of whether the activities are undertaken by you, your employees or a third party on your behalf (including your contractors or agents).  You agree to contact us immediately in the event you believe an unauthorized third party may be using your Account or in the event your Account information is lost or stolen.  You may terminate your Account and this Agreement at any time in accordance with Section ‎14.
6. WE EXPLICITLY DISCLAIM LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION AND USER IRREVOCABLY WAIVES ANY CLAIMS, OF ANY NATURE IN CONNECTION THEREWITH.

3. Information

1. The Services may allow Users to enter certain information on their Profiles. A  User may fill in the Profile with the following information, as may be amended by TheZnetwork from time to time:  User’s name, picture, email, date of birth, gender, address, interests, social media accounts, general information about the User, and User’s social media posts (“User Information”).
2. The Services may provide Userswith the option to link its social media accounts with its Account.  If you link your Account with your social media accounts, you acknowledge, warrant and undertake that (i) your social media accounts are not governed by this Agreement, but are governed by each social media site’s own terms of use, privacy policies, and/or other policies (“Third Party Policies”); (ii) you shall review and comply with such Third Party Policies, and, amongst others, make sure that each such link is in compliance with the respective Third Party Policies; and (iii) TheZnetwork shall not be liable in any way for any non-compliance or violation by you of any Third Party Policies and/or applicable law.
3. By submitting Information to the Profile, or allowing it to be shared, User acknowledges that TheZnetwork is and shall be under no obligation to edit or control any Information and shall not be in any way responsible or liable for any Information.  Although TheZnetwork has no obligation to screen, edit or monitor any of the Information, TheZnetwork explicitly reserves the right, at its sole discretion, to remove, edit, or block without giving any prior notice, any Information available on the Profile, at any time and for any reason, and User is solely responsible for creating backup copies of Influencer Information.
4. User grants to TheZnetwork the right to utilize and disclose Information to any third party as necessary to operate the Services, to protect the rights of TheZnetwork, its customers, employees or others, to enforce this Agreement, to comply with legal obligations or governmental requests or for any other reason or purpose as TheZnetwork deems appropriate.
5. By submitting the information to TheZnetwork, User represents and warrants that:  (i) it shall use the Account solely in accordance with this Agreement and any applicable law; and (ii) any information provided to TheZnetwork by User is correct and will be updated by User as necessary.
6. USER UNDERSTANDS AND AGREES THAT Z NETWORK SHALL NOT BEAR ANY LIABILITY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND THAT USER MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH UPLOADING ANY INFORMATION, AND Z NETWORK IS NOT AND SHALL NOT BE RESPONSIBLE OR LIABLE TO ANY THIRD PARTY (INCLUDING ADVERTISERS) FOR THE CONTENT OR ACCURACY OF ANY INFORMATION POSTED BY USER OR ANY OTHER USER OF THE PLATFORM AND/OR SERVICES.  USER IS AND SHALL BE SOLELY RESPONSIBLE FOR ITS INFORMATION AND THE CONSEQUENCES OF POSTING OR PUBLISHING SUCH INFORMATION ON THE PROFILE, IN ANY WAY AND USER IRREVOCABLY WAIVES ANY CLAIMS, OF ANY NATURE IN CONNECTION THEREWITH
7. User represents and warrants that User is and shall remain at all times the rightful owner of the Information User uploads to the User’s Profile or that User has (and shall continue to have) all the required licenses, rights, consents, and permissions from the rightful owners of such consent, and that such content does not infringe any third party’s intellectual property rights or other rights, including without limitation, any privacy rights, publicity rights, copyrights, or any other intellectual property rights.  In the event User shares any Information, User represents and warrants that such person has consented to receiving the information.
8. Without derogating from any other provisions of this Agreement, User expressly agrees that the Information that User posts or uploads shall not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is or may be unlawful,  defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar, or otherwise violates Section 3 of this Agreement; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; (v) content that is sensitive or special personal information under applicable data privacy laws in User’s jurisdiction; or (vi) content that might reasonably pose a risk to a person’s safety, security or health.  The above examples of unlawful and prohibited content do not constitute an exhaustive list.  In the event you see Information on our Services that you believe violates this Agreement, please contact us at TheZNetworkLLC@gmail.com. 
9. You acknowledge that any Information you upload or share in your Profile or otherwise on or through the Services shall be publicly available, and that you have no expectation of privacy in such content, and that it may be seen and used by others.  IN THE EVENT YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER INFLUENCER INFORMATION PUBLICLY AVAILABLE IN YOUR PROFILE OR OTHERWISE ON OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.

6. Interactive Features and Forums

1. We may host user-generated content, reviews, promotions, profiles, blogs, social connection features and other interactive features or services through which users can post or upload content, including, without limitation, from Influencer to Advertiser (each, a “Forum”).  Any information that you choose to share or post through or on a Forum (“Forum Content”) may be publicly available.  You agree that you have no expectation of privacy in such Forum Content and that it may be seen and used by others.  You understand that our staff, outside contributors, or other Users or persons connected with us may participate in Forums or other aspects of the Services and may employ anonymous usernames when doing so.  IN THE EVENT YOU CHOOSE TO MAKE ANY OF YOUR PERSONAL INFORMATION OR OTHER FORUM CONTENT PUBLICLY AVAILABLE ON A FORUM OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN RISK.
2. Without derogating from the above, User expressly agrees that the Forum Content that User posts or uploads shall not include (i) any spam, unsolicited promotions, advertising, contests or raffles; (ii) content which is or may be unlawful,  defamatory, libelous, harassing, offensive, indecent, pornographic, abusive, fraudulent, threatening or vulgar, or otherwise violates Section 3 of this Agreement; (iii) content that unlawfully discriminates on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economical class; (iv) content that encourages criminal behavior or conduct that would constitute a criminal offense under any law, or could give rise to civil liability or other lawsuit; (v) content that is or may be sensitive or special personal information under applicable data privacy laws in User’s jurisdiction; or (vi) content that may reasonably pose a risk to a person’s safety, security or health.  The above examples of unlawful and prohibited content do not constitute an exhaustive list.
3. We do not endorse Forum Content posted in Forums, cannot guarantee the accuracy or authenticity of such Forum Content, and are acting only as a passive conduit for such Forum Content.  Forum Content may include suggestions for uses of our or other products or services that have not been evaluated or approved by us and we do not recommend such uses.
4. WE RESERVE THE RIGHT TO REMOVE ANY FORUM CONTENT, OF ANY VARIETY, AT ANY TIME FOR ANY REASON AT OUR SOLE DISCRETION.
5. Our Services and certain Forums may also allow you to make recommendations or send Forum Content or other content to others, for example through a “share” feature that shall send content to the email address or phone number you provide.  Only provide contact information for individuals who have told you they want to receive such Content.  By providing someone’s contact information, you represent and warrant that they have confirmed to you that they want to receive the content.
6. You irrevocably acknowledge and agree that we reserve the right (but have no obligation) to do one or all of the following, at our sole discretion:  (i) evaluate Forum Content before allowing it to be posted on the Services and/or any Forum; (ii) monitor Forum Content and Forums; (iii) alter, remove, reject, or refuse to post or allow to be posted, without notice to you, any Forum Content, for any reason or for no reason whatsoever; provided, however, that we shall have no obligation or liability to you for failure to do so or for doing so in any particular manner; and/or (d) disclose any Forum Content, and the circumstances surrounding its transmission, to any third party in order to operate the Services, to protect us, our Users or others, to comply with legal obligations or governmental requests, to enforce the Terms, or for any other reason or purpose we deem appropriate.  In the event you see Forum Content on our Services that you believe violates this Agreement, please contact us at TheZNetworkLLC@gmail.com.

7. Descriptions, Testimonials, Opinions

1. Our Services may contain opinions of other Users, advertisers or other third parties.  Such information available on our Services, or accessed from the Services by hyperlink, represent the opinions of these respective parties, which are not necessarily those of TheZnetwork.  
2. Our Services may contain content with information about how to use a product or statements about a product’s effectiveness.  Some of these statements are not written by us and do not represent our opinion.  Other statements may be written by us but are not a representation or warranty about a product or effectiveness and should not be relied upon as such.
3. The Services may present you with information on marketing plans, events, charitable causes, and the like.  This is presented for informational purposes only and should not be considered our endorsement of same. Marketing plans or other suggestions made through an artificial intelligence (“AI”)  chatbot are not those of TheZnetwork and TheZnetwork disclaims any and all liability for the truth, accuracy or completeness of the same or for its applicability to your particular situation.  
4. The Services may contain a variety of “tools” for your use, such as a valuation calculator. These are for informational purposes only and should not be relied upon or viewed as definitive opinions.
5. The Services may allow you to add product reviews, opinions, or testimonials.  In the event that you add a review, we may (but are not required to) reach out with a separate agreement to further define our rights in such content.
6. Descriptions and graphic representations of products on the Services are for informational purposes only and may not completely reflect the current product or Service.  We reserve the right to change product or Service descriptions at any time, and we are not and shall not be responsible for variations between a description and the actual product or Service.  Technological issues, such as your device settings, may alter how a product or Description appears on the Services.  Please note that descriptions or graphic representations of Advertiser’s products or other third-party products are not under our control and we make no representations regarding them.
7. WE HEREBY DISCLAIM ANY REPRESENTATION OR WARRANTY CONTAINED IN ANY TESTIMONIAL, BLOG, DESCRIPTION, TOOL OR OPINION OR OTHER FORUM CONTENT POSTED ON THE SERVICES TO THE MAXIMUM EXTENT ALLOWED BY LAW.  CLAIMS CONTAINED IN TESTIMONIALS, BLOGS, DESCRIPTIONS, TOOL OR OPINIONS OR OTHER FORUM CONTENT HAVE NOT BEEN SUBSTANTIATED SCIENTIFICALLY OR BY THE FOOD AND DRUG ADMINISTRATION.  YOU UNDERSTAND THAT NONE OF OUR SERVICES PROVIDE MEDICAL ADVICE, MAKE CLAIMS ABOUT DRUG EFFECTIVENESS, OR DETAIL TREATMENTS FOR SPECIFIC ILLNESSES OR AILMENTS.  Please review the Disclaimer of Warranties section below for more information.

8. Third-Party Content and Links

1. Any information, statements, opinions, or other information provided by third parties (including AI)  and made available on our Services are those of the respective author(s) and not us.  We do not guarantee the validity, accuracy, completeness or reliability of any opinion, advice, service, offer, statement, or other third-party content on our Services.
2. We may provide on the Services, solely as a convenience to Users, links to websites, social media pages, mobile applications or other services operated by other entities.  In the event you click these links, you shall leave our respective Site or App.  In the event you decide to visit any external link, whether provided by us or other third parties, you do so at your own risk, and it is your responsibility to take all protective measures to guard against viruses or other destructive elements.  We do not make any warranty or representation regarding, or endorse or otherwise sponsor, any linked sites or the information appearing thereon or any of the products or services described thereon.  Links do not imply that we are legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links or that any linked site is authorized to use any of our trademarks, logos, or copyright symbols.
3. We may maintain a presence on social media websites, including Facebook, LinkedIn, Google Plus, Twitter, YouTube, Vine, TikTok, Pinterest and Instagram, and others (collectively, “Social Media Pages”), to provide a place for people to learn more about us and our products and to share experiences with our products and Services.  When you visit these Social Media Pages, you are no longer on our Site, but rather a website operated by a third party.  All comments, visuals and other materials posted by visitors to our Social Media Pages do not necessarily reflect our opinions, values, or ideas.  All visitors to our Social Media Pages must comply with the respective social media platform’s terms of use.
4. Our Services may allow you to download certain content, applications, software, and other information or materials.  We make no representation that such download shall be error or malware free or fit for a particular purpose.  Certain downloads may be subject to a separate agreement either with TheZnetwork or a third party, for example an agreement with a mobile application store.
5. YOU AGREE THAT YOUR USE OF THIRD-PARTY WEBSITES, APPLICATIONS, SERVICES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS, OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH THIRD PARTIES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS OF USE APPLICABLE TO SUCH SITES AND RESOURCES.

9. Availability of the Platform and the Services

1. TheZnetwork may have to change, suspend, or discontinue any aspect of the Services, or any part thereof, at any time, at our sole discretion,including the availability of the Platform.  TheZnetwork reserves the right to update and make operational modifications to the Services at any time.  These updates and operational modifications to the Services may make access to the Services momentarily unavailable.  User agrees not to hold TheZnetwork liable for the consequences of any interruptions and/or suspensions.
2. Without derogating from the generality of the above, TheZnetwork may impose limits on certain features and Services or restrict User’s access to parts of or the entire Platform, terminate or limit any use of the Platform, in the event User violates this Agreement, or in the event TheZnetwork otherwise objects to User’s use of the Services, at TheZnetwork’s sole discretion.
3. User acknowledges that it is informed that the Services are partially based on third party services (interface, API, etc.) and that in the event of unavailability or dysfunction of one of the third-party services, Services may be unavailable and TheZnetwork shall in no case be held responsible for any of the consequences of the same.
4. TheZnetwork has no obligation to provide any type of technical or other support for the Platform or the Services or any content related thereto, whether provided by TheZnetwork, by User, or by third parties.  Notwithstanding the foregoing, TheZnetwork shall provide any support or services set forth in any SLA or other written contract between you and us.
5. We may change, discontinue, or deprecate any of the Services (including the Services as a whole) or change or remove features or functionality of the Services from time to time at our sole discretion.

10. Mobile Applications, If Available

1. Our Services may include an App that you can download to your phone, tablet, or other device via a third-party service, such as the Apple App Store, Google Play store, or any other platform on which we may make the App available.  Your use of the third-party service may be subject to additional terms related to that service from the service provider (each, an “App Store Provider”).  WE ARE NOT AND SHALL NOT BE LIABLE IN ANY WAY FOR, AND MAKE NO REPRESENTATIONS OR WARRANTIES RELATING TO, ANY SUCH THIRD-PARTY SERVICE OR ANY CLAIM OR DAMAGE RESULTING FROM YOUR USE OF SUCH THIRD-PARTY SERVICE.
2. You acknowledge that this Agreement and your use of the App is between you and us only, and not with any App Store Provider or its affiliates or subsidiaries.  As between us and an App Store Provider, we are solely responsible for the App and its content.  In the event anything in this Agreement conflicts with any usage rules for the App from an App Store Provider, such terms from the App Store Provider control (only so far as those terms conflict with this Agreement, and then exclusively for your use of the App).  All rights you have to use the App are for use only on appropriate products (which may require branding from the App Store Provider or other entities) and are non-transferable, except that the App may be accessed and used by other accounts associated with the you via features like Apple’s Family Sharing (or similar features from other App Store Providers) or volume purchasing.  We are solely responsible for providing any maintenance and support services for the App, as specified in this Agreement or as required under applicable law.  No App Store Provider has any obligation whatsoever to furnish any maintenance and support services for the App, nor any warranties for the same.
3. WE DISCLAIM ALL WARRANTIES RELATED TO ANY APP.  However, in the event that the App fails to conform to any applicable warranty that we cannot disclaim according to applicable law, you may have the right to notify the App Store Provider, and the App Store Provider may refund the purchase price for the App.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NO APP STORE PROVIDER SHALL HAVE ANY OTHER WARRANTY OBLIGATION WHATSOEVER WITH RESPECT TO THE APP.
4. We, not the App Store Provider, are responsible for addressing any claims relating to the App, including, but not limited to:  (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation, (iv) claims that the App infringes a third party’s intellectual property rights as well as the investigation, defense, settlement and discharge of any such intellectual property infringement claim.  By using the App, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.  You acknowledge and agree that the App Store Provider, and its subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement and your use of the App, the App Store Provider shall have the right (and shall be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

PLATFORM TERMS

11. Engagement Between Advertiser and Influencer

1. General

1. The Platform allows for Advertisers to enter into an agreement with Influencers for certain of Influencer’s services to be provided on Influencer’s social media accounts (“Influencer Services”) in favor of a certain product, service and/or brand of the Advertiser in accordance with certain terms and requirements posted by the Advertiser (an “Engagement”).
2. Any Engagement between Advertiser and Influencer in connection with our Services, or otherwise, shall be subject to this Agreement.
3. USER UNDERTAKES THAT IT SHALL NOT ENTER AND/OR EXECUTE ANY CONTRACTUAL PROVISIONS IN CONFLICT WITH THIS AGREEMENT WITH ANY PARTY.  Any contractual provision contrary to this Agreement shall not affect TheZnetwork’s rights hereunder and shall be void.  Advertiser and Influencer each covenant and agree to act with good faith and fair dealing in performance of their engagement, including with respect to any Engagement Agreements.

2. Engagements

1. Negotiation, Creation and Acceptance

1. Influencers and Advertisers may enter into communications through the Platform to determine if they desire to enter into an Engagement (“Negotiations”).
2. During the Negotiations, the Influencer and Advertiser shall set forth the terms under which they desire an Engagement to be performed.  This information shall include, at a minimum, the monetary remuneration the Advertiser is offering for completion of the Engagement (“Engagement Fee”), any tasks that must be completed by the Influencer as part of the Engagement (“Engagement Tasks”), the ending date of the Engagement (“End Date”), and the payment structure setting forth the amount to be paid upon completion of which Engagement Tasks (“Payment Terms”).  The Engagement Fee, Engagement Tasks, End Date, Payment Terms, and any other requirements set forth by the Parties shall be referred to as the “Engagement Terms.”  Advertiser and Influencer will reach agreement  on Engagement Terms through an acceptance procedure set forth in the Services  (the “Engagement Agreement”).  Any obligations of the Influencer under the Engagement Agreement will be referred to as the “Influencer Services”.
3. Advertiser and Influencer undertake that TheZnetwork shall in no way be liable to either the Advertiser or the Influencer for any losses and damages of any kind, which arises, or may arise, from the Negotiations, Engagement Terms, Engagement Agreement, breaches, or any other interactions between the parties, including, but not limited to, the failure to place any required or desired restrictions, disclaimers, requirements, tasks, or other terms or provisions in its Engagement Terms.

2. Performance

1. In the event that an Engagement Agreement is entered into between an Influencer and Advertiser, each of the Influencer and Advertiser agrees that it shall perform all obligations therein, in accordance with the Engagement Agreement, this Agreement and any applicable law.
2. Advertiser acknowledges, represents, and warrants that it is fully responsible for ensuring that Influencers fully disclose the endorsement by the Advertiser, and will make all other disclosures, as may be required by applicable law in all applicable jurisdictions, including, but not limited to the endorsement disclosure requirements under 16 C.F.R. § 255.5, as applicable under any Engagement.  USER UNDERSTANDS AND AGREES THAT THEZNETWORK EXPLICITLY DISCLAIMS LIABILITY FOR ANY AND ALL LOSSES AND DAMAGES OF ANY KIND ARISING OR WHICH MAY ARISE FROM ANY FAILURE OR ALLEGED FAILURE TO COMPLY WITH THIS PROVISION OR INFLUENCER’S FAILURE OR ALLEGED FAILURE TO COMPLY WITH ANY APPLICABLE LAW.  AND USER IRREVOCABLY WAIVES ANY CLAIMS OF ANY NATURE IN CONNECTION THEREWITH.
3. Influencer assumes all responsibility for verifying that the Engagement materials created as part of Influencer Services meet Advertiser’s approval, and such are subject to Advertiser’s acceptance and approval in accordance with the procedures for the same set forth in the Services.  Influencer shall deliver the agreed number of posts on the agreed platforms on the agreed upon schedule on behalf of Advertiser pursuant to the Engagement Terms.
4. Influencer shall become owner of all intellectual property, including copyright, of all works produced or created by Influencer during and for the purpose of the campaign and Services.  Influencer hereby  grants to Advertiser an unrestricted, unlimited, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and  irrevocable license to use the intellectual property for any purpose, including reposting, sharing and distribution, upon final payment of Engagement Price to Influencer.
5. For good and valuable consideration, Influencer hereby  grants TheZnetwork an irrevocable, perpetual, royalty-free license to use such intellectual property for TheZnetwork’s use, including but not limited for case studies.
6. When performing the Influencer Services pursuant to an Engagement Agreement, Influencer acknowledges, represents and warrants that:  (i) Influencer shall abide by the Engagement Terms and Engagement Agreement; (ii) Influencer shall not provide any content of a defamatory, obscene, offensive, violent or violence-inciting nature in Influencer’s social media accounts, or that is political, racist, xenophobic or generally in any way contrary to any applicable law; (iii) Influencer shall be liable for any violation of the Terms and/or any applicable law; (iv) the performance of the Influencer Services and the entering into the Engagement Agreement by Influencer does not violate any rights of any third party, and/or any agreement the Influencer is a party to; (v) that Influencer shall grant TheZnetwork an irrevocable perpetual license to use such Influencer Services for TheZnetwork’s use, including but not limited for case studies; and (vi) that TheZnetwork shall not be liable in any way for the Influencer Services performed by Influencer.
7. Influencer acknowledges that its receipt of the Engagement Fee is contingent on full performance of the Engagement Agreement’s Engagement Terms, including any and all Influencer Services stipulated therein.  Influencer acknowledges that failure to perform any Engagement Task or other requirement of the Engagement Agreement timely may result in a rejection of the Influencer Services and no, or partial, payment of the Engagement Fee.  Influencer agrees that Advertiser may decide whether an Engagement Agreement has been satisfactorily performed in  its sole discretion. However, procedures may be embedded in the Services to address Users  unresponsive to completion of Influencer Services; TheZnetwork shall have no liability for whether a payment is or is not paid, or whether an Advertiser receives a refund of its good faith deposit.  If there shall be a dispute between Influencer and Advertiser as to whether a payment has been earned, TheZnetwork’s resolution team shall be the final arbiter of such determination and make such decision in its sole and absolute discretion which shall be binding upon all parties.   Advertiser acknowledges that its initial approval of content may be considered as a factor contributing to a determination that payment has been earned.

