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Terms of Service Zeely

Last updated: {12/04/2025}

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. FOR FURTHER INFORMATION, REFER TO SECTION 11, AND OF THESE TERMS.

YOU MUST BE AT LEAST 18 YEARS OLD AND THE AGE OF MAJORITY IN THE JURISDICTION IN WHICH YOU LIVE OR RESIDE TO AGREE TO THESE TERMS.

1. INTRODUCTION

Welcome to the Zeely AI !

These Terms of Service (“Terms”), together with our Privacy policy, Cookie policy, Arbitration agreement, Permitted use policy, and any other document expressly incorporated herein by reference, constitute a legal binding agreement (“Agreement”) between us – Zeely, Inc. (“Zeely” or “we”) and You, our user (“User” or “you”) in respect of your use and access to our mobile application, website, customer support (collectively, the “Services”), supplied through the mobile application – Zeely AI: Sales Growth App (“App”) or its web-version. By browsing our website, accessing the App, creating or managing an account, and/or using our Services, you agree to be bound by these Terms. If you do not agree to these Terms, you may not use our Services.

2. ELIGIBILITY

IF YOU ARE UNDER 18, YOU ARE NOT PERMITTED TO USE OUR SERVICES. PLEASE DO NOT USE OR ACCESS OUR SERVICES AT ANY TIME OR IN ANY MANNER.

2.1. Our services are designed exclusively for adults. You must be at least 18 years old or of legal age of majority in your jurisdiction to use our services. By using our services, you confirm that you meet these eligibility requirements and have the legal capacity to form a binding agreement with us.

2.2. We do not target our Services toward people under 18, nor do we knowingly collect personal information from them. By using our Services, you represent and warrant the following:

  • you have read, understood and agree to the Agreement, and hereby agree to be legally bound by and to comply with the Agreement in full;
  • you have full legal capacity, which means you have reached the legal age of majority and are not restricted otherwise;
  • in case if the party to this Agreement is a  legal entity, you are duly authorized to act on behalf of that legal entity you represent (if applicable);
  • according to your local jurisdiction, you are eligible to enter into the Agreement with us and you have no restriction to access or use our Services;
  • at all times will you comply with these Terms and all applicable laws and regulations.

3. MODIFICATIONS

PLEASE NOTE THAT THESE TERMS ARE SUBJECT TO CHANGE BY US AT OUR SOLE DISCRETION AT ANY TIME. 

We reserve the right to change or update these Terms from time to time at our sole discretion. Except for changes to Arbitration agreement (incorporated herein by reference) which provides for binding arbitration, we reserve the right, at our sole discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms with an updated “Last Updated” date above. Please review the Terms frequently for any changes. If the changes include material changes that affect your rights or obligations, we will notify you of these changes by reasonable means, which could include notification through the Services, App, Website or via email. Your continued use of the Services following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Services.

4. SERVICES

4.1. We offer access to the software and tools that enable you to create and edit videos, audio, and other forms of digital content, as well as launch your advertising campaigns using our infrastructure. 

4.2. To access our Services, you must create an account. You are solely responsible for safeguarding your login credentials and maintaining their confidentiality. If you become aware of any unauthorized access to your account or a security breach, notify us immediately at support@zeely.app. You are responsible for all activities carried out under your account and any content shared through it. Keep your login credentials secure, and report any compromise or theft immediately. We are not liable for any losses resulting from unauthorized account use, whether or not you are aware of it. You also agree to maintain accurate, truthful, and up-to-date information at all times. Failure to do so may impact the accuracy and effectiveness of our Services.

4.3. Your account on the App cannot be transferred or assigned. We reserve the right to accept, refuse, or cancel your account or subscription at any time in our sole discretion. We also reserve the right to terminate or suspend your account or access to the Services at our discretion, including in cases where you breach these Terms. We retain the exclusive authority to determine whether your actions violate any of the restrictions outlined in these Terms.

4.4. You are permitted to use the Service only for lawful purposes and in accordance with limitations set in these Terms. You must not use the Service in any way that could harm, disable, overload, or disrupt our servers or networks, or interfere with another user’s ability to access and enjoy the Service. Attempts to gain unauthorized access to the Service, user accounts, computer systems, or networks—whether through hacking, password mining, or other methods—are strictly prohibited.

4.5. The App may contain, or may depend on, hyperlinks to other third-party websites, content and/or resources (“Resources“) including, but not limited to AI-content generation, payment processing, etc. You acknowledge and agree that we have no control over and are not responsible for the availability of any such Resources. Because we cannot control the activities of such Resources, we cannot accept responsibility for any use of your personal information by such third parties, and we cannot guarantee that they will adhere to the same privacy and security practices as us. If you visit or link to a Resource, you should consult that Resource’s privacy policy before providing any personal information. You agree that we shall have no liability for any losses, damages, liabilities or expenses you may incur due to your use of such Resources, and you agree to indemnify us and hold us harmless for any such use. You acknowledge and agree that your access and use of any other websites and /or services owned or managed by us shall be governed by the corresponding terms of service (or equivalents) published on such websites and /or services and are not governed by these Terms.

GENERATING CREATIVE MATERIALS WITH ZEELY

4.6. User content: You may submit audio recordings, videos, images, and text prompts to the Services (collectively, “User content”) which would automatically transcribe, caption, clip, or otherwise transform your submission. Any content generated resulting from your use of the Services is referred to as “Resulting materials”. Additionally, the Services may include tools and pre-provided content that allow you to generate new content independently of any submission. You must use the Resulting materials only in compliance with limitations set in this Terms of Service and by the applicable laws.

4.7. Credits: Some paid features of our Services have usage limitations to prevent errors and overload to our systems and are activated by spending our virtual tokens – (“Credits”) to use them. A certain number of Credits are included with your subscription (depending on the subscription plan chosen). In addition, we may, at our discretion, award bonus Credits free of charge under specific circumstances (for example, as compensation if a paid feature is unavailable or experiences technical issues). Additional Credits may also be purchased independently of any subscription plan, if you already purchased a subscription. Please note that Credits:

  • Have no monetary or cash value.
  • May only be used within our Services.
  • Do not constitute legal tender or real currency.
  • Cannot be sold, transferred, assigned, or otherwise disposed of to the third party.
  • Are issued, managed, and controlled solely by us. We reserve the unrestricted right to regulate, modify, cancel, restrict, terminate, or eliminate Credits at any time, in our sole discretion, without liability. 

Credits provided through the Services are licensed to you on a limited, personal, revocable, non-transferable, non-exclusive, and non-sublicensable basis, solely for use within the Services. This license remains in effect only for the duration of your use of the Services. Any unused Credits may expire or be removed upon termination or expiration of your subscription or use of the Services. You acknowledge and agree that you have no ownership rights, property interest, or title in or to any Credits, regardless of how they are acquired. Credits are a digital feature of the Services only and cannot be exchanged for money or goods outside of our Services.

4.8. Booster: In addition to subscription plans, we may offer an optional enhancement feature called “Booster.” Booster provides access to certain premium functionalities that are not included in standard subscription plans (for example: accelerated ad moderation, priority 24/7 customer support, increased AI video generation, and similar features). Booster is supplied independently from your subscription plan. Payment for Booster is separate and in addition to the fees for your subscription. While the Services can be fully accessed with a subscription alone, activating Booster allows you to upgrade and enhance your overall experience by unlocking additional features. Unless otherwise stated, Booster is subject to the same terms and conditions as your subscription, including payment and refund provisions.

RUNNING ADVERTISING CAMPAIGNS WITH ZEELY

4.9. Content compliance: All advertising content submitted by You through the App to launch and run the advertising campaigns with Zeely is subject to our review. We reserve the right, at our sole discretion, to reject, remove, or request modification of any content that we determine may not comply with applicable laws, this Terms, or the advertising policies of third-party platforms where the advertisements will run (for e.g. Facebook and Instagram). However, despite our moderation efforts You shall remain solely responsible for ensuring that all creative materials submitted comply with applicable law and the policies of the relevant advertising platforms.

4.10. Advertising fees: Launching advertising campaigns through the App requires advertising budget, separate and apart from any subscription fees for use of the App. Advertising budgets are not included in subscription payments. Zeely also may charge a commission fee from the users’ advertising budget in free and paid versions, based on the advertising campaign budget. In general payments made in connection with advertising campaigns are non-refundable, to the extent permitted by the applicable laws, or in certain limited circumstances. For more details, please check our Subscription & Refund Policy.

4.11. Campaign statistics: Upon launch of an advertising campaign, You may access campaign performance statistics through the App. These statistics are provided to us directly by the relevant third-party platforms where the ads run (for e.g. as Facebook and Instagram). We do not independently generate, verify, or guarantee the accuracy of such data and merely display the information provided by those platforms.

4.12. No payment processing services: We do not provide payment processing, merchant services, or payment facilitation services of any kind. Users remain solely responsible for collecting, processing, and managing all payments from their customers, including compliance with any applicable payment processing, tax, or financial regulations.

4.13. Pre-landing pages: When You launch your advertising campaign we generate a pre-landing page based on Your submitted creative materials and product information. This page is intended for measuring audience traction. You accept and agree that when Your advertisement is clicked, the audience will be directed to this pre-landing page and acknowledge that due to technical limitation the campaign measurement data will only show visits to this page only and not the store page of Your advertised product. IT IS COMMON THAT NOT ALL VISITORS TO THE PRE-LANDING PAGE WILL CONTINUE YOUR STORE OR COMPLETE TRANSACTIONS.

4.12. NO GUARANTEE FOR RESULTS: IT IS COMMON THAT NOT ALL VISITORS TO THE PRE-LANDING PAGE WILL CONTINUE TO YOUR STORE OR COMPLETE TRANSACTIONS THEREFORE WE DO NOT GUARANTEE THAT ANY ADVERTISING CAMPAIGN LAUNCHED THROUGH THE APP WILL ACHIEVE SPECIFIC RESULTS, GENERATE SALES, OR PRODUCE REVENUE. ADVERTISING OUTCOMES ARE INFLUENCED BY NUMEROUS FACTORS, INCLUDING BUT NOT LIMITED TO AUDIENCE TARGETING, CONSUMER INTEREST, AND MARKET CONDITIONS.

5. SUBSCRIPTIONS AND REFUNDS

Your use of the App and its Services is subject to our Subscription & Refund Policy, which is incorporated into these Terms by reference and available here: Subscription & Refund Policy. 

You can cancel your subscription at any time. Your subscription will be canceled automatically after completing the cancellation process. If you cancel your subscription, the paid subscription plan’s functionality will no longer be available. Note that uninstalling Zeely does not result in the cancellation of your subscription.

Please note that  refunds are provided only in accordance with the terms of our  Subscription & Refund Policy.

6. Limitations of use

6.1. Permitted Use Policy: At all times, you shall only use the Resulting Materials in strict compliance with the Permitted Use Policy (“PUP”), which is incorporated herein by reference. Any use of the Resulting Materials outside the scope of the PUP shall constitute a material breach of this Agreement. You can download the Resulting materials to your device, however any further use of the Resulting materials shall be in the strict compliance with the PUP.

6.2. Prohibited Conduct: Your access to and use of the Services is governed by these Terms, as well as all applicable laws and regulations. You agree to use the Services solely for lawful purposes and in a manner that complies with these Terms. Any use that violates applicable laws, regulations, or policies is strictly prohibited. Without limitation, you agree not to engage in, directly or indirectly, any of the following activities:

  • Engaging in high-frequency automated activities or launching denial-of-service (DoS) attacks that unreasonably burden or disrupt the App’s infrastructure.
  • Deploying bots, crawlers, scrapers, or similar automated tools to collect content, extract data, or harvest personal information without our explicit authorization.
  • Bypassing, disabling, tampering with, or attempting to circumvent security mechanisms, including authentication protocols, encryption, or other protective measures.
  • Reverse engineering, disassembling, decompiling, or attempting to access the App’s source code or system architecture in any manner.
  • Creating multiple user accounts, impersonating individuals or entities, or manipulating digital identifiers such as headers to conceal the true origin of transmissions.
  • Modifying, injecting, or tampering with data, scripts, or content within the App, including the use of malicious or unauthorized code.
  • Uploading or transmitting viruses, worms, malware, or any other software designed to disrupt or compromise the functionality of the App or user devices.
  • Exploiting or redistributing the Services or any component thereof for commercial gain, including through resale, sublicensing, or derivative use without our written consent.
  • Removing, obscuring, or altering any proprietary marks or notices, such as logos, slogans, trademarks, trade names, or copyright designations embedded in the Services.
  • Accessing or interacting with the Services through unauthorized methods or technologies, including any interface not expressly approved by us.
  • Harvesting or collecting personally identifiable information through the Services, including through automated means or software agents.
  • Utilizing the Services to support or develop competing platforms, products, or services, whether directly or indirectly.
  • Attempting to gain unauthorized access to the App’s systems, including servers, user accounts, or networks, through hacking, credential mining, or similar techniques.
  • Circumventing any technical or administrative access controls, including those limiting copying, usage, or reach of content within the Services.
  • Accessing or using the Services without the legal capacity or proper authority, including when acting on behalf of an organization without formal representation rights.
  • Using the Services for illegal or prohibited purposes, such as harassment, fraud, or violations of applicable laws or regulations.
  • Copying, publicly displaying, reproducing, or otherwise exploiting content or features of the App without prior written authorization.
  • Attempting to perform prohibited activities indirectly, whether through third parties, automation tools, or other means intended to evade compliance.

6.3. Warranties concerning User content and Resulting materials: You represent and warrant that all User content you upload, create, or share using the Services comply with this Agreement, applicable law and policies including the PUP. Specifically, you agree and represent that:

  • Your User content does not and will not infringe or violate any third party’s rights, including rights of publicity, privacy, copyright, trademark, or other intellectual property or proprietary rights.
  • You have all necessary rights and permissions to submit your content and to grant Zeely the rights set forth in these Terms and our Privacy Policy.
  • If your User content  includes identifiable individuals, you have obtained their written consent to use their names, likenesses, and/or voices as contemplated under this Agreement and our Privacy Policy.
  • You are solely responsible for obtaining any legally required consents to use any third-party content in connection with your use of the Services.
  • Your User contents do not contain any malware, malicious code, or otherwise violate the PUP.
  • All information and content you submit is, to the best of your knowledge, accurate and truthful.
  • Zeely may exercise its rights to your User content without obligation to pay any royalties, residuals, guild fees, or other payments under collective bargaining agreements or otherwise.

6.4. Content Moderation Rights: Zeely may, but is not obligated to, monitor, review, or pre-screen User contents or Resulting Materials, either before or after such content is uploaded or generated through the Services. This right to moderate does not create an obligation or guarantee that all objectionable or unlawful content will be removed or addressed. In our sole discretion, and without assuming any obligation to do so, we reserve the right to:

  • Reject, edit, move, or remove any User content or Resulting Materials;
  • Take action against content that violates these Terms, the Permitted Use Policy (PUP), or is otherwise objectionable or harmful.

7. PRIVACY AND MAILING

7.1. Please refer to our Privacy Policy for information about how Zeely collects, uses, stores and discloses personally identifiable information from its users. We may send you emails about your subscription activation, upcoming subscription renewal, successful charging or declined payments, subscription cancelation or reactivation. Please check the spam folder of your mailbox if you cannot find such emails.

7.2. You hereby acknowledge and agree that Zeely and the Website are entitled to communicate with you via electronic means, including but not limited to email, regarding any matter related to these Terms or the Services.

7.3. All communications between you and Zeely shall be deemed “electronic communications” for the purposes of this Agreement, and such communications shall include, without limitation, emails, messages transmitted through the Website, or any other form of electronic messaging.

7.4. You further agree that all electronic communications from or to Zeely shall have the same legal effect as written and signed documents. This includes, without limitation, compliance with any formal requirements under applicable law, such as signatures, delivery, or retention of records. For the avoidance of doubt, any notice or communication delivered electronically shall be deemed to have been duly given, executed, and received.

8. CONTENT AND INTELLECTUAL PROPERTY

8.1. We (and our licensors, as applicable) remain the sole owner of all right, title, and interest in the Services and the App. The App, along with all materials contained in or transmitted through it — including, but not limited to, software, images, text, graphics, videos, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, video, and music (collectively, the “Content”) — is the exclusive property of us, our licensors and is protected by applicable intellectual property laws.

8.2. Subject to your compliance with this Agreement, we grant you a limited, non-exclusive, non-transferable, revocable worldwide license to access and use the Services and the Content in the manner provided for in these Terms, including for commercial purposes. We retain all rights in the Services and the Content that are not explicitly granted in this agreement. You shall use the Services and any Resulting materials at your own risk.

8.3. We may reference Your name, logo, and trademarks solely for the purpose of identifying you as our client on our website, in marketing materials, and sales presentations, and shall do so in compliance with any trademark usage guidelines provided by you. If you would like us not to reference you as a client – please send us a corresponding request to the email address: support@zeely.app

8.4. In case you provide any feedback, or information on any potential enhancements, comments, suggestions, improvements, changes, or additions to the Services or our business in general, including ideas for new features, materials, and other content (“Feedback”) you grant to us exclusive ownership of the Feedback and of all intellectual property rights and other rights in it and agree to conduct any reasonable actions deemed necessary to effectuate our title hereunder. We shall have no obligation to do anything with Feedback, but we will have the full, worldwide, unencumbered right to use, incorporate, and otherwise fully exercise and use any such Feedback via all forms of media, distribution methods, and technology now known or later developed, for any purposes, commercial or otherwise, and to transfer or license our rights in the Feedback, without notice, acknowledgement or compensation to you.

8.5. You can upload materials, including images, videos, texts, designs, graphics, icons, or other materials and information (“User content”) to the App. If you contribute User content to the App Zeely, such User content may be accessible to other users and available for copying, sharing, distributing, and publishing outside the App by others.

8.6. You are solely responsible for any User Content you upload to Zeely, we do not give any promises or guarantees about the User content. In respect of your use of the Services, you shall retain all right, title, and interest in and to your User contents and Resulting materials, subject to our and our`s licensors’ rights in any Content that may be incorporated into the Resulting materials. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with applicable laws. We shall not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with the User content.

8.7. By submitting the User content to the App, you hereby grant us and our licensors a perpetual, worldwide, non-exclusive, royalty-free, fully paid-up, transferable, sublicensable license to host, cache, store, reproduce, transmit, modify, adapt, publish, translate, prepare derivative works of, distribute, perform, display, and otherwise use your User content and Resulting materials for the purposes of (a) providing the Services, (b) maintaining, improving, and enhancing the Services, and (c) developing new products and services.

8.8. You can end this license anytime by deleting your User Content or Account. However, the license and permissions regarding your User Content will continue to be in force for the users who have previously shared/reposted or downloaded your User Content. You must contact them directly in order to end their license.

8.9. When you upload or make available any User Content, you thereby represent and warrant that:

  • creation, distribution, public display, and accessing, downloading, or copying of such User Content do not and will not infringe the intellectual property rights of any third party;
  • you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us other users of Zeely to use your User content in any manner contemplated by us in these Terms;
  • you are solely responsible for all the confidential information and personal data that may appear in your User content (such as a company name, address, pictures of any people, their contacts, etc.);
  • your User content is not false, inaccurate, or misleading, does not harm minors;
  • your User content does not impersonate any person or entity, including, without limitation, any company’s representative, or falsely states or otherwise misrepresents your affiliation with a person or entity;
  • no payments of any kind shall be due by us to any person (entity) for the use of the User content.

8.10. Notwithstanding the foregoing, to the extent your User content includes your voice, likeness, