Terms of Use
Last Updated: July 3, 2024
1. INTRODUCTION
This website (including our mobile websites) and/or our mobile applications (“Website”) is owned and operated by Zola, Inc., our subsidiaries and our affiliates (collectively, “Zola”, “us”, “we”, or “our”), with participation by various vendors offering products and services via the Website. These terms of use (“Terms of Use”), located at https://www.zola.com/terms, apply to your use of the Website, any account you may establish on the Website, any products or services offered by Zola (including, without limitation, our registry and personalized Website services, vendor platform (“Vendor Marketplace”), invitation, digital stationery and paper product services, inspirational content platforms, forums, planning tools and other tools), and any other service, functionality or offering where these Terms of Use are linked or provided (collectively, “Services”). Your use of the Website and the Services is conditioned upon your acceptance of these Terms of Use, and your continued use of the Website and the Services constitutes your agreement to these Terms of Use. If you do not wish to be bound by these Terms of Use, please do not use the Website or the Services. You may not use our Website or Services if you are under 18 years of age. We may update these Terms of Use from time to time in our sole discretion, in which case we will post the revised Terms of Use here.
These Terms of Use apply to all visitors and users of our Website and our Services, including but not limited to registered users, guests, Zola's licensors, and services vendors with listings on Vendor Marketplace (“Vendors”), but some provisions apply to each party differently.
IMPORTANT NOTICE OF CLASS ACTION AND JURY WAIVER: THESE TERMS OF USE CONTAIN A MANDATORY ARBITRATION AGREEMENT, REQUIRING ANY DISPUTE BETWEEN YOU AND ZOLA TO BE EXCLUSIVELY RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION AND REQUIRING YOU TO FOREGO JURY TRIALS, CLASS OR COLLECTIVE ACTIONS OR PROCEEDINGS, AND ALL OTHER TYPES OF COURT PROCEEDINGS OF ANY KIND, SUBJECT TO LIMITED EXCEPTIONS. UNLESS YOU OPT-OUT IN ACCORDANCE WITH THE OPT-OUT PROCEDURES DESCRIBED BELOW, YOU WILL BE BOUND BY THIS ARBITRATION AGREEMENT. BY ACCESSING, USING, AND/OR BUYING ANY PRODUCT THROUGH THE SERVICES, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Your use of the Website and the Services is further conditioned upon your acceptance of our Privacy Policy. Your continued use of the Website and the Services constitutes your agreement to the Privacy Policy. A copy of the Privacy Policy that applies to the collection, use, disclosure and other processing of Personal Information on the Website or through the Services is located at https://www.zola.com/privacy. You consent to any Personal Information we obtain about you (either via the Website, through the Services, by email, telephone/text or any other means) being collected, stored and otherwise processed in accordance with the terms of our Privacy Policy. If you provide Zola with Personal Information of others, such as your partner and/or guests, you represent that you have obtained permission from such persons to share such information with us and for us to use such information as set forth in these Terms of Use and our Privacy Policy. These Terms of Use are intended to be read together with our Privacy Policy, and any capitalized terms used but not defined in these Terms of Use will have the meaning given to them in the Privacy Policy.
2. USER SUBMISSIONS AND CONTENT
You represent that all of the information, data and other materials you post, upload, transmit, share, store, or otherwise provide through the Website, the Services or to Zola through email, telephone, surveys or any other means (“User Submissions”) are true, accurate, current and complete. As used herein, “User Submissions” shall include, without limitation, any creative or original materials or any other creative suggestions, text, software, music, sound, photographs, graphics, videos, messages, ideas, notes, drawings, concepts, marketing plans or other information that any user, whether an individual or an entity submits to us, and you agree that all User Submissions will be treated in accordance with these Terms of Use and our Privacy Policy. Except as otherwise required under applicable privacy laws, you are responsible for updating and correcting the User Submissions you have provided, as appropriate. Some features that may be available on the Website or through the Services require that you register for a Zola account. By registering, you agree to provide true, accurate, current and complete information about yourself, others (such as your partner and/or guests), and/or your business, as applicable.
The materials displayed, performed, or available on or through the Website or the Services (including, without limitation, text, fonts, design, graphics, logos, icons, images, audio clips, videos, User Submissions, downloads, interfaces, code and software, as well as the compilation (meaning the collection, selection, arrangement and assembly of some or all of the foregoing) (“Content”) is the exclusive property of its owner (Zola and/or its licensors, partners and/or other content providers, as applicable, “Content Owner”) and is protected by copyright and trademark law, as well as other applicable Regulations. Without Content Owner's prior written consent, you may not sell, reproduce, distribute, download, modify, display, publicly perform, create derivative works based on, repost or otherwise use any Content in any way for any purpose, including using Content on any other website. However, you may print pages from the Website for personal, non-commercial use, provided that you include a copyright notice on each page.
For Vendors and Creative Professionals:
Submitting and/or posting User Submissions to the Website or through the Services does not alter the ownership of the User Submissions. User Submissions you own continue to belong to you. By submitting and/or posting User Submissions to the Website or the Services, you automatically grant Zola a worldwide, royalty-free, non-exclusive, perpetual, irrevocable and fully assignable, transferable and sublicensable right and license to use, reproduce, publish, broadcast, disclose, transmit, post, distribute, modify, adapt, edit, translate, distribute, perform, link to, create derivative works of and display such User Submissions alone, or as a part of other works, in any form, media, or technology, whether now known or hereafter developed, for the purposes described in the following paragraph.
This license grants Zola the ability to use your User Submissions to create and promote/advertise Zola's Vendor Marketplace (including your Vendor listing), Zola's inspirational content platforms (including but not limited to its real weddings and expert advice platforms) and other related Services. For the same purposes, Zola may use, reproduce, publish, broadcast, disclose, transmit, post, distribute, modify, adapt, edit, translate, distribute, perform, link to, create derivative works of and display such User Submissions alone, or as a part of other works, in any form, media, or technology, whether now known or hereafter developed. This license does not grant Zola the ability to use your User Submissions to promote Services other than Zola's Vendor Marketplace, Zola's inspirational content platforms and other related Services. Should Zola seek to use your User Submissions in ways that exceed this license, Zola must ask for and receive your written permission to do so.
For All Other Users, Including But Not Limited to Couples:
By submitting and/or posting User Submissions to the Website or the Services, you automatically grant to Zola a worldwide, royalty-free, non-exclusive, perpetual, irrevocable and fully assignable, transferable and sublicensable right and license to use, reproduce, publish, broadcast, disclose, transmit, post, distribute, modify, adapt, edit, translate, distribute, perform, link to, create derivative works of and display such User Submissions alone, or as a part of other works, in any form, media, or technology, whether now known or hereafter developed. Any Content you transmit or post may be used by Zola or licensed to others by Zola for any purpose whatsoever.
If you share a User Submission solely in a manner that we have communicated will or is otherwise designed to only be viewed by Zola and certain specified users (for example, a private message that you send through the Website to a Vendor to whom you want to send an inquiry or to whom you have been connected through Zola's platform) (a “Limited Audience User Submission”), then you hereby grant Zola the licenses above, subject to the limitation as communicated. Also, you grant Zola and such other specified users a license to access that Limited Audience User Submission, and to use and exercise all rights therein, as permitted by the functionality of the Website. Notwithstanding anything to the contrary, no such limitation shall restrict Zola with respect to non-personally identifiable information within User Submissions.
For All Users:
As a user, you are responsible for your own User Submissions and are responsible for the consequences of your posting such User Submissions. You acknowledge and agree that you are responsible for any User Submissions submitted from your Zola account or otherwise submitted by you through the Website or through the Services, by email, telephone/text or any other means, including the legality, reliability, appropriateness, originality and copyright of any such User Submissions. You may not upload to, distribute, provide or otherwise publish through the Website or through the Services any User Submission that: (i) is copyrighted, unless you are the copyright owner or have the permission of the copyright owner; (ii) is obscene, sexually explicit, defamatory, threatening, harassing, offensive, abusive, hateful, or embarrassing to another user or any other person or entity; (iii) is confidential, proprietary, invasive or violative of privacy or publicity rights, infringing, misappropriating or otherwise violative of intellectual property rights, unlawful, harmful, false, fraudulent, libelous, defamatory, vulgar, profane, abusive, racially, ethnically or otherwise objectionable, including, but not limited to any content that encourages conduct that would constitute a criminal offense, violates the rights of any party or otherwise gives rise to civil liability or otherwise violates any applicable U.S. or foreign Regulations; (iv) may contain software viruses, malware or other harmful code; (v) is an advertisement, solicitation, promotional material, “junk mail,” “spam,” chain letters, pyramid schemes or any form of commercial content; (vi) impersonates another person or misrepresents your affiliation with any person or organization; (vii) contains Personal Information, except as reasonably necessary to use the Website or other Services or where we expressly ask you to provide such information; (viii) contains messages that offer unauthorized downloads of any copyrighted, confidential or private information; or (ix) contains identical (or substantially similar) messages to multiple recipients advertising any product or service, expressing a political or other similar message, or any other type of unsolicited commercial message (this prohibition includes but is not limited to (a) using the invitation or any other functionality that may be available on the Website to send messages to people who do not know you or who are unlikely to recognize you as a known contact; (b) using the Website to connect to people who do not know you and then sending unsolicited promotional messages to those direct connections without their permission; or (c) sending messages to distribution lists, newsgroup aliases or group aliases). Furthermore, you will not access the Website to obtain a list of users of the Website or access or use any secure or non-public areas of the Website without authorization or frame or link to the Website. Zola does not represent or guarantee the truthfulness, accuracy, or reliability of any Content posted by other users or endorse any opinions expressed by users. You may not use a false email address, phone number or other identifying information, impersonate any person or entity or otherwise mislead as to the origin of any Content. You acknowledge that any reliance on Content posted by other users will be at your own risk. Zola does not screen communications in advance and is not responsible for screening or monitoring any Content posted by users. Zola reserves the right, in its sole discretion, to remove Content, or any portion thereof, for any reason whatsoever in its sole discretion at any time without notice, including for violating these Terms of Use or applicable Regulations.
Reviews
Zola may permit users to submit reviews of Vendors via email, on Vendor Profiles or other areas of the Website or through such other means as are provided by Zola ("Vendor Reviews"). Please review our Vendor Review Terms and Conditions, which govern your submission of Vendor Reviews. The Vendor Review Terms and Conditions are governed by, and are hereby incorporated by reference into, these Terms of Use. By submitting a Vendor Review (including submitting a response to a Vendor Review submitted by another user), you agree to be bound by the Vendor Review Terms and Conditions, without modification, and you represent that you have read and understood them all.
Zola may also permit users to submit ratings and reviews of products they have purchased on our Website (“R&R User Submissions”) as part of the Customer Ratings and Reviews and/or Questions and Answers service offered by Zola (“Review Services”). Please review our Ratings & Reviews Terms and Conditions, which govern your use of, and conduct associated with, the Review Services. Our Ratings & Reviews Terms and Conditions will provide you with important information regarding the R&R User Submission process and guidelines. By submitting an R&R User Submission, you agree to be bound by the Ratings & Reviews Terms and Conditions, without modification, and you represent that you have read and understood them all.
3. USE OF WEBSITE AND THE SERVICES
Subject to your compliance with these Terms of Use, Zola grants to you a limited license to access and use the Website and/or the Services as described herein. Content Owner retains full and complete title to the Content available on the Website or through the Services, including all associated intellectual property rights, and provides this Content to you under a license that is revocable at any time in Zola's sole discretion. You are solely responsible for compliance with any and all applicable laws, rules, regulations and local ordinances, including without limitation, necessary permits (collectively, “Regulations”) that may apply to your use of the Content, the Website, or the Services, and Zola strictly prohibits any use of the Content, the Website or Services that is non-compliant with or in violation of such Regulations and/or these Terms of Use, including but not limited to: (i) any downloading, copying or other use of the Content (unless you own or have the necessary rights to the Content), the Website or the Services for purposes competitive to Zola or for the benefit of another vendor or any third party (except as expressly permitted by the Website); (ii) any caching, unauthorized linking to the Website or the framing of any Content available on the Website or through the Services; (iii) any modification, distribution, transmission, performance, broadcast, publication, uploading, licensing, reverse engineering, transfer or sale of, or the creation of derivative works from, any Services or Content obtained from the Website or through the Services that you do not have a right to make available (such as the intellectual property of another party); (iv) any uploading, posting or transmitting of any material that contains software viruses or any other computer codes, files or programs designed to interrupt, destroy or limit the functionality of any computer or device; (v) using any hardware or software intended to surreptitiously intercept or otherwise obtain any information (such as system data or Personal Information) from the Website or the Services (including but not limited to the use of any “scraping” or other data mining techniques, robots or similar data gathering and extraction tools); or (vi) any action that imposes or may impose (in Zola's sole discretion) an unreasonable or disproportionately large load on Zola's infrastructure, or damage or interfere with the proper working of our infrastructure. Zola uses Google Maps Geocoding API. By using the Website, you agree to be bound by Google's Terms of Service located at: https://www.google.com/intl/en/policies/terms/.
You are responsible for obtaining access to the Website and the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges). In addition, you must provide and are responsible for all equipment necessary to access the Website and the Services. You may not bypass any measures that have been implemented to prevent, restrict or secure access to the Website. Any unauthorized access to the Website or the Services by you (including any such access or use that involves in any way an account you may establish on the Website or any device you may use to access the Website or the Services) shall terminate the permission or license granted to you by Zola. Zola neither warrants nor represents that your use of the Content available on the Website or through the Services will not infringe, misappropriate or otherwise violate the rights of third parties. Termination of your access or use will not waive or affect any other right or relief to which Zola may be entitled, at law or in equity.
You may receive a password in connection with your use of the Website. Registration for an account on the Website requires you to (i) indicate agreement to these Terms of Use, (ii) provide contact information and identification details and (iii) submit any other form of authentication required as part of the registration process, in Zola's sole discretion. If someone legally authorized to act on your behalf (“Authorized Agent”) registers for a Zola account on your behalf, Zola may require written proof of such authorization and verification of identity directly from you. You agree to accept full responsibility for all activities that occur under your account and password, even if such actions are undertaken by your Authorized Agent or other third party. You are responsible for maintaining the confidentiality of your account and password, and for restricting access to your account. If you have any reason to believe or become aware of any loss, theft or unauthorized use of your login credentials or the Website, you will notify Zola immediately. Zola shall be entitled to assume that any communications we receive from you via email, telephone/text or other address, or communications that are associated with your login credentials or your account on the Website, have been made by you or your Authorized Agent unless we receive notice indicating otherwise.
Purchases
If you purchase a gift on the Website, you are purchasing “Zola Stored Value” in the amount of the purchase price of the item selected plus any applicable taxes and charges (including, without limitation, shipping and handling charges). The registered Zola recipient uses that Zola Stored Value to purchase the item you selected from Zola at the date the recipient designates for shipment of the item. Zola will honor the Zola Stored Value for the item you have selected as payment in full no matter the price of the item at the time of shipping. For example, if you select a set of dishes costing $69.95 including all taxes and charges, when the registered Zola recipient selects a shipping date, the set of dishes is then purchased for $69.95 and shipped no matter what the cost of the item is at that time. The registered Zola recipient will not be charged more for that item if the price has increased. The registered Zola recipient may elect to retain your gift as Zola Stored Value in the amount you paid. They may use that Zola Stored Value to purchase other items on Zola. Unredeemed Zola Stored Value may be escheated in accordance with applicable state law.