3. Payment of Engagement Fees email

1. After an Engagement Agreement is entered into, but before the Influencer begins performance of the Influencer Services, Advertiser shall transfer the full price of the Engagement Fees plus TheZnetwork’s Service Fee (defined below) toTheZnetwork or its third party processing service.  Upon receipt of the Engagement Fees and TheZnetwork’s Service Fee , TheZnetwork shall inform the Influencer of receipt (“Notice of Fees”), at which time the Influencer may begin the Influencer Services.  The Influencer agrees and acknowledges that any Influencer Services performed prior to the receipt of the Notice of Fees may not be remunerated and is performed at the Influencer’s sole risk.
2. TheZnetwork shall hold all Engagement Fees in the third party service provider’s account  during the term of an Engagement.  TheZnetwork shall release the funds (including its Service Fee payable by the Advertiser and the Influence) in accordance with the process set forth on the Platform or as otherwise determined in TheZnetwork’s sole and absolute discretion.

3. Paid Services

1. Paid Services.

1. The TheZnetwork charges certain service fees related to the use of its Services (each, a “Service Fee”).  Prior to the purchase of any products or services, or any Services that require a Service Fee, you must provide us or our third party payment processor with a valid credit card number and associated payment information including all of the following:  (i) your name as it appears on the card, (ii) your credit card number, (iii) the credit card type, (iv) the date of expiration, and (v) any activation numbers, codes or other information reasonably requested by TheZnetwork.  By submitting that information to us or to our third party payment processor, as applicable, you agree that you authorize us and/or our processor, as applicable, to charge your card at our convenience but within thirty (30) days of credit card authorization.  For any product or service that you order on the Service, you agree to pay the price applicable (including any sales taxes and surcharges) as of the time you submit the order, unless we have agreed otherwise in writing.  We shall automatically bill your credit card or other form of payment submitted as part of the order process for such price.  In the event you have entered into any other payment arrangement with us, you agree to pay all incurred Fees when due pursuant to the terms of any applicable agreement in this regard.
2. Some of our Services are and/or may be offered in monthly, multi-month or yearly subscriptions, as described further below, at the price  shall automatically renew for another term, identical to the last in length, upon the end of the then-current term (the “Renewal Date”).  On each Renewal Date, your payment method shall be automatically charged the Monthly Subscription Charge unless you cancel the subscription prior to the Renewal Date.  By providing your payment method information for a subscription, you are agreeing to pay a subscription fee, that shall automatically renew, at the then current rate, unless you cancel prior to the expiration of the current Renewal Date, and any applicable taxes.  SUBSCRIPTIONS ARE NON-REFUNDABLE.

2. If applicable, we calculate, and bill Service Fees monthly or annually based on the selected payment plan (unless we have a separate agreement with you which states otherwise).  You shall pay us the applicable Service Fees for use of the applicable Services as described on the Site, App or in a separate price list we have provided you, using one of the payment methods we support.  All amounts payable under this Agreement shall be made without setoff or counterclaim, and without any deduction or withholding.  Fees for any new Service or new feature of a Service shall be effective when we post updated fees on the Site or App unless we expressly state otherwise in a notice to you.  We may increase or add new Service Fees for any existing Services by giving you at least thirty (30) days’ advance notice.  You consent to our ability to change our pricing and the details of our subscription packages through an electronic communication to you.  In the event you do not wish to accept a price or subscription package change made by us, you may cancel your subscription by emailing us at [email protected], otherwise you shall be deemed to have consented to the price/subscription package change and authorize TheZnetwork to charge the new Service Fees to your payment method.  In the event there are any discrepancies in billing, you hereby waive your right to dispute such discrepancies in the event you do not notify us within sixty (60) days after they first appear on an account statement.

1. In addition to our rights to suspend or terminate your use or access to our Services described elsewhere in this Agreement, we may suspend your User Account or right to access or use any or all of our Services immediately in the following events occur:  (i) you are delinquent on your payment obligations for more than seven (7) days; (ii) you have ceased to operate in the ordinary course of business, made an assignment for the benefit of creditors or similar disposition of your assets, (iii) you become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (iv) you or one of your office holders and/or affiliates have been convicted in a criminal office, or (v) we are in the opinion that you have committed, or about to commit a material breach of this Agreement.
2. In the event that we suspend your right to access or use any portion or all of the Services, you remain responsible for all Service Fees (or Engagement Fees) you have incurred through the date of suspension, and you remain responsible for any applicable Service Fees for tasks completed after the date of suspension.  We shall not erase any of your Advertiser Content, Influencer Information or other content created by you as a result of your suspension, except as specified elsewhere in this Agreement.  YOU UNDERSTAND AND AGREE THAT Z NETWORK SHALL NOT BEAR ANY LIABILITY FOR ANY LOSS, DAMAGE, COST, OR EXPENSE OF ANY KIND THAT YOU MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH THE SUSPENSION OF YOUR ACCOUNT OR ACCESS TO OUR SERVICES AND YOU AGREE THAT YOU IRREVOCABLY WAIVE ANY CLAIMS OF ANY NATURE IN CONNECTION THEREWITH.
3. You hereby agree not to circumvent, avoid, bypass or obviate TheZnetwork to avoid payment of Service Fees, Engagement Fees or any other form of compensation to TheZnetwork in connection with the Services, Influencer or other User which has become known to you through use of the Services outside of the Services.
4. All Fees payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax.  You shall provide us any information we reasonably request to determine whether we are obligated to collect VAT or other taxes from you, including your tax identification number if needed.  You shall notify us and shall pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received in the event no deduction or withholding had been required.  You are responsible for the payment of all taxes which may result from your participation in our Services.  You agree to fully indemnify us in the event we are required to remit  a payment to a tax authority.
5. We may use a third-party payment processor to process your payment information, including your payment card data.  Be aware that you may be subject to the third-party processor’s terms and your information may be subject to their privacy practices.
6. YOU, AND NOT TheZnetwork, SHALL AND SHALL REMAIN AT ALL TIMES RESPONSIBLE FOR PAYING ANY UNAUTHORIZED AMOUNTS BILLED TO YOUR CREDIT CARD OR OTHER ACCOUNT BY A THIRD PARTY.  You agree to pay all fees and charges incurred in connection with your purchases (including any applicable taxes) of our Services at the rates in effect when the charges were incurred.  Unless you notify TheZnetwork of any discrepancies within not later than thirty (30) days after they first appear on your credit card statement, you agree that they shall be deemed accepted by you for all purposes.  In the event TheZnetwork does not receive payment from your credit card issuer or its agent, you agree to pay all amounts due upon demand by TheZnetwork or its agents.  Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products.  You are responsible for paying any such taxes or charges imposed on your purchases, including, but not limited to, sales, use or value-added taxes.   TheZnetwork shall automatically charge and withhold the applicable tax for orders to be delivered to addresses within and any states or localities that it deems is required in accordance with our order policy in effect at the time of purchase.
7. TheZnetwork Commissions.  As a matter of clarification, fees and charges referred to herein include, without limitation, the portion of the Engagement Fee entitled to be retained by TheZnetwork to the extent described on the Site, from the Influencer’s portion of the Engagement Fee and from the funds sent to escrow by the Advertiser.  
8. Refund Policy

1. All purchases made through the Services are subject to our return policy in effect at the time of purchase.  Currently, TheZnetwork’s refund policy is to not offer any refunds for any subscriptions or products purchased through the Services, except in our sole and absolute discretion.
2. If a collaboration between Influencer and Advertiser is agreed to, there are automatic payment triggers set forth on the Platform for unresponsive Influencers or Advertisers. TheZnetwork shall have no liability for the activation of an automatic payment trigger.  In addition, certain cancellations of engagement by an Influencer or Advertiser  will be subject to a         cancellation fee.
3. Refunds, if any, are automatically directed to the User’s original payment method, as specified on their "Account" page.

RIGHTS OF THE PARTIES AND OTHER TERMS

12. Our Intellectual Property Rights

1. The Services, and all software, documentation, information, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of TheZnetwork or otherwise related to the Services or in connection therewith, and all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and related thereto (collectively, ”TheZnetwork Property”) shall be and remain the sole and exclusive property of TheZnetwork.  To the extent, if any, that ownership of any TheZnetwork Property does not automatically vest in TheZnetwork by virtue of this Agreement, or otherwise, User hereby unconditionally and irrevocably transfers and assigns to TheZnetwork, upon the creation thereof, all rights, title and interest User may have in and to such TheZnetwork Property (and waives any and all moral rights, as applicable).  Except for the limited license of rights expressly set forth herein, TheZnetwork does not grant User any right, title, or interest in any intellectual property owned or licensed by TheZnetwork.  The temporary provision of the Services shall not be construed as assigning any intellectual property right whatsoever to the User.
2. Without derogating from the above, by submitting content to us directly or indirectly (including through any use of third party social media platforms directed at us), you grant to us (or warrant that the owner of such information and material has expressly granted to us) a royalty-free, transferable, perpetual, sublicensable, irrevocable, and unrestricted right and license:  (i) to use, commercially exploit, incorporate into the Platform and/or Services, reproduce, display, modify, adapt, publish, perform, translate, transmit and distribute or otherwise make available to others such content (in whole or in part and for any purpose) worldwide; (ii) to incorporate such content in other works in any form, media, product, service or technology now known or hereafter developed for any purpose, including sale, manufacture or advertising (and to exercise all intellectual property rights associated with such products or other works); and (c) to use your name, screen name, location, photograph, avatar, image, voice, likeness and biographical information provided in connection with the content in any and all media and for advertising or promotional purposes.  You also hereby grant each user of the Services a non-exclusive license to access your content through a Services, and to tag, rate, review, comment on, use, reproduce, distribute, display and perform such content as permitted through the functionality of the Services and under this Agreement.  Additionally, you irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of your content that you may have under any applicable law or legal theory.  Notwithstanding the foregoing, please note that any personally identifiable information you submit to us through our “contact us” forms, product order pages, job application portals or other forms that are intended to be confidential will be handled in accordance with our Privacy Policy and will not be publicly disclosed, except as described in our Privacy Policy or otherwise approved by you.
3. The User may in no case make the Services available to any third party and is strictly prohibited from any other use, including but not limited to any adaptation, modification, translation, arrangement, distribution, decompilation, or reproducing any element of the Platform and the Services, or any documentation related thereto.

13. Copyright Infringement

1. It is our policy to expeditiously respond to notices of alleged copyright infringement that comply with the United States Digital Millennium Copyright Act (“DMCA”).  This section describes the information that should be present in these notices and the take down procedure we follow with respect to allegedly infringing material.  In the event we receive proper notification of claimed copyright infringement, our response to these notices may include removing or disabling access to the allegedly infringing material and/or terminating or suspending users.  In the event we remove or disable access in response to such a notice, we shall make a good-faith attempt to contact the provider of the allegedly infringing content so that they may make a counter notification pursuant to the DMCA.  It is our policy to accommodate and not interfere with standard technical measures used by copyright owners to identify or protect their copyrighted works that we determine are reasonable under the circumstances.
2. In the event you believe that any content on a Site infringes upon any copyright which you own or control, you may send a written notification to our designated copyright agent (the “Designated Agent“), identified below, with the following information:

1. A description of the copyrighted work or other intellectual property that you claim has been infringed, with sufficient detail so that we can identify the alleged infringing material;
2. The URL or other specific location on the Site that contains the alleged infringing material described in (a) above, with reasonably sufficient information to enable us to locate the alleged infringing material;
3. Your name, mailing address, telephone number and email address;
4. The electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf;
5. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
6. A statement by you that the information contained in your notice is accurate and that you attest under penalty of perjury that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.

3. Our Designated Agent is:

Jonathan Bailey

CopyByte

3157 Gentilly Blvd Suite # 2254

New Orleans, LA 70122

Phone: 1-504-356-4555

Email: [email protected]

4. To notify the provider of the allegedly infringing material to which we have removed or disabled access, we may forward a copy of your infringement notice, including your name and email address to the provider of the allegedly infringing material.
5. We may terminate Users who, in our sole discretion, are deemed to be repeat infringers.  Knowingly misrepresenting in a notification that material is infringing can subject you to damages, including costs and attorneys’ fees, incurred by us or the alleged infringer.  In the event you receive an infringement notification from us, you may file a counter notification pursuant with our Designated Agent pursuant to the DMCA.  To file a counter notification, please provide our Designated Agent with the following information:

1. Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access was disabled;
2. Your name, mailing address, telephone number and email address;
3. The following statement:  “I consent to the jurisdiction of the courts in Broward County, Florida”;
4. The following statement:  “I shall accept service of process from [insert the name of the person who submitted the infringement notification] or his/her agent”;
5. The following statement:  “I swear, under penalty of perjury, that I have a good faith belief that the affected material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled”; and
6. Your signature, in physical or electronic form.

6. Upon receipt of valid counter notification, we shall promptly provide the person who provided the original infringement notification with a copy of your counter notification and inform that person that we shall replace the removed material or cease disabling access to it in ten (10) business days.  Further, we shall replace the removed material and cease disabling access to it not less than ten (10), nor more than fourteen (14), business days following receipt of your counter notice, unless Designated Agent first receives notice from the person who submitted the original infringement notification that such person has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on the Site.

14. Term and Termination

1. This Agreement is in effect until terminated by you or us, in connection with the provisions of this Section 14.
2. User may cancel its access to the Services at any time by providing TheZnetwork with a fourteen (14) days’ prior written notice of termination, which shall include your detailed contact information and any User Account information or other Site credentials, to us using the information in the Contact Us section, and deleting all data collected from the Services (the “TheZnetwork Data”) in User’s possession or control.  It is hereby clarified that you shall remain responsible for all Fees you have incurred through the date of termination.
3. In its sole discretion the TheZnetwork may terminate this Agreement or any of the Services at any time by providing you with a fourteen (14) days prior written notice.  Notwithstanding the foregoing, you acknowledge and agree that TheZnetwork has the right to terminate your access to the Platform and/or the Services immediately in the event you do not comply with this Agreement, are engaged in any activity that may expose TheZnetwork to risk or liability of any kind, or in the event TheZnetwork otherwise objects to your use of the Platform, at TheZnetwork’s sole discretion.
4. TheZnetwork may terminate this Agreement by notifying you using any contact information we have about you or by posting such termination on the Services, including in your User Account, Influencer Inbox or Advertiser Inbox.
5. For any notification we make to you under this Agreement, you agree that we may contact you by notifying you using any contact information we have about you or by posting such notification on the Services, including in your User Account, Influencer Inbox or Advertiser Inbox, and notification shall be deemed received upon such posting of notification or sending of an email.  Unless stated otherwise in this Agreement, any notice required to be sent to us must be sent to the email or physical address listed in the Contact Us Section.  All notifications made under this Section shall comply with our Privacy Policy.
6. USER AGREES THAT TheZnetwork SHALL NOT BE LIABLE TO USER OR ANY THIRD PARTY FOR ANY COSTS, LIABILITIES, LOSSES, EXPENSES, OR DAMAGES OF ANY KIND THAT MAY RESULT FROM (I) TERMINATION OF THIS AGREEMENT FOR ANY REASON, OR (II) USER’S ACCESS OR LACK OF ACCESS TO THE PLATFORM AND/OR THE SERVICES.
7. The following Sections of this Agreement shall survive any expiration or termination of this Agreement:  4, 12, 14.5, 14.6, 14.7, 14.8, 14.9, 14.10, 14.11, 16-23, and any other provisions or Sections that should by its nature survive.
8. Upon any expiration or termination of this Agreement, User shall promptly cease using the Services, and shall immediately return, or in the event instructed by us, destroy all TheZnetwork Property or TheZnetwork data in User’s possession.
9. Any termination of this Agreement shall not affect the validity of any agreement(s) between Influencers and Advertisers.  Neither Influencer nor Advertiser shall be relieved of its obligations in accordance with an Engagement Agreement.
10. You agree that in the event your use of a Service is terminated pursuant to this Agreement, you shall not attempt to use that Service under any name, real or assumed, and further agree that in the event you violate this restriction after being terminated, you shall indemnify and hold us harmless from any and all liability that we may incur therefore.  Your use of a Service after termination shall be a violation of this Section, which survives any termination.
11. Even after the termination of this Agreement or of your User Account or access to Service, any Influencer Information or Forum Content you have posted or submitted may remain on a Service indefinitely.

Children.  Our Sites are not designed to appeal to minors, and we do not knowingly attempt to solicit or receive any information from children under eighteen (18).  YOU MUST BE AT LEAST  EIGHTEEN (18) YEARS OF AGE TO ACCESS AND USE OUR SERVICES.

16. Relationship of the Parties

1. This Agreement and any registration for or use of the Platform and/or the Services by any User, shall not be construed as creating or implying any relationship of employment, agency, franchise, partnership or joint venture between User and the TheZnetwork.
2. TheZnetwork is not a party to any engagement or dealing made by and between any Advertiser and Influencer, including but not limited to an Engagement Agreement.

1. TheZnetwork is not and shall not be liable for (i) any act or omission made by either Advertiser or Influencer; (ii) the fulfillment of either Advertiser’s and Influencer’s obligations under such an agreement; (iii) any of the representations made by either Advertiser or Influencer.
2. TheZnetwork has no control over the quality, safety, morality, or legality of any aspect of the Influencer Services and/or any Engagement, the truth or accuracy of the Engagement Terms, or the ability of Advertiser to pay for Influencer Services and/or Payment Terms.
3. TheZnetwork does not pre-screen Users or any content or information provided by Users or other parties.  TheZnetwork cannot guarantee the true identity, age, nationality, or other features disclosed in an Influencer Profile or by the Advertiser.

3. User acknowledges and agrees that (i) the value, reputation, and goodwill of the Platform and the Services depend on its performance of its covenants and agreements; and that (ii) TheZnetwork has the right to take any action with respect to their personal accounts, including without limitation, termination or any other legal actions, as TheZnetwork in its sole discretion deems necessary to protect the value, reputation, and goodwill of the Platform and the Services.

17. Confidentiality.

TheZnetwork Confidential Information.  All data or information to which User has gained access to or shall gain access to (including, but not limited to TheZnetwork Data or TheZnetwork Property) or shall be disclosed by TheZnetwork, either directly or indirectly, in writing, orally, by any kind of media, or by inspection of tangible objects, is the “TheZnetwork Confidential Information” of TheZnetwork and proprietary to TheZnetwork, unless User can demonstrate that such data:  (i) was already known to User, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available in the public domain at the time of disclosure to User; (iii) became generally available in the public domain after disclosure other than through User’s act or omission; (iv) was subsequently lawfully disclosed to User by a third party without any obligation of confidentiality; or (v) was independently developed by User without use of or reference to any information or materials disclosed by TheZnetwork, as can be proved by User.  User may use this TheZnetwork Confidential Information only as expressly permitted hereunder and User may not share the TheZnetwork Confidential Information with any third party other than as required by a court, a regulator or otherwise under applicable laws.  We may immediately terminate your User Account and pursue any and all actions, rights and remedies available to us under applicable law in the event we believe you have breached this provision.

