Terms of Service Zeely

Any disputes between you and us shall be resolved via amicable negotiations, in the small claims court or via the mandatory arbitration in accordance with the Annex “A” to these Terms. For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Zeely agree to submit to the personal and exclusive jurisdiction of any venue in the federal and state courts located in Wilmington, Delaware. You further agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

12. LIMITATION OF LIABILITY

12.1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ZEELY BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOSS OF DATA, PROFITS, REVENUE OR GOODWILL, REPUTATIONAL HARM, BUSINESS INTERRUPTION, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION ARISING OUT OF OR IN CONNECTION WITH THE SERVICES (B) THE USE OF, OR INABILITY TO USE, THE SERVICES OR VIEW ANY RESULTING MATERIALS, (C) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS; (D) ANY CONTENT OBTAINED FROM THE SERVICES, INCLUDING WITHOUT LIMITATION RESULTING MATERIALS; AND (E) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR USER CONTENT. UNDER NO CIRCUMSTANCES WILL ZEELY BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR USER ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

12.2. THIS DISCLAIMER APPLIES, WITHOUT LIMITATION, TO THE MAXIMUM EXTENT PERMITTED UNDER LAW, TO ANY DAMAGES OR PERSONAL INJURY ARISING FROM ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FILE CORRUPTION, COMMUNICATION-LINE FAILURE, NETWORK OR SYSTEM OUTAGE, ANY THEFT, DESTRUCTION, UNAUTHORIZED ACCESS TO, ALTERATION OF, LOSS OR USE OF, ANY RECORD OR DATA, AND ANY OTHER TANGIBLE OR INTANGIBLE LOSS.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT FOR WHICH ZEELY SHALL BE LIABLE TO YOU EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID TO US BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY; (B) $100.00; OR (C) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A ZEELY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY OUR GROSS NEGLIGENCE; OR FOR (II) ANY INJURY CAUSED BY OUR FRAUD OR FRAUDULENT MISREPRESENTATION. THE PRECEDING SENTENCE SHALL NOT PRECLUDE THE REQUIREMENT FOR YOU TO PROVE ACTUAL DAMAGES.

12.3. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES OR IMPLIED WARRANTIES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE ESSENTIAL TO THE AGREEMENT BETWEEN YOU AND US.

13. INDEMNIFICATION

You agree to defend, indemnify and hold Zeely, its subsidiaries and affiliates, and each of their directors, officers, managers, agents, contractors, partners and employees harmless from any loss, liability, claim, damages, costs, debts, expenses or demand, including reasonable attorney’s fees, due to or arising from (i) your use of and access to the Services; (ii) Resulting materials; (iii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iv) your violation of any third-party right, including without limitation any right of privacy or intellectual property rights; (v) your violation of any applicable law, rule or regulation; (vi) your User content or any information provided through the User Account including without limitation misleading, false, or inaccurate information; (vii) your willful misconduct; or (vii) any other party’s access and use of the Services with your unique username, password or other appropriate security code.

14. FORCE MAJEURE

We shall not be liable for any delay or failure to perform resulting from causes outside our reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

15. TERMINATION

15.1. We reserve the right, at our sole discretion and with prior notice where practicable, to modify, suspend, or discontinue the App, any of its features, Content, Services, or your Account at any time. You acknowledge and agree that we shall not be liable to you or any third party for any such modification, suspension, discontinuation, or termination. We also reserve the right to take any lawful actions we deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, suspending or terminating your license to access the App and/or Services.

We may immediately block your Account without refund for a number of reasons, including where:

• you use our Services in a way that these Terms don’t allow;
• you refuse to provide us with the necessary information or the information you’ve provided is false or misleading;
• your behavior towards us makes it difficult to deal with you (e.g. you insult our staff);
• you’ve violated these Terms seriously or persistently and you haven’t put the matter right within a reasonable time of us asking you to;
• we are required to by law.

15.2. You may terminate these Terms by canceling your subscription, deleting your Account and no longer accessing and using your account or by contacting us at: support@zeely.app . If you terminate these Terms, all permissions and licenses under these Terms will immediately terminate. All the Account data you provided us and your purchase history will be deleted after the deletion of your Account.

15.3. Please note that terminating your account will not result in the termination of your subscription and will not provide you with entitlement for the refund of the remainder of the subscription time that is left. Your subscription will end at the end of the billing period (e.g. end of the month) unless specifically cancelled.

16. APPLICABLE LAW

The laws of the State of Delaware, excluding its conflicts of law rules, govern this Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws.

17. IF YOU DOWNLOAD THE APP FROM THE APP STORE

You acknowledge that these Terms are between you and Zeely only, not with Apple, and Apple is not responsible for the Service or the content thereof. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Service. In the event of any failure of the Service to conform to any applicable warranty, then you may notify Apple and Apple will refund the purchase price for the relevant Service to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation whatsoever with respect to the Service. Apple is not responsible for addressing any claims by you or any third party relating to the Service or your possession and/or use of the Service, including, but not limited to: (i) product liability claims; (ii) any claim that the Service fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third-party claim that the Service or your possession and use of the Service infringes that third party’s intellectual property rights. You agree to comply with any applicable third-party terms when using the Service. Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms. You hereby 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. If Zeely provides a translation of the English language version of these Terms, the translation is provided solely for convenience, and the English version will prevail.

18. IF YOU DOWNLOAD THE APP FROM THE GOOGLE PLAY STORE

The following applies to any Mobile Applications you acquire from the Google Play Store (“Google-Sourced Software”): (i) you acknowledge that the Agreement is between you and Zeely only, and not with Google, Inc. (“Google”); (ii) your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service; (iii) Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software; (iv) Zeely, and not Google, is solely responsible for its Google-Sourced Software; (v) Google has no obligation or liability to you with respect to Google-Sourced Software or the Agreement; and (vi) you acknowledge and agree that Google is a third-party beneficiary to the Agreement as it relates to Zeely’s Google-Sourced Software.

19. MISCELLENEOUS

19.1. You agree that this Agreement, together with the Privacy Policy and any additional terms, contains the entire agreement between you and us regarding the use of the Service and supersedes all prior agreements and understandings (including without limitation any prior versions of this Agreement), except to the extent that the parties have entered into a separate written agreement applicable to the Service that expressly governs over this Agreement.

19.2. If any provision or any portion thereof is held illegal, void, invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect, unless otherwise indicated herein, except that in the event of unenforceability of the universal “Waiver of class action and another non-individualized relief” or “Mass filings” sections in Annex “A” to these Terms, the entire arbitration agreement shall be unenforceable.

19.3. A waiver of any provision of this Agreement will be in writing and a waiver in one instance will not preclude enforcement of such provision on other occasions.

19.4. The parties to these Terms are independent contractors and these Terms do not create an agency, partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

19.5. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

19.6. A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to the use of our App to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

20. Contact Us

Zeely, Inc.
2810 N Church St, Ste 27833, Wilmington, Delaware, 19802-4447, USA
support@zeely.app

ANNEX “A”

ARBITRATION AGREEMENT

PLEASE REVIEW THIS SECTION CAREFULLY. THESE PROVISIONS GOVERN THE MANNER IN WHICH DISPUTES WILL BE ADDRESSED BETWEEN YOU AND ZEELY AND INCLUDE A MANDATORY PRE-ARBITRATION INFORMAL DISPUTE RESOLUTION PROCESS, CLASS ACTION WAIVER, AND JURY TRIAL WAIVER THAT AFFECT YOUR RIGHTS.

Effective as of: 02/01/2024

1.1. Applicability and scope: This Arbitration agreement is an integral part of the Terms of Service. Subject to the provisions of this Arbitration Agreement, both you and we agree that any dispute, claim, or disagreement related to your access to or use of the Services, any communications received, any products sold or distributed through the Services, or the Terms — including disputes that arose before the effective date of the Terms (each referred to as a “Dispute”) — will be resolved through binding arbitration in the English language rather than in court. However, the following exceptions apply:

(1) both you and we may bring claims or seek remedies in small claims court if the claims qualify and remain within its jurisdiction; and

(2) either party may pursue equitable relief in court for matters involving intellectual property rights, including trademarks, trade dress, domain names, trade secrets, copyrights, and patents.

For the purposes of this Arbitration Agreement, a “Dispute” also includes conflicts arising from or involving facts predating this or any previous version of the Terms, as well as claims emerging after the Terms are terminated.

2.1 Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure: Before initiating arbitration or filing a small claims court action regarding a Claim, the initiating party must first provide the other party with a written notice of dispute (“Notice“). The Notice to us may be sent either by U.S. mail or professional courier service to Legal Department – Notice of Dispute, Zeely, Inc., 2810 N Church St, Ste 27833, Wilmington, Delaware, 19802-4447, USA (the “Notice Address”), or, alternatively, submitted electronically to the designated email address: legal@zeely.app. If we send Notice to you, we will send it to the email linked to your account on the App or if it is not available to the other your credentials known to us.

The Notice must include the following information:

• the claimant’s name; and
• address, and phone number; and
• the account identifiers used for our Services such as account ID, profile screenshot, or other information that would allow us to identify your account; and
• the services (if any) to which the claim pertains; and
• a description of the nature and basis of the claim or dispute; and
• an explanation of the specific relief sought and the basis for the calculations.

The Notice must be specific to your dispute and cannot include claims related to any other individual’s dispute. Adhering to this Notice and Informal Dispute Resolution Procedure is a prerequisite for initiating arbitration. Any applicable time limits, including statutes of limitations and filing fee deadlines, will be paused while the parties participate in the informal dispute resolution process.

After the other party’s receipt of a completed Notice, 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 completed Notice, the recipient may request an individualized telephone or video settlement conference (which can be held after the 60-day period) and both parties will personally 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. If we and you do not reach an agreement to resolve the issues identified in the Notice within 60 days after the completed Notice is received (or a longer time if agreed to by the parties), you or we may commence an arbitration proceeding or a small claims court proceeding (if permitted by small claims court rules).

Compliance with this Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure 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 Section 2.1. All of the requirements of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure are essential so that you and we have a meaningful opportunity to resolve disputes informally. If any aspect of these requirements has not been met, a court of competent jurisdiction may enjoin the filing or prosecution of an arbitration. In addition, unless prohibited by law, the arbitration administrator may not accept, administer, assess, or demand fees in connection with an arbitration that has been initiated without completion of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure. If the arbitration is already pending prior to the completion of the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure, the arbitration shall be administratively closed. Nothing in this paragraph limits the right of a party to seek damages for non-compliance with the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedure in arbitration.

2.2 Arbitration Procedure: The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. Any such arbitration shall be governed by applicable rules of National Arbitration & Mediation (“NAM”) (including the Comprehensive Dispute Resolution Rules and Procedures and/or the Supplemental Rules for Mass Arbitration Filings, as applicable) (“NAM Rules”), as modified by this Arbitration agreement and will be administered by NAM. (If NAM is unavailable or unwilling to do so, another arbitration provider shall be selected by the parties that will do so, or if the parties are unable to agree on an alternative administrator, by the court pursuant to 9 U.S.C. §5.) The NAM Rules are available online at www.NAMADR.com, by calling NAM at 1-800-358-2550, or by requesting them in writing at the Notice Address. You may obtain a form to initiate arbitration at: https://www.namadr.com/content/uploads/2020/09/Comprehensive-Demand-for-Arb-revised-9.18.19.pdf or by contacting NAM.

You and we agree that the party initiating arbitration must submit a certification that it has complied with and completed the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures requirements referenced in Section 2.1 above and that it is 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).

All issues, including the scope and enforceability of this Arbitration Agreement, are for the arbitrator to decide. The arbitrator may consider but shall not be bound by rulings in other arbitrations involving different customers. 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. The arbitrator’s decision is binding only between you and us and will not have any preclusive effect in another arbitration or proceeding that involves a different party. An arbitrator’s award that has been fully satisfied shall not be entered in any court.

As in court, you and we 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), 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, Federal Rule of Civil Procedure 11, or applicable federal or state law, against all appropriate represented parties and counsel.

Except as expressly provided in this 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. Unless otherwise provided by applicable law, the parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator awards sanctions or finds that either the substance of the claim, the defense, or the relief sought is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

The payment of arbitration fees (the fees imposed by the arbitration administrator including filing, arbitrator, and hearing fees) will be governed by the applicable NAM Rules, unless you qualify for a fee waiver under applicable law.

In circumstances in which the NAM Rules provide for an in-person hearing, such hearing will take place in the U.S. county (or parish) of your residence, or otherwise in Wilmington, Delaware. If the Mass Filing process described in Section 2.6 below is triggered, then the location of any hearing will be determined by the arbitrator.

2.3 Discovery During Arbitration. The parties shall each be limited to a maximum of one (1) fact witness deposition per side, unless the arbitrator determines that more depositions are warranted based on the totality of circumstances, including the amount in controversy, the complexity of the factual issues, the number of parties and the diversity of their interests, and whether any or all of the claims appear, on the basis of the pleadings, to have sufficient merit to justify the time and expense associated with the requested discovery. Document requests shall be limited to documents that are directly relevant to the matter(s) in dispute or to its outcome; shall be reasonably restricted in terms of time frame, subject matter and persons or entities to which the requests pertain; shall not include broad phraseology such as “all documents directly or indirectly related to”; and shall not be encumbered with extensive “definitions” or “instructions.” The arbitrator may edit or limit the number of document requests based on the totality of circumstances, including the factors listed above.

Electronic discovery, if any, shall be limited as follows. Absent a showing of compelling need: (a) electronic documents shall only be produced from sources used in the ordinary course of business, and not from backup servers, tapes or other media; (b) the production of electronic documents shall normally be made on the basis of generally available technology in a searchable format that is usable by the requesting party and convenient and economical for the producing party; (c) the parties need not produce metadata, with the exception of header fields for email correspondence; (d) the description of custodians from whom electronic documents may be collected should be narrowly tailored to include only those individuals whose electronic documents may reasonably be expected to contain evidence that is material to the dispute; and (e) where the costs and burdens of e-discovery are disproportionate to the nature of the dispute or to the amount in controversy, or to the relevance of the materials requested, the arbitrator may either deny such requests or order disclosure on the condition that the requesting party advance the reasonable cost of production to the other side, subject to the allocation of costs in the final award.

2.4 Confidentiality. Upon either party’s request, the arbitrator will 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.

2.5 Offer of Settlement. In any arbitration between you and us, the defending party may, but is not obligated to, make a written settlement offer at any time before the evidentiary hearing or, if a dispositive motion is permitted, prior to the dispositive motion being granted. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an award on the Claim. If the award is issued in the other party’s favor and is less than the defending party’s settlement offer or if the award is in the defending party’s favor, the other party must pay the defending party’s costs incurred after the offer was made, including any attorney’s fees. If any applicable statute or case law prohibits the shifting of costs incurred in the arbitration, then the offer in this provision shall serve to cease the accumulation of any costs to which the party bringing the Claim may be entitled for the cause of action under which it is suing.

2.6 Mass Filing. If, at any time, 25 or more claimants (including you) submit Notices or seek to file demands for arbitration raising similar claims against the other party or related parties by the same or coordinated counsel or entities, consistent with the definition and criteria of Mass Filings (“Mass Filing”) set forth in NAM’s Mass Filing Supplemental Dispute Resolution Rules and Procedures (“NAM’s Mass Filing Rules,” available at https://www.namadr.com/resources/rules-fees-forms/), you and we agree that the additional procedures set forth below shall apply. The parties agree that throughout this process, their counsel shall meet and confer to discuss modifications to these procedures based on the particular needs of the Mass Filing. The parties acknowledge and agree that by electing to participate in a Mass Filing, the adjudication of their dispute might be delayed. Any applicable limitations period (including statute of limitations) and any filing fee deadlines shall be tolled beginning when the Mandatory Pre-Arbitration Notice and Informal Dispute Resolution Procedures are initiated, so long as the pre-arbitration Notice complies with the requirements in Section 2.1 above, until your Claim is selected to proceed as part of a staged process or is settled, withdrawn, otherwise resolved, or opted out of arbitration.

Stage One: Counsel for the claimants and counsel for us shall each select 25 claims per side (50 claims total) to be filed and to proceed in individual arbitrations as part of a staged process. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this initial set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge and we shall pay the mediator’s fee.

Stage Two: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for us shall each select 50 claims per side (100 claims total) to be filed and to proceed in individual arbitrations as part of a second staged process, subject to any procedural changes the parties agreed to in writing. Each of these individual arbitrations shall be assigned to a different, single arbitrator unless the parties agree otherwise in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After this second set of staged proceedings is completed, the parties shall promptly engage in a global mediation session of all remaining claims with a retired federal or state court judge, and we shall pay the mediator’s fee.

Stage Three: If the remaining claims are not resolved at this time, counsel for the claimants and counsel for us shall each select 100 claims per side (200 claims total) to be filed and to proceed in individual arbitrations as part of a third staged process, subject to any procedural changes the parties agreed to in writing. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. Following this third set of staged proceedings, counsel for claimants may elect to have the parties participate in a global mediation session of all remaining claims with a retired federal or state court judge.

If your Claim is not resolved as part of the staged process identified above, either:

Option One: You and we may separately or by agreement, opt out of arbitration and elect to have your Claim heard in court consistent with these Terms. You may opt out of arbitration by sending us your individual, personally signed notice of your intention to opt out by certified mail addressed to Zeely Inc., 2810 N Church St, Ste 27833, Wilmington, DE 19802-4447, Attn: General Counsel. Such an opt-out notice must be sent by you personally, and not by your agent, attorney, or anyone else purporting to act on your behalf. It must include a statement, personally signed by you, that you wish to opt out of arbitration within 30 days after the conclusion of Stage 3 or the elective mediation associated with Stage 3. We may opt your Claim out of arbitration by sending an individual, personally signed notice of our intention to opt out to your counsel within 14 days after the expiration of your 30-day opt out period. Counsel for the parties may agree to adjust these deadlines.

OR

Option Two: If neither you nor we elect to have your Claim heard in court consistent with Option One, then you agree that your Claim will be resolved as part of continuing, staged individual arbitration proceedings as set forth below. Assuming the number of remaining claims exceeds 200, then 200 claims shall be randomly selected (or selected through a process agreed to by counsel for the parties) to be filed and to proceed in individual arbitrations as part of a staged process. If the number of remaining claims is fewer than 200, then all of those claims shall be filed and proceed in individual arbitrations. Any remaining claims shall not be filed or be deemed filed in arbitration, nor shall any arbitration fees be assessed in connection with those claims unless and until they are selected to be filed in individual arbitration proceedings as part of a staged process. After each set of 200 claims are adjudicated, settled, withdrawn, or otherwise resolved, this process shall repeat consistent with these parameters. Counsel for the parties are encouraged to meet and confer, participate in mediation, and engage with each other and with NAM (including through a Procedural Arbitrator, as such term is used in the NAM Rules) to explore ways to streamline the adjudication of claims, increase the number of claims to proceed at any given time, promote efficiencies, conserve resources, and resolve the remaining claims.

A court of competent jurisdiction shall have the authority to enforce these Mass Filing provisions and, if necessary, to enjoin the mass filing, prosecution, or administration of arbitrations and the assessment of arbitration fees. If these additional procedures apply to your Claim, and a court of competent jurisdiction determines that they are not enforceable as to your Claim, then your Claim shall proceed in a court of competent jurisdiction consistent with these Terms.

You and we agree that each party values the integrity and efficiency of arbitration and wishes to employ the process for the fair resolution of genuine and sincere disputes between the parties. You and we acknowledge and agree to act in good faith to ensure the processes set forth herein are followed. The parties further agree that application of these Mass Filing procedures have been reasonably designed to result in an efficient and fair adjudication of such cases.

2.7 Severability. If any portion of this Arbitration Agreement 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 other portions of this Arbitration Agreement shall continue to be enforceable and valid according to the terms contained herein. except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver or Mass Filings section in this Arbitration agreement, the entire arbitration agreement shall be of no force and effect. You further agree that any Dispute that you have with us as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

2.8 Right to Opt-out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to the email address legal@zeely.ai, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, any other information used to create an account on the App (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

2.9 Modifications. Notwithstanding any general provision in the Terms to the contrary, we agree that if we make any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within thirty (30) days of such change becoming effective by writing to us in accordance with the rules defined in the “30-Day Right to Opt Out” section above , your continued use of the Services, including the acceptance of products and services offered on or through the Services, following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of the Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to the Terms) remain in full force and effect. We will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of the Terms.

2.10 Venue.
For any dispute not subject to arbitration or under the jurisdiction of a small claims court, you and Zeely agree to submit to the personal and exclusive jurisdiction of any venue in the federal and state courts located in Wilmington, Delaware. You further agree to accept service of process by mail and hereby waive any and all jurisdictional and venue defenses otherwise available.

WAIVER OF CLASS AND OTHER NON-INDIVIDUALIZED RELIEF

YOU AND WE AGREE THAT, WITH AN EXCEPTION DEFINED BY THE APPLICABLE LAWS AND THIS ARBITRATION AGREEMENT, TO THE FULLEST EXTENT ALLOWABLE UNDER THE APPLICABLE LAW, EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, 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 the party’s individual claim. Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this Section are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and we agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated only in the court defined in the Section “Invalidity, Expiration” above. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or us from participating in a class-wide settlement of claims.

WAIVER OF JURY TRIAL

YOU AND WE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and we are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

ANNEX “B”

PERMITTED USE POLICY

Effective as of 02/01/2024

This Permitted Use Policy (“Policy”) is an integral part of the Agreement and outlines the rules and restrictions regarding your use of our Services, User submissions and Resulting materials. By using the Service, you agree not to misuse it or assist others in doing so. Violations of this Policy may result in suspension or termination of access to the Service. In cases involving illegal activity or threats to public safety, we may report such actions to appropriate authorities.

You may not use the Service in connection with any content (whether as a user submission or as part of the resulting materials) that:

a. Violates Laws or Regulations:

• Breaks any local, national, or international law.Violates or encourages any conduct that would violate our Agreement or otherwise create liability or violate any applicable local, state, national, or international law or regulation or would give rise to civil or criminal liability;
• Encourages or facilitates unlawful activity or promotes harmful conduct, including but not limited to fraud, hacking, or piracy;
• Promotes illegal activities or substances;
• Engaging in political campaigning or lobbying, including generating campaign materials personalized to or targeted at specific demographics;
• Facilitating real money gambling or payday lending;
• Contains any protected health information as defined by the Health Insurance Portability and Accountability Act (HIPAA) of 1996, Pub. L. No. 104-191 except as permitted by an executed HIPAA BAA;
• Misrepresent that the Resulting materials are in any way endorsed by the Zeely;

b. Infringes Intellectual Property and privacy:

• Uses copyrighted works, trademarks, trade secrets, or other proprietary materials without proper authorization or legal right;
• Violates rights of publicity, moral rights, or any other intellectual property protections;
• Impersonating another individual or organization without consent or legal right;
• Contains private or confidential information about another person;

c. Harms, Harasses, or Exploits Others

• Harasses, bullies, threatens, or abuses individuals or groups;
• Promotes hate, violence, or discrimination against people based on race, ethnicity, nationality, gender, sexual orientation, religion, disability, or other protected characteristics;
• Encourages self-harm or suicide or targets vulnerable individuals for abuse or exploitation;

d. Is Sexually Explicit or Obscene

• Contains pornography or sexually explicit material, including material that depicts or promotes non-consensual or exploitative sexual acts;
• Promotes or facilitates human trafficking or sexual exploitation;

e. Promotes Misinformation or Manipulation

• Disseminates false or misleading information, including conspiracy theories, fraudulent claims, or manipulated media intended to deceive;
• Misrepresents the source of content or impersonates individuals, companies, or organizations;

f. Contains or Distributes Malware or Security Threats

• Includes viruses, malware, ransomware, spyware, or other malicious code;
• Attempts to breach, interfere with, or disrupt the integrity or security of the platform or any connected systems;
• Circumvent usage limits or security features;
• Use automated means (e.g., bots, scrapers) to access or interact with the platform in ways that could harm its performance or integrity;
• Resell or sublicense the Service in ways that violate this Policy;

g. Facilitates Deceptive Practices

• Is intended for spam, phishing, scams, or social engineering;
• Uses deceptive metadata, misleading descriptions, or hidden content to manipulate algorithms or deceive users;
• Generating or promoting disinformation, misinformation, or false online engagement (e.g., comments, reviews);
• Misrepresent the provenance of generated content by claiming it was created solely by a human, or otherwise in order to deceive;
• Is in other ways fraudulent, false, misleading or deceptive;

h. Endangers Minors

• Targets, exploits, or endangers children, including the creation or distribution of content involving minors in any sexual or abusive context;