Zola Stored Value never expires and can be used for any physical product, third-party gift card or experience that Zola sells. Zola Stored Value cannot be redeemed or used for cash, honeymoon funds or other cash gifts, digital Zola gift cards, Vendor Credits or Vendor Plans, nor can it be applied towards items purchased from another website. In addition, Zola Stored Value cannot be retroactively applied to past orders. From time to time, Zola may make available promotional codes or coupons for marketing, goodwill, referrals or other promotional purposes. These codes or coupons expire on the date disclosed at the time the code or coupon is issued and may be subject to additional terms and conditions provided by Zola in connection with such codes or coupons.
“Vendor Credits” and “Vendor Plans” that are purchased on the Website, as available, may be applied towards the purchase of certain products and services we provide to Vendors. Vendor Credits and Vendor Plans cannot be applied or otherwise used for cash, honeymoon funds or other cash gifts, Zola Stored Value, physical products, third-party gift cards or experiences that Zola sells or digital Zola gift cards, nor can they be applied towards items purchased from another website. Our Vendor Plans Terms and Conditions govern your receipt, purchase and use of Vendor Credits and Vendor Plans. By purchasing, receiving or using Vendor Credits or Vendor Plans, you agree to be bound by the Vendor Plans Terms and Conditions, without modification, and you represent that you have read and understood them all.
Zola may, in its sole discretion, choose to not process or to cancel your order in certain circumstances. This may occur, for example, when the product or service you wish to purchase is out of stock or has been mispriced, we suspect the request is fraudulent, or in other circumstances as Zola deems appropriate, in each case in its sole discretion. Zola also reserves the right, in its sole discretion, to take steps to verify your identity to process your order. Zola either will not charge you or will refund the charges for orders that we do not process or cancel.
Zola accepts returns on certain merchandise on a case-by-case basis. Please see Zola's Return Policy, which may change from time to time. Zola attempts to provide accurate descriptions of products and services on the Website. Zola does not represent or warrant, however, that such descriptions are accurate, complete, reliable, current or error-free. If a product or service offered on the Website is not as described, your sole remedy is to return the item, as specified in these Terms of Use and Zola's Return Policy.
Zola strives to provide accurate information regarding the products and services available on the Website. Despite these efforts, a small number of items on the Website may be mispriced, described inaccurately or unavailable, and we may experience delays in updating information on the Website and in our advertising. As a result, we cannot and do not guarantee the accuracy or completeness of any information, including prices, product images, specifications, availability and services. Zola reserves the right, in its sole discretion, to change or update the information on the Website and to correct errors, inaccuracies or omissions at any time without prior notice, including any error in the stated retail price of a product or service. We also reserve the right to not process or to cancel any orders placed for a product or service whose price was incorrectly posted on the Website as a result of an error. If this occurs, Zola will notify you by email.
For Zola's shipping policies, which may change from time to time, please see https:// zola.com/shipping/ and https://baby.zola.com/shipping, as applicable (collectively, the “Zola Shipping Policies,” and each, a “Zola Shipping Policy”). By purchasing an item on the Website or registering for an item that will be purchased on the Website and shipped to you, you agree to the applicable Zola Shipping Policy, as well as Zola’s Return Policy. Zola does not sell, offer to sell or solicit sales of alcohol. The Website may enable you to search for and purchase third-party gift cards, credits or subscriptions that may be redeemed towards the purchase of alcohol or other products available for sale by licensed alcohol retailers or other marketplaces via the Website. You must be at least 21 years of age to make any such purchases through the Website. Please refer to the applicable sale page or product detail page on the Website for more information on applicable terms and conditions related to the purchase of such third-party gift cards, credits or subscriptions, including any state restrictions on purchase or shipping. Taxes collected are collected on behalf of the seller of record.
Planning Tools
If you have registered an account on the Website, you may have access to Zola's planning tools for your personal, non-commercial use. You may register for an account to access Zola's planning tools separately without including a Zola registry. Use of Zola's planning tools for commercial purposes is strictly prohibited. This free service allows you to create and manage your guest list and seating chart, manage your wedding budget, create a personalized website on Zola.com, create and manage a checklist of things to do, connect with and make inquiries of Vendors, and take advantage of certain other features and functions as may be made available from time to time. Information you upload to any Zola planning tool is not encrypted or otherwise secured.
Using the guest list feature, you can upload contact information for your guests, including a name, address, email and telephone number for each guest. You can request that Zola send guests that you select a pre-written email or text message requesting that the guest send you his/her/their contact information or reminding the guest of your upcoming event. Zola will be the sender of the email or text message which will identify you as requesting the contact information or issuing the reminder. You select the recipients and determine when to send the email or text message, but you may not be able to edit the pre-written email or text message text. You can also request that Zola send guests that you select an email with a short message that you compose. The email will identify that it is coming from you, but Zola will be the sender of the email. The guest list feature also allows you to track the RSVPs from each guest. By using this feature and uploading guest information you represent and warrant that you have the permission and consent of that individual to provide the information to Zola and that Zola has permission to send emails and/or text messages to the individual on your behalf at your request. Guests no longer wishing to receive such messages can opt out of receiving further messages from Zola at any time by following the instructions provided. If you do not have permission to send messages to a guest or if you have reason to believe that a guest no longer wishes to receive such messages, you agree not to send such messages to them through Zola's Services. You also represent and warrant to Zola that you and each person you have instructed us to message understands that each recipient is responsible for the costs of any message charges assessed by his/her/their mobile carrier.
Email or text messages may be limited in size by Zola. To the extent that you compose or edit an email or text message, such email or text message shall not contain any content that is commercial in nature or that violates these Terms of Use or applicable Regulations, including without limitation the Telephone Consumer Protection Act (“TCPA”), and all such emails and text messages shall be considered “User Submissions” under these Terms of Use. You are responsible for complying with the TCPA, all regulations promulgated under the TCPA, and with any other applicable Regulations. You may not use the Services to send messages to telephone numbers that may not legally receive such messages under the TCPA and/or other applicable Regulations.
Zola's Vendor Marketplace allows registered users to connect with certain Vendors or otherwise facilitate communications between you and such Vendors based on your User Submissions. We may direct Limited Audience User Submissions to Vendors on the Website to inquire as to such Vendors' availability, pricing, and other details of such products or services that Vendors may offer.
Zola may allow users to create personalized websites where they can post photographs or videos of, and information about, their weddings and/or events to the Website. All such User Submissions must comply with these Terms of Use, including without limitation the section entitled “User Submissions”. Content posted onto personalized websites hosted on Zola may be available to the general public and may be searchable by other users.
Vendors
Zola may allow Vendors to post profiles on the Website (“Vendor Profiles”). As a Zola Vendor, you agree and acknowledge that Vendor Profiles constitute User Submissions. Vendors are responsible for providing accurate and current information in their Vendor Profiles. By posting User Submissions, each Vendor acknowledges and agrees that the User Submissions are subject to and will comply with these Terms of Use, including without limitation the section entitled “User Submissions”. By joining Vendor Marketplace as a Zola Vendor, you agree that at least one user of your storefront will receive important notifications regarding your Vendor account via email or text message, including alerts that you've received inquiries from users interested in your services, reminders when those inquiries are about to expire and reminders when your Vendor Credits or Vendor Plans are about to expire, if applicable. As a Vendor, you also agree not to engage in any tactics, or direct or encourage others to engage in any tactics, that attempt to circumvent Vendor Marketplace or any related Services, including by encouraging or inducing Zola users to make connections with you or others outside of Vendor Marketplace (including by making contact information available to Zola users through the use of text, photos or other images) or otherwise inducing Zola users to subvert Vendor Marketplace or other related Services.
Vendors may identify other vendors (whether Vendors with Vendor Profiles or vendors without Zola accounts) as preferred (“Preferred Vendor”) or required (“Required Vendor”) as part of their User Submissions, including on their Vendor Profiles. By linking to and publicly displaying a Preferred Vendor's or a Required Vendor's Vendor Profile, Vendor represents that they have obtained such Preferred Vendor's or Required Vendor's consent to do so. Such Preferred Vendors and/or Required Vendors with respect to any given Vendor are referred to as a “Vendor Network.” Additionally, if a user indicates through the Website or other Services, including through Limited Audience User Submissions, that it has selected a particular Vendor, then such Vendor's relationship with such user may be made publicly available or available to others.
Vendors may use the on-platform messaging feature on Zola's Vendor Marketplace (“VM Messaging”) to send and receive messages, attachments, Vendor Documents and other materials (collectively, “Message Materials”) that are relevant and proper to Vendor Marketplace. Vendors are responsible for all Message Materials they send and/or upload via VM Messaging, and for the consequences of sending and/or uploading such Message Materials, including the legality, reliability and appropriateness of such Message Materials. As used herein, “Vendor Documents” refers to the document(s) that a Vendor can upload to their dedicated Vendor storage area.
As a Vendor, you agree not to share or request payment information (including credit or debit card information or account numbers) or other Personal Information via VM Messaging. You acknowledge and agree that Zola may set certain limits on the file or message size of any Message Materials and delete any Message Materials (including message attachments uploaded or attached by such Vendor) after a certain period of time, in each case, in Zola's sole discretion.
If you are a Vendor or if you interact with a Vendor, you acknowledge and agree that: (i) Zola does not and will not endorse any Vendor or any such Vendor's products or services (whether or not we connect or otherwise facilitate communications between such Vendor and other Zola users); (ii) Zola is not responsible for assisting Vendors and other Zola users in reaching an agreement (which includes agreements between Vendors); (iii) Zola is not responsible for assisting Vendors in providing products and services to other Zola users; (iv) while all Zola users are required to give us accurate information about themselves, Zola cannot and will not verify this information; (v) any transaction a Vendor enters into with another Zola user is strictly between such Vendor and the other Zola user, and Zola is not a party to such transaction (whether or not we connect or otherwise facilitate communications between such Vendor and such other Zola user, and whether or not we facilitate a Vendor's creation or management of their respective Vendor Network); (vi) Zola makes no guarantees or promises with respect to successful transactions between Vendors and other Zola users (including couples, guests, Vendors, and/or other users); and (vii) any dispute a Zola user may have with another Zola user (including a Zola user that is a Vendor) is between those Zola users, and we will not be a party to that dispute. If you are a Vendor, you agree that any contact information provided to you is solely to facilitate communications with prospective clients, and you may not use the user’s contact information for any other purpose, including for purposes of adding to marketing lists or sending automated messages (such as bulk email, SMS, robocalls, robotexts), or to spam the user through any means. Vendors are solely responsible for compliance with all applicable Regulations and for all taxes and payments which may be applicable to their respective products or services and their communication with other Zola users.
Links
Zola has not reviewed all of the websites linked to or otherwise made available through the Website and/or our Services, including our social media accounts (“External Sites”), and Zola is not responsible for the availability, content or accuracy of any External Sites. The inclusion of any link to such External Sites does not imply endorsement by Zola of such External Sites. Your clicking on a link to or otherwise accessing any External Sites is at your own risk. You agree that the Zola Parties will not be liable for any loss or damages you or any third party may suffer in connection with any External Sites. We encourage you to read the terms, policies and privacy statements of all such External Sites, as their policies may be materially different from ours, and your use of our Website and any Services that incorporate any such External Sites may be subject to the applicable terms, conditions and policies of such External Sites.
4. NON-DISCRIMINATION POLICY
Zola prohibits discrimination by Vendors, Content Owners or other licensors against couples, guests, visitors, users, or any other party (“Protected Class”) on the basis of race, ethnicity, color, religion, sex, national origin, ancestry, physical characteristic, disability, marital status, family status or composition, pregnancy status, sexual orientation, gender identity, gender expression, political affiliation, veteran or citizenship status, age, or any other characteristic protected under applicable federal, regional, state, or local law (“Protected Characteristic”). Such discrimination includes, but is not limited to, doing any of the following: (i) refusing to provide products or services to, or accept products or services from, a member of any Protected Class on the basis of a Protected Characteristic; (ii) submitting discriminatory content on the Website or through the Services; (iii) imposing any different terms or conditions upon a member of any Protected Class on the basis of a Protected Characteristic; or (iv) any other conduct that improperly takes into account any Protected Characteristic. Zola will take steps, in its sole discretion, to enforce this policy, up to and including the suspension or removal from the Website and deactivation of the account of anyone who violates this policy. In addition, Vendors should make every effort to be welcoming to users of all backgrounds and shall comply with the Zola Vendor Pledge. Vendors who, in Zola's sole discretion, demonstrate a pattern of refusing to provide products or services to members of a Protected Class undermine the strength of our community and may be suspended or removed from the Website and/or have their account deactivated, in each case, in Zola's sole discretion. If you experience discrimination from any couple, guest, Vendor, Zola employee, licensor, visitor, or user of the Website or the Services, please contact weddingvendors@zola.com, with the subject “Non-Discrimination Policy”, so we can investigate and take appropriate measures.
5. DISCLAIMER; LIMITATION OF LIABILITY; RELEASE; INDEMNIFICATION
Disclaimer
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF USE OR REQUIRED BY APPLICABLE REGULATIONS, ZOLA MAKES NO REPRESENTATIONS, COVENANTS OR WARRANTIES AND OFFERS NO OTHER CONDITIONS, EXPRESS OR IMPLIED, REGARDING ANY INFORMATION, DATA, OR DATA PROCESSING SERVICES RELATING TO YOUR USE OF THE WEBSITE OR OUR SERVICES, INCLUDING, WITHOUT LIMITATION, MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, OR NON-INFRINGEMENT, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. ZOLA MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF INFORMATION, PRODUCTS AND SERVICES CONTAINED ON THE WEBSITE OR IN THE SERVICES FOR ANY PURPOSE, AND THE INCLUSION OR OFFERING OF ANY PRODUCTS OR SERVICES ON THE WEBSITE OR IN THE SERVICES DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY ZOLA.
YOUR USE OF THE WEBSITE, OUR SERVICES AND ALL PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE OR THE SERVICES IS AT YOUR SOLE RISK. THE WEBSITE, THE SERVICES AND ALL RELATED INFORMATION, PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE RESERVE THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE WEBSITE, THE SERVICES OR ANY FEATURE OR PART THEREOF OR OTHERWISE DEACTIVATE YOUR ZOLA ACCOUNT AT ANY TIME IN OUR SOLE DISCRETION. ZOLA DISCLAIMS ANY WARRANTIES THAT ACCESS TO THE WEBSITE OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; THAT THE WEBSITE OR THE SERVICES WILL BE SECURE; THAT THE WEBSITE OR THE SERVER THAT MAKES THE WEBSITE AVAILABLE WILL BE VIRUS-FREE; OR THAT INFORMATION ON THE WEBSITE OR AVAILABLE THROUGH THE SERVICES WILL BE CORRECT, ACCURATE, ADEQUATE, USEFUL, TIMELY, RELIABLE OR OTHERWISE COMPLETE. IF YOU DOWNLOAD ANY CONTENT FROM THE WEBSITE OR THROUGH THE SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM THE WEBSITE OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY OF ANY KIND.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
THE VENDORS, SUPPLIERS AND PROVIDERS WHOSE PRODUCTS AND SERVICES ARE AVAILABLE ON THE WEBSITE ARE INDEPENDENT CONTRACTORS AND NOT AGENTS OR EMPLOYEES OF ZOLA. ZOLA IS NOT LIABLE FOR THE ACTS, ERRORS, OMISSIONS, REPRESENTATIONS, WARRANTIES, BREACHES, NEGLIGENCE, MISCONDUCT OR FRAUD OF ANY SUCH VENDOR, SUPPLIER OR PROVIDER OR FOR ANY PERSONAL INJURIES, DEATH, PROPERTY DAMAGE, OR OTHER DAMAGES OR EXPENSES RESULTING FROM THE PRODUCTS OR SERVICES THEY PROVIDE. ZOLA HAS NO LIABILITY AND WILL MAKE NO REFUND IN THE EVENT OF ANY DELAY, CANCELLATION, OVERBOOKING, STRIKE, FORCE MAJEURE OR OTHER CAUSES BEYOND ITS DIRECT CONTROL, AND HAS NO RESPONSIBILITY FOR ANY ADDITIONAL EXPENSE, OMISSIONS, DELAYS, RE-ROUTING OR ACTS OF ANY GOVERNMENT OR AUTHORITY.
THE INFORMATION, PRODUCTS AND SERVICES PUBLISHED ON THE WEBSITE MAY INCLUDE INACCURACIES OR ERRORS, INCLUDING PRICING ERRORS.
ZOLA AND ITS VENDORS, PARTNERS AND SUPPLIERS MAKE NO GUARANTEE ABOUT THE AVAILABILITY OF SPECIFIC PRODUCTS AND SERVICES. ZOLA AND ITS VENDORS, PARTNERS AND SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES ON THE WEBSITE AT ANY TIME.
YOU ACKNOWLEDGE AND AGREE THAT YOU ASSUME FULL RESPONSIBILITY FOR YOUR USE OF THE WEBSITE AND OUR SERVICES AND/OR FOR USE OF YOUR ZOLA ACCOUNT, COMMUNICATIONS WITH THIRD PARTIES, AND PURCHASE AND USE OF THE PRODUCTS AND SERVICES AVAILABLE THROUGH THE WEBSITE AND THE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT ANY INFORMATION YOU SEND OR RECEIVE, AND/OR USE OF THE WEBSITE OR THE SERVICES MAY NOT BE SECURE AND MAY BE INTERCEPTED BY UNAUTHORIZED PARTIES. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE AND THE SERVICES IS AT YOUR OWN RISK AND THAT THE WEBSITE ITSELF IS MADE AVAILABLE TO YOU AT NO CHARGE. RECOGNIZING SUCH, YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REGULATIONS (INCLUDING, WITHOUT LIMITATION, DATA PRIVACY AND CONSUMER PROTECTION LAWS), NEITHER ZOLA NOR ITS LICENSORS, SUPPLIERS, THIRD-PARTY CONTENT PROVIDERS OR OTHER CONTENT OWNERS WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY RELATED TO (I) THE WEBSITE, OUR SERVICES, OR ANY OTHER WEBSITE OR RESOURCE YOU ACCESS THROUGH A LINK MADE AVAILABLE TO YOU THROUGH YOUR USE OF THE WEBSITE OR OUR SERVICES; (II) ANY ACTION WE TAKE OR FAIL TO TAKE AS A RESULT OF COMMUNICATIONS YOU SEND TO US; (III) YOUR ZOLA ACCOUNT OR ANY TERMINATION, CANCELLATION, DEACTIVATION OR DELETION OF YOUR ACCOUNT; (IV) ANY DELAY OR INABILITY TO USE THE WEBSITE, OUR SERVICES OR ANY INFORMATION, PRODUCTS OR SERVICES ADVERTISED IN OR OBTAINED THROUGH THE WEBSITE OR SERVICES; (V) THE MODIFICATION, REMOVAL OR DELETION OF ANY CONTENT SUBMITTED OR POSTED ON THE WEBSITE OR THROUGH THE SERVICES; (VI) ANY USE OF THE WEBSITE OR SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ZOLA, ITS LICENSORS, SUPPLIERS, THIRD-PARTY CONTENT PROVIDERS OR OTHER CONTENT OWNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IT IS THE RESPONSIBILITY OF THE USER TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE OR THE SERVICES, OR OBTAINED FROM A LINKED WEBSITE OR RESOURCE. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO ANY DAMAGES OR INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, LOSS OF PROFITS BY YOU, OR THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS. YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NEITHER ZOLA NOR ITS LICENSORS, SUPPLIERS, THIRD-PARTY CONTENT PROVIDERS OR OTHER CONTENT OWNERS SHALL BE LIABLE FOR ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY USER OF THE WEBSITE OR SERVICES OR VIOLATION OF THESE TERMS OF USE. YOUR REMEDY FOR ANY OF THE ABOVE CLAIMS OR ANY DISPUTE WITH ZOLA IS TO DISCONTINUE YOUR USE OF THE WEBSITE AND/OR SERVICES. YOU AND ZOLA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR THE CAUSE OF ACTION IS PERMANENTLY BARRED. ZOLA'S MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF USE SHALL BE US $100. BECAUSE SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, ALL OR A PORTION OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Release
IF THERE IS A DISPUTE BETWEEN USERS OF THE WEBSITE OR SERVICES, OR BETWEEN SUCH USERS AND ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANY VENDOR OR SUPPLIER, YOU AGREE THAT ZOLA IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS OR ANY THIRD PARTY, INCLUDING BUT NOT LIMITED TO ANY VENDOR OR SUPPLIER, YOU RELEASE THE ZOLA PARTIES FROM ANY AND ALL CLAIMS, SUITS, LOSSES, DEMANDS DAMAGES, OBLIGATIONS, LIABILITIES, COSTS, DEBT AND EXPENSES OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES, OUR WEBSITE AND/OR OUR SERVICES (INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY REVIEWS POSTED ABOUT YOU, YOUR BUSINESS OR YOUR PRODUCTS OR SERVICES). IF YOU ARE A CALIFORNIA RESIDENT, YOU SHALL AND HEREBY DO WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Indemnification
You agree to defend, indemnify and hold harmless Zola, its affiliates its and their respective officers, subsidiaries, successors, assigns, directors, officers, agents, service providers, suppliers and employees (the “Zola Parties”) from and against any and all claims, actions, suits, losses, demands, damages, obligations, liabilities, costs, debt and expenses (including reasonable attorneys' fees) (“Claims”) asserted by a third party against Zola that arise from: (i) your improper use of or access to the Website or the Services; (ii) your violation of any term of these Terms of Use or our Privacy Policy; (iii) your or your Content’s violation of any third party's right or any Regulation including without limitation any copyright, trademark, trade secret or other intellectual property, right of publicity or privacy right; (iv) any claim that your Content caused damage to a third party; or (v) your negligence or willful misconduct. This defense and indemnification obligation will survive termination, modification or expiration of these Terms of Use and your use of the Website or the Services. This obligation to indemnify Zola does not include any Claims asserted by a third party that arise from any grossly negligent or willful misconduct committed by Zola.
Further, if you are a Vendor, you agree that you are solely responsible for your products and services and agree to indemnify, defend and hold the Zola Parties harmless from any and all Claims relating to or arising from your acts, omissions, products, services and communication with other Zola users, including any violation of any Regulations, and other taxes and payments which may be applicable to your products and services.
6. TERMINATION
Zola reserves the right to terminate, restrict, prohibit, modify or limit all current and future use of and access to Website and/or the Services, or any portion thereof, including by deactivating your account or otherwise removing you from the Website, for any reason whatsoever in its sole discretion at any time without notice, including without limitation (a) in order to comply with applicable Regulations, (b) if you provide any information that Zola determines to be untrue, inaccurate, not current or incomplete (or if the information you previously provided becomes untrue, inaccurate, not current or incomplete), or (c) if Zola determines or suspects that you are using your Zola account in a manner not permitted by these Terms of Use or applicable Regulations or you have otherwise violated or acted inconsistently with the letter or spirit of these Terms of Use. You agree to Zola’s rights as set forth in this paragraph, and you further agree that Zola will not be liable to you or any third party as a result of such termination, restriction, prohibition, modification or limitation and that, in the event of termination of your use of the Website or the Services, Zola may make payment to you of any unrestricted money being held for you. Notwithstanding any other provisions of these Terms of Use, or any general legal principles to the contrary, any provision of these Terms of Use that imposes or contemplates continuing obligations on a party will survive the expiration or termination of these Terms of Use. All licenses granted to Zola will survive termination or deactivation of the granting user's account or permission to access the Website.
7. COMMUNICATION; TEXT MESSAGING
Communication
When you use the Website or send emails to Zola, you are communicating with Zola electronically. You consent to receive electronically any communications related to your use of the Website or our Services. Zola will communicate with you by email or by posting notices on the Website. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing. All notices from Zola intended for receipt shall be deemed delivered and effective when sent to the email address you provide on the Website.
Text Messaging
By using the Website and the Services, you agree that we and those acting on our behalf may, in certain circumstances, send you text (e.g., SMS and MMS) messages at the phone number you provided us. These messages may include operational messages about your use of the Services, as well as marketing or other promotional messages. By signing up to receive text messages from us, you also agree to our Privacy Policy.
You also agree to receive recurring automated promotional and personalized marketing text messages (e.g. cart reminders) from Zola, including text messages that may be sent using an automatic telephone dialing system, to the mobile telephone number you provided when signing up or any other number that you designate. Consent to receive automated marketing text messages is not a condition of any purchase. Msg & Data rates may apply.
Message frequency will vary. Zola reserves the right to alter the frequency of messages sent at any time, so as to increase or decrease the total number of sent messages. Zola also reserves the right to change the short code or phone number from which messages are sent and we will notify you when we do so.
Not all mobile devices or handsets may be supported and our messages may not be deliverable in all areas. Zola, its service providers and the mobile carriers supported by the program are not liable for delayed or undelivered messages.
We are able to deliver messages to the following mobile phone carriers: Major carriers: AT&T, Verizon Wireless, Sprint, T-Mobile, MetroPCS, U.S. Cellular, Alltel, Boost Mobile, Nextel, and Virgin Mobile. Minor carriers: Alaska Communications Systems (ACS), Appalachian Wireless (EKN), Bluegrass Cellular, Cellular One of East Central IL (ECIT), Cellular One of Northeast Pennsylvania, Cincinnati Bell Wireless, Cricket, Coral Wireless (Mobi PCS), COX, Cross, Element Mobile (Flat Wireless), Epic Touch (Elkhart Telephone), GCI, Golden State, Hawkeye (Chat Mobility), Hawkeye (NW Missouri), Illinois Valley Cellular, Inland Cellular, iWireless (Iowa Wireless), Keystone Wireless (Immix Wireless/PC Man), Mosaic (Consolidated or CTC Telecom), Nex-Tech Wireless, NTelos, Panhandle Communications, Pioneer, Plateau (Texas RSA 3 Ltd), Revol, RINA, Simmetry (TMP Corporation), Thumb Cellular, Union Wireless, United Wireless, Viaero Wireless, and West Central (WCC or 5 Star Wireless).
Text the keyword STOP, END, CANCEL, UNSUBSCRIBE or QUIT to our shortcode to cancel. After texting STOP, END, CANCEL, UNSUBSCRIBE or QUIT to our shortcode you will receive one additional message confirming that your request has been processed. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that do not include the STOP, END, CANCEL, UNSUBSCRIBE or QUIT keyword commands and agree that Zola and its service providers will have no liability for failing to honor such requests. If you unsubscribe from one of our text message programs, you may continue to receive text messages from Zola through any other programs you have joined until you separately unsubscribe from those programs. Text the keyword HELP to our shortcode to return customer care contact information.
8. INTELLECTUAL PROPERTY
Trademarks
The trademarks, logos, and service marks (collectively, the “Trademarks”) displayed on the Website or through the Services are registered and unregistered trademarks of Zola and others. Nothing contained on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Website or through the Services without the written permission of Zola or such third party that may own the Trademarks displayed on the Website or through the Services. Your misuse of the Trademarks displayed on the Website or through the Services, or any other Content on the Website or available through the Services, except as provided herein, is strictly prohibited.
Copyright
All Content included on the Website and available through the Services, such as text, fonts, graphics, logos, button icons, images, audio and video clips and software, is the property of Zola or its Content suppliers or Content Owners and is protected by U.S. and international copyright laws. The compilation (meaning the collection, selection, arrangement and assembly) of all Content on the Website and available through the Services is the exclusive property of Zola and protected by U.S. and international copyright laws. All software used on the Website is the property of Zola or its software suppliers and protected by U.S. and international copyright laws. The reproduction, modification, distribution, transmission, republication, display or performance of the Content on the Website or available through the Services is strictly prohibited.
Notification of Claims of Copyright Infringement
Zola respects the intellectual property rights of others. Accordingly, if you are a copyright owner or an Authorized Agent thereof and believe that any user Content or other content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information in writing (see 17 U.S.C. 512(c)(3) for further detail): (i) a physical or electronic signature of a person authorized to act on behalf of the copyright owner of an exclusive right that is allegedly infringed; (ii) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Zola to locate the material; (iv) information reasonably sufficient to permit Zola to contact you, such as an address, telephone number, and, if available, an electronic mail address; (v) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If a user believes the applicable material was removed as a result of a mistake or misidentification (including because they do in fact have the proper authorization from the copyright owner, the copyright owner's agent or pursuant to the law to upload and use such material in their Content), such user may send a written counter-notice containing the following information to Zola's Copyright Agent: (a) physical or electronic signature of the user; (b) 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 to it was disabled; (c) a statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; (d) the user's name, address, telephone number, and email address and (e) a statement that such user consents to the jurisdiction of the federal court located within New York, New York and a statement that such user will accept service of process from the person who provided notification of the alleged infringement. If a valid counter-notice is received by our Copyright Agent, we may restore access to the material after no less than ten (10) and no more than fourteen (14) business days. We will not restore access to the material if the original notice sender informs us that it has filed a court action against the user.
In accordance with the DMCA and other applicable Regulations, we have adopted a policy of deactivating, in appropriate circumstances and at our sole discretion, the accounts of users who are deemed to be repeat infringers. We may also, in our sole discretion, limit access to the Website or the Services and/or deactivate the accounts of any users who infringe, misappropriate or otherwise violate any intellectual property rights of others, whether or not there is any repeat infringement.
Zola's designated Copyright Agent to receive notifications of claimed infringement is: copyright@zola.com or Zola, Inc., 7WTC, 250 Greenwich St., 39th Floor, New York, NY 10007, Attention: DMCA Complaint. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be processed. Please provide Zola with a separate notice each time you wish to report alleged acts of infringement.
9. DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION WAIVER [Last Updated: July 3, 2024]
PLEASE READ THIS SECTION (THE “ARBITRATION AGREEMENT”) CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS. IT PROVIDES FOR RESOLUTION OF MOST DISPUTES THROUGH INDIVIDUAL ARBITRATION INSTEAD OF COURT TRIALS AND CLASS ACTIONS. THIS SECTION ALSO CONTAINS A JURY TRIAL WAIVER AND A WAIVER OF ANY AND ALL RIGHTS TO PROCEED IN CLASS, COLLECTIVE, CONSOLIDATED (OTHER THAN ANY BATCHING PROCEDURES CONDUCTED BY THE ARBITRAL FORUM), PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION IN ARBITRATION OR LITIGATION TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Mandatory Individual Arbitration
Any dispute, claim, or controversy between you and Zola (“Dispute” or “Disputes”), including but not limited to Disputes arising out of or relating in any way to the Website, the Services, or the Terms of Use (including those relating to the formation, breach, termination, enforcement, interpretation, validity, scope, or applicability of the Terms of Use and this Arbitration Agreement), whether such Disputes arose before, on, or subsequent to you entering these Terms of Use, and if not resolved through the informal dispute resolution procedure set forth below, shall be exclusively resolved by individual, binding arbitration in accordance with this Arbitration Agreement. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Disputes relating to the interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms of Use are unconscionable or illusory, in whole or in part, and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding the foregoing and the Class Action/Jury Trial Waiver below, you and Zola each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. Any legal action by Zola against a non-consumer or its interactions with governmental and regulatory authorities shall not be subject to arbitration. Either party may also elect to have Disputes heard in small claims court seeking only individualized relief, so long as the action is not removed or appealed to a court of general jurisdiction.
To the fullest extent permissible by applicable law, all claims against Zola, including but not limited to claims arising out of or relating in any way to the Services, the Website, or the Terms of Use, must be filed within one (1) year after such claim or cause of action arose or it will be forever barred.
If any court or arbitrator determines that this Arbitration Agreement is void or unenforceable for any reason as to Disputes arising before the date of posting of this Arbitration Agreement, then you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions.
If any Dispute is determined not to be subject to arbitration or resolution in small claims court, the exclusive jurisdiction and venue for proceedings concerning such Dispute shall be the federal or state courts of competent jurisdiction in New York, NY, and will be governed by and construed in accordance with the laws of the state of New York, exclusive of choice of law principles.
Class Action / Jury Trial Waiver
You and Zola agree that, to the fullest extent permitted by law, each party is waiving the right to a trial by jury or to participate as a plaintiff, claimant, or class member in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding. This means that you and Zola may not bring a claim on behalf of a class or group and may not bring a claim on behalf of any other person unless doing so as a parent, guardian, or ward of a minor or in another similar capacity for an individual who cannot otherwise bring their own individual claim. This also means that you and Zola may not participate in any class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), private attorney general, or representative proceeding brought by any third party.
Unless both you and Zola agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative proceeding. If any court or arbitrator determines that this Class Action/Jury Trial Waiver is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Zola shall be deemed not to have agreed to arbitrate Disputes.
To the extent that any claims are allowed to proceed on a class, collective, consolidated (other than any batching procedures conducted by the arbitral forum), or representative basis, such claims must be litigated in a federal or state court of competent jurisdiction in New York, NY, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
Notwithstanding the foregoing, you or Zola may participate in a class-wide settlement.
Opt-Out Procedures
To opt out of this Arbitration Agreement, you must send us a written opt-out notice (“Opt-Out Notice”) by email at legal@zola.com with the subject line “ARBITRATION OPT-OUT” within 30 days from the earlier of the date that you: (1) first accessed the Services; (2) first accessed the Website; or (3) first provided information to the Services after the posting of these Terms of Use (“Opt-Out Period”). The Opt-Out Notice must contain your full legal name, your complete mailing and email address and phone number, a clear statement that you wish to opt out of this Arbitration Agreement, and your signature. If your Opt-Out Period has passed, you are not eligible to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other provisions of the Terms of Use will continue to apply to you. Additionally, if you opt out of this Arbitration Agreement, you may still be bound to previous versions of this Arbitration Agreement by reason of your separate agreement to those previous versions. In other words, opting out of this Arbitration Agreement shall have no effect on any previous, other, or future arbitration agreements you may enter into with Zola. As stated above, if you do not opt out of this Arbitration Agreement within the Opt-Out Period, then you will be bound to the terms and conditions of this Arbitration Agreement which shall supersede and replace in its entirety all previous versions of Zola’s arbitration agreements and class action provisions.
Rules and Governing Law
Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures: You and we agree that good-faith, informal efforts to resolve disputes often can result in a prompt, cost-effective and mutually beneficial outcome. Therefore, in the event of a Dispute, you and Zola each agree to send the other party a written Notice of Dispute (“Notice of Dispute” or “Notice”). A Notice of Dispute from you to Zola must be emailed to legal@zola.com (“Notice Address”). Any Notice of Dispute must include (i) the claimant’s full legal name, complete mailing address, and email address; (ii) a description of the nature and basis of the Dispute; (iii) any relevant facts regarding claimant’s use of the Website or Services, including whether claimant receives any emails associated with the Services, whether claimant has an account with, or made a purchase from, Zola, and if so, the date(s) of the purchase(s) and/or account creation; and (iv) a personally signed statement from the claimant (and not their counsel) verifying the accuracy of the contents of the Notice. The Notice must be individualized, meaning it can concern only your dispute and no other person’s dispute. Zola will send any Notice of Dispute to you at the email address or mailing address it has for you, if any.
After receipt of a Notice of Dispute, the parties shall engage in a good faith effort to resolve the Dispute for a period of 60 days (which can be extended by agreement). You and we agree that, after receipt of the Notice of Dispute, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will attend (with counsel, if represented). You and we agree that the parties (and counsel, if represented) shall work cooperatively to schedule the conference at the earliest mutually-convenient time and to seek to reach a resolution.
Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures section is a condition precedent to initiating arbitration. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution procedures set forth in this subsection. All of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are essential so that you and Zola have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, the parties agree that a court of competent jurisdiction may enjoin the filing or stay the prosecution of an arbitration. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with these Procedures in arbitration.
If the parties cannot resolve the Dispute through the Informal Dispute Resolution Procedures above, you and Zola each agree that all Disputes shall be resolved exclusively through final and binding individual arbitration, rather than in court. The parties may agree to waive hearings and resolve Claims through submission of documents. Any arbitration hearing will be conducted remotely by telephone or video conference to the extent possible, but if the arbitrator determines, or the parties agree, that a hearing should be conducted in person, the arbitration hearing will take place as close to your residence as practicable, or another agreed upon locale, and shall be before one arbitrator.
All Disputes shall be submitted to National Arbitration and Mediation (“NAM”), www.namadr.com, for arbitration before one arbitrator. The arbitration will be administered by NAM in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “NAM Rules”), except as modified by this Arbitration Agreement. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the NAM Rules. A form for initiating arbitration proceedings is available on NAM’s website at https://www.namadr.com/resources/rules-fees-forms/. You and we agree that the party initiating arbitration must submit a certification that they have complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced above, and that they are a party to the Arbitration Agreement enclosed with or attached to the demand for arbitration. The demand for arbitration and certification must be personally signed by the party initiating arbitration (and their counsel, if represented). The parties agree that submission of the certification shall be required for the claim to be deemed properly filed. For additional information on how to commence an arbitration proceeding, you can contact NAM at customerservice@namadr.com.
If NAM determines that 25 or more substantially similar arbitration demands presented by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization are allowed to be submitted for arbitration, NAM’s mass filing fee structure shall apply and the parties agree that the arbitrations will proceed in accordance with the batching process as follows: (i) NAM shall administer the arbitration demands in batches of at least 25 claims, with the discretion to create additional batches if NAM finds that they are necessary to facilitate the efficient resolution of demands; (ii) NAM shall provide for the resolution of each batch as a single consolidated arbitration with one procedural calendar and one hearing (if any) and one final award; and (iii) NAM shall apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in NAM’s fee schedule. You agree to cooperate in good faith to implement this batch approach to facilitate the efficient resolution of these Claims. All parties agree that arbitrations are of a “substantially similar nature” for purposes of this batching procedure for claims administered by NAM if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. This batching procedure for claims administered by NAM shall in no way be interpreted as authorizing class arbitrations of any kind. Zola reserves all rights and defenses as to each and any demand and claimant. If any court or arbitrator determines that this batching procedure for claims administered by NAM and the ADR Services Batching Procedure (see below) are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the Arbitration Agreement shall be deemed null and void in its entirety, and you and Zola shall be deemed not to have agreed to arbitrate Disputes.
If NAM notifies the parties in writing that it is not available to arbitrate any Claim, or if NAM is otherwise unable to arbitrate any Claim, that Claim shall be submitted to ADR Services, Inc. (“ADR Services”), www.adrservices.com, for final and binding individual arbitration before one arbitrator. The arbitration will be administered by ADR Services in accordance with its rules and procedures, including any supplementary rules and fee schedules, then in effect (the “ADR Services Rules”), except as modified by this Arbitration Agreement. If there are 20 or more substantially similar Claims that are allowed to be submitted for arbitration but cannot be arbitrated by NAM, and are presented to ADR Services by or with the assistance, coordination, or cooperation of the same law firm, group of law firms, cooperating law firms, or organization, ADR Services shall (i) administer those Claims in at least 20 batches, with the discretion to create additional batches if ADR Services finds that they are necessary to facilitate the efficient resolution of demands; and (ii) apply a single initial filing fee and administrative fee per batch for each side with respect to the fees set forth in ADR Services’ then-current Mass Consumer Non-Employment Arbitration Fee Schedule. You agree to cooperate in good faith to implement this batch approach (the “ADR Services Batching Procedure”) to facilitate the efficient resolution of these Claims. This ADR Services Batching Procedure shall in no way be interpreted as authorizing class arbitrations of any kind. Zola reserves all rights and defenses as to each and any demand and claimant.
Notwithstanding any choice of law or other provision in these Terms of Use, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and any proceedings under it. It is the intent of the parties that the FAA and the NAM Rules or ADR Services Rules (as applicable) shall preempt all state laws to the fullest extent permitted by law. If the FAA and the NAM Rules or ADR Services Rules (as applicable) are found to not apply to any issue that arises under this Arbitration Agreement, then that issue shall be interpreted, applied, and enforced in accordance with substantive and procedural law of the State of New York, without regard to choice of law or conflict of law provisions.
At the conclusion of the arbitration proceeding, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. An arbitrator’s award that has been fully satisfied shall not be entered in any court.
As in court, you and Zola agree that any counsel representing a party in arbitration certifies when initiating and proceeding in arbitration that they are complying with the requirements of Federal Rule of Civil Procedure 11(b) and any applicable state laws of similar import, including certification that the claim or relief sought is neither frivolous nor brought for an improper purpose. The arbitrator is authorized to impose any sanctions under the NAM Rules or ADR Services Rules (as applicable), Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriately represented parties and counsel.
Except as expressly provided in the Arbitration Agreement, the arbitrator may grant any remedy, relief, or outcome that the parties could have received in court, including awards of attorneys’ fees and costs, in accordance with applicable law.
Arbitrator’s Fees: You and we agree that arbitration should be cost-effective for all parties and that any party may engage with NAM, ADR Services (as applicable), and/or the arbitrator to address the apportionment of the arbitrator’s fees.
Confidentiality: The parties agree that the arbitrator is authorized to issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted court filing of confidential information must be done under seal to the furthest extent permitted by law.
Requirement of Individualized Relief: The parties agree that the arbitrator is authorized, upon either party’s request, to 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. If any of the prohibitions on non-individualized declaratory or injunctive relief, class, representative, and private attorney general claims, or consolidation set forth under this Arbitration Agreement are found to be unenforceable with respect to a particular claim or with respect to a particular request for relief (such as a request for injunctive relief sought with respect to a particular claim), then, after exhaustion of all appeals, the parties agree such a claim or request for relief shall be decided by a court of competent jurisdiction, after all other arbitrable claims and requests for relief are arbitrated.
You agree that any arbitrations between you and Zola will be subject to this Arbitration Agreement and not to any prior arbitration agreement you had with Zola, and, notwithstanding any provision in these Terms of Use to the contrary, you agree that this Arbitration Agreement amends any prior arbitration agreement you had with Zola, including with respect to claims that arose before this or any prior arbitration agreement.
Opt-Out of Future Changes to Arbitration Agreement
Notwithstanding any provision to the contrary, if Zola makes any future change to this Arbitration Agreement (other than a change to the Notice Address or other non-material changes), you may reject any such change by sending Zola an email to legal@zola.com with the subject line “ARBITRATION OPT-OUT” within 30 days of the posting of the amended arbitration agreement that provides: (i) your full legal name, (ii) your complete mailing address, (iii) your phone number, (iv) the change(s) you are rejecting, (v) and, if applicable, the username or email address associated with any purchase from Zola or account on the Website. It must include a statement, personally signed by you, that you wish to reject the specified change to the Arbitration Agreement. This is not an opt out of arbitration altogether.
Severability and Survival
If any provision of this Arbitration Agreement, or a portion thereof, is found to be void, invalid, or otherwise unenforceable, then that portion shall be deemed to be severable and, if possible, superseded by a valid, enforceable provision, or portion thereof, that matches the intent of the original provision, or portion thereof, as closely as possible. The remainder of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein.
Notwithstanding the foregoing, if any court or arbitrator determines that the batching procedure for claims administered by NAM (set forth above) and the ADR Services Batching Procedure are both void or unenforceable for any reason or that an arbitration can proceed on a class basis, then, after exhaustion of all appeals, the Arbitration Agreement shall be deemed null and void in its entirety.
This Arbitration Agreement shall survive termination of these Terms of Use. Except as provided in the opt-out provisions set forth in Sections C and E above, the terms and conditions of this Arbitration Agreement shall supersede and replace any and all previous arbitration and class action/jury waiver agreements you may have entered into with Zola.
10. MISCELLANEOUS
Age Restriction
You may not use our Website or Services if you are under 18 years of age. By using our Website and/or Services, you represent and warrant that you are at least 18 years of age.
Force Majeure
Zola shall be excused from performance under these Terms of Use to the extent it is prevented from or delayed from performing, in whole or in part, as a result of an event or series of events caused by or resulting from (i) weather conditions or other elements of nature or acts of God, (ii) acts of war, acts of terrorism, insurrection, riots, civil disorders or rebellion, (iii) pandemics, quarantines or embargoes, (iv) labor strikes, or (v) other causes beyond the reasonable control of Zola. In the event that Zola is temporarily unable to ship to you a purchased item because of such an event, Zola will give you the option of deferring shipment or receiving a refund of your charges.
General Provisions
These Terms of Use constitute the entire agreement and understanding between you and Zola with respect to your use of the Website and Services and supersede all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter. You may be subject to additional terms and conditions that are applicable to certain parts of the Website or certain Services. If any portion of these Terms of Use are held to be unenforceable, the unenforceable portion shall be construed in accordance with applicable Regulations to the greatest extent possible and the remainder of the provisions shall remain in full force and effect. These Terms of Use will be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to its conflicts of law provisions. The failure of Zola to act with respect to a breach of these Terms of Use by you or others does not waive Zola's right to act with respect to subsequent or similar breaches. Zola does not guarantee that it will take action against all breaches of these Terms of Use. Except as otherwise expressly provided in these Terms of Use, there shall be no third-party beneficiaries to these Terms of Use. You may not assign these Terms of Use by operation of law or otherwise without the prior written consent of Zola, which may be withheld at Zola's sole discretion. Any attempted assignment that does not comply with these Terms of Use shall be null and void. Zola may assign these Terms of Use, in whole or in part, to any third party in its sole discretion.
Contact Information
If you have any questions or comments about these Terms of Use, please contact us by email at support@zola.com. You may also write us at:
Zola Terms of Use, c/o Zola, Inc., 7WTC, 250 Greenwich St., 39th Floor, New York, NY 10007