Advertiser Confidential Information.  All data or information that User gains access to, shall gain access to, or shall be disclosed to User, either directly or indirectly, in writing, orally, by any kind of media, or by inspection of tangible objects, through the Services by an Advertiser, including Advertiser Content, is the “Advertiser Confidential Information” of said Advertiser unless User can demonstrate that such data:  (i) was already known to User, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available in the public domain at the time of disclosure to User; (iii) became generally available in the public domain after disclosure other than through User’s act or omission; (iv) was subsequently lawfully disclosed to User by a third party without any obligation of confidentiality; or (v) was independently developed by User without use of or reference to any information or materials disclosed by Advertiser, as can be proved by User.  User may use this Advertiser Confidential Information only as expressly permitted hereunder and in the Engagement Agreement and User may not share the Advertiser Confidential Information with any third party other than as required by a court, a regulator or otherwise under applicable laws.  We may immediately terminate your User Account and pursue any and all actions, rights and remedies available to us under applicable law in the event we believe you have breached this provision.

18. Disclaimer of Warranties

1. THE SERVICES, INCLUDING BUT NOT LIMITED TO THE PLATFORM, ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND TheZnetwork EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, TO THE EXTENT ALLOWED BY APPLICABLE LAW.  USER’S USE OF THE PLATFORM AND/OR THE SERVICES IS AT THE USER’S SOLE DISCRETION AND RISK, AND THE USER SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OF ANY KIND THAT MAY ARISE FROM SUCH USE.  TheZnetwork MAKES NO WARRANTY OR GUARANTEE THAT USER’S USE SHALL BE UNINTERRUPTED, TIMELY OR ERROR FREE, OR THAT ANY ERRORS IN THE PLATFORM SHALL BE CORRECTED.

19. Indemnity

1. User shall defend, indemnify and hold harmless TheZnetwork, its affiliates and each of their respective officers, directors, employees, agents, shareholders, successors, assigns, and contractors from and against any and all claims, suits, losses, damages (actual or consequential), liabilities, costs, fees and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or related to (i) third party claim with respect to the User’s use of the Services, including, but not limited to, and claim that User’s use of the Services infringe the intellectual property or other rights of a third party; and/or (ii) User’s acts or omissions under the Terms; and/or (iii) User’s breach of any representation, warranty, obligation or covenant under the Terms; and/or (iv) User’s gross negligence or willful misconduct; and/or (v) User’s access to or use of the Platform and/or the Services.  We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  We shall use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

20. Limitation of Liability

1. THEZNETWORK SHALL HAVE NO LIABILITY WITH RESPECT TO THE TERMS, THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THE PLATFORM, THE INFLUENCER FOLLOWER ANALYSIS, INFLUENCER SERVICES, CAMPAIGNS, BIDS, OR THE PROFILE, OR OTHERWISE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSSES OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES RESULTING IN ANY WAY FROM THE TERMS, THE PLATFORM, THE SERVICES, THE INFLUENCER FOLLOWER  ANALYSIS OR VALUATION  ANALYSIS, THE PROFILE,  ANY MARKETING PLAN OR STRATEGY,  EVEN IN THE EVENT Z NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
3. WITHOUT DEROGATING FROM THE ABOVE, THEZNETWORK’S AGGREGATE LIABILITY TO USER OR TO ANY THIRD PARTY, IN CONNECTION WITH THE ENGAGEMENT BETWEEN THE PARTIES, FOR ANY REASON, SHALL BE LIMITED TO US $1,000 (ONE THOUSAND US DOLLARS).  THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.  NO ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT, MAY BE BROUGHT BY EITHER PARTY MORE THAN SIX (6) MONTH AFTER THE CAUSE OF ACTION HAS ACCRUED AND IN ANY EVENT NO LATER THAN THREE (3) MONTHS AFTER THE TERMINATION OF THIS AGREEMENT.

21. Disputes,  Binding Arbitration and Class Action Waiver

1. PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
2. ARBITRATION USES A NEUTRAL ARBITRATOR INSTEAD OF A JUDGE OR JURY, ALLOWS FOR MORE LIMITED DISCOVERY THAN IN COURT, AND IS SUBJECT TO VERY LIMITED REVIEW BY COURTS.  YOU MAY CHOOSE TO BE REPRESENTED BY A LAWYER IN ARBITRATION OR PROCEED WITHOUT ONE.  THIS ARBITRATION PROVISION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.  IF, HOWEVER, EITHER THE CLASS ACTION WAIVER OR COORDINATED CLAIMS PROVISION BELOW ARE FOUND INVALID, THEN THE SPECIFIC INVALID PROVISION WILL BE UNENFORCEABLE AND WILL BE SEVERED AND THE REMAINDER OF THE ARBITRATION PROVISIONS WILL REMAIN IN FULL FORCE.
3. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of Florida, without regard to its conflicts of law principles or provisions.  The parties specifically exclude from application to this Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act.  Any dispute, claim or controversy arising out of or relating to this Agreement, other agreements related to the Services,  the Privacy Policy, or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, arising out of or in connection with this Agreement shall be exclusively settled by binding arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by one arbitrator appointed in accordance with the ICC Rules (the “Arbitrator”).  The arbitration shall take place in Israel and shall be conducted in the English Language.  The arbitration proceedings shall be conducted on an expedited basis and shall result in an award within no more than sixty (60) days.  The arbitration shall be conducted on a confidential basis.  The award of the Arbitrator shall be final and binding on the parties.  Nothing contained herein shall prevent either party from applying to any court of law in order to obtain temporary injunctions and equitable relief, or any equivalent temporary remedy, against the other Party, in order to restrain the breach of any restrictive covenants pursuant to this Agreement.  The arbitration award shall be enforceable in any court of competent jurisdiction.  Any motion to enforce or vacate an arbitration award under this agreement shall be kept confidential to the maximum extent possible.

No Class Actions.  YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.  Further, unless both you and we agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims with your claims and may not otherwise preside over any form of a representative or class proceeding.  In the event this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void.  The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

Seeking Arbitration.  In the event you elect to seek arbitration or file a small claim court action, you must first send to us, by certified mail, a written notice of your claim (“Notice”).  The Notice to us must be addressed to:  TheZnetwork LLC., 501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, Florida 33301.  In the event we initiate arbitration, we shall send a written Notice to an email address you have previously provided to us, if available.  We may also use any other means to contact you, including a message in your Influencer Inbox or Advertiser Inbox.  A Notice, whether sent by you or by us, must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”).  In the event you and we do not reach an agreement to resolve the claim within thirty (30) days after the Notice is received, you or we may commence an arbitration proceeding or file a claim in small claims court.  Arbitration forms can be downloaded from www.jamsadr.com.  In the event you are required to pay a filing fee, after we receive Notice that you have commenced arbitration, we shall promptly reimburse you for your payment of the filing fee, unless your claim is for greater than US$10,000 or the arbitrator determines the claims are frivolous, in which event you shall be responsible for filing fees.

Coordinated Proceedings.  If twenty-five (25) or more individuals initiate Notices of dispute with us raising similar claims, and counsel for the individuals bringing the claims are the same or are coordinated for these individuals (“Coordinated Claims”), the claims shall proceed in arbitration in a coordinated proceeding.  Counsel for the individuals and our counsel shall each select five cases to proceed first in arbitration in a bellwether proceeding (“Test Cases”).  The remaining cases shall not be filed in arbitration until the first ten have been resolved.  If the parties are unable to resolve the remaining cases after the conclusion of the Test Cases, each side may select another five cases to proceed to arbitration for a second bellwether proceeding.  This process may continue until the parties have determined an objective methodology to make an offer to resolve each and every outstanding claim.  A court will have authority to enforce this clause and, if necessary, to enjoin the mass filing of arbitration demands against us.  Individuals bringing Coordinated Claims shall be responsible for up to US $250 of their filing fees or the maximum permissible under the applicable arbitration rules.  All applicable statutes of limitations and defenses based upon the passage of time will be tolled while the Coordinated Proceedings specified in this Section are pending.  We will take such action, if any, required to effectuate such tolling.

7. Hearing. If your claim is for US $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video hearing, or by an in-person hearing as established by the JAMS Rules. If your claim exceeds US $10,000, the right to a hearing will be determined by the JAMS Rules. In the event that the arbitration will be conducted solely on the basis of submitted documents, the arbitrator’s decision and award will be made and delivered within six (6) months of the selection of the arbitrator, unless extended by the arbitrator. Except as expressly set forth herein, the payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules.

22. Injunctive Relief.  Notwithstanding the foregoing, you and we both agree that you or we may sue in court to enjoin infringement or other misuse of intellectual property rights or in other scenarios where injunctive relief is appropriate.  In the event a court or arbitrator having jurisdiction finds any portion of this Agreement unenforceable, that portion shall not be effective, and the remainder of the Terms shall remain effective.  No waiver, express or implied, by either party of any breach of or default under this Agreement shall constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default.Confidentiality.  The parties shall maintain the confidential nature of the arbitration proceeding and the award, including the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as may be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or judicial decision.Governing Law and Rules.  The rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Florida, exclusive of conflict or choice of law rules, as set forth in Section 21.  In any arbitration arising out of or related to this Agreement, the arbitrator is not empowered to award punitive or exemplary damages, except where permitted by statute, and the parties waive any right to recover any such damages.  In any arbitration arising out of or related to this Agreement, the arbitrator may not award any incidental, indirect or consequential damages, including damages for lost profits.Severance of Arbitration Agreement.  If the clauses concerning and describing the procedures and obligations related to Coordinated Claims and Test Case procedures is or becomes invalid or unenforceable, then the remaining entire arbitration agreement and any clauses concerning, relating to, specifying or otherwise describing the arbitration agreement shall be severed from this Agreement.  However, any duty of confidentiality whether or not such duty is connected with arbitration shall survive such severance.

23. Jurisdiction Specific Terms Users

1. The Services may only be available in the territory to which that Service is directed and may not be available in your country.  WE MAKE NO REPRESENTATION THAT THE SERVICES, OR THE INFORMATION AND MATERIALS ON ANY SITE, APP, AND/OR SERVICE, INCLUDING WITHOUT LIMITATION THE INFORMATION AND OTHER MATERIALS PROMOTING THE SERVICES, ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS OTHER THAN THE UNITED STATES.  Those who choose to access or use a Service do so on their own initiative and at their own risk, and are responsible for complying with all local statutes, orders, regulations, rules, and other laws.
2. Despite the above, as a consumer you shall benefit from any mandatory provisions of the law of the country in which you are a resident.  Nothing in this Agreement affects your rights as a consumer to rely on such mandatory provisions of local law.  The local law of your jurisdiction may entitle you to have a dispute relating to this Agreement heard by your local courts.  This Agreement does not limit any such rights that you have that apply.  HOWEVER, BY ENTERING INTO THIS AGREEMENT, WE DO NOT CONSENT TO THE JURISDICTION OF ANY COURTS OTHER THAN THOSE REFERENCED IN THIS AGREEMENT AND RESERVE THE RIGHT TO CONTEST THAT IT IS NOT SUBJECT TO THE JURISDICTION OF ANY OTHER COURT.  We may limit a Services availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
3. This Agreement, as well as all other documents related to it, including notices and correspondence, shall be in the English language only, or, in the event we choose to provide it in another language from time to time, the English language shall control and override any other language version in the instance of any conflict between the two.

New Jersey Residents.

1. In the event you are a consumer residing in New Jersey, the following provisions of this Agreement do not apply to you (and do not limit any rights that you may have) to the extent that they are unenforceable under New Jersey law:  (a) Disclaimer of Warranty; (b) Limitation of Liability; (c) Indemnity; and (d) Disputes, the Arbitration and Class Action Waiver and the governing law provisions (solely to the extent that your rights as a consumer residing in New Jersey are required to be governed by New Jersey law).  According to N.J.S.A. 56:12-16, you may have additional rights in the event you are a New Jersey resident and other provisions of this Agreement are found to violate an established legal right.

4. California Residents.

1. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice:  California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
2. If you are a California resident, you agree to consciously waive all claims, both known and unknown that may be later discovered and expressly forgo and waive all protections as by California Civil Code Section 1542, which states, “[a] general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”  By using this Site, you agree that these California Civil Code Section 1542 protections no longer apply to you.

22. Other Important Legal Terms

Entire Agreement.  This Agreement, together with any written contract previously or subsequently entered into between User and TheZnetwork, except for previous Terms of Use, constitutes the entire agreement between TheZnetwork and User and supersedes any prior Terms of Use between TheZnetwork and the User.  This Agreement may not be modified, and no agreement varying, amending or deleting from this Agreement shall be effective, except by a signed writing between the parties.

Assignment.  This Agreement and the rights and obligations hereunder may not be assigned or delegated by User without the prior written consent of TheZnetwork, which may be withheld at the sole discretion of TheZnetwork. TheZnetwork may assign this Agreement.

Waiver.  The failure of TheZnetwork to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Headings.  Any headings or other Section names are for convenience only and shall not affect the meanings of any provisions herein.

Severability.  In the event any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then it shall be replaced in interpretation by a valid and enforceable term that most closely aligns with the intent of the original provision.  In the event that is not possible, the provision shall be removed, and the rest of the Terms shall be enforceable.

Injunctive Relief.  The User acknowledges that User’s breach of this Agreement may cause TheZnetwork irreparable harm.  Thus, the User agrees that, in addition to any other rights or remedies available under applicable law, TheZnetwork shall have the right to immediate injunctive relief in the event of any such breach.

24. Contacting Us

1. In the event you have questions about this Agreement, please contact us at support@theznetwork.com, or by writing to us at:  The TheZnetwork, LLC,  501 E. Las Olas Blvd., Suite 300, Fort Lauderdale, Florida 33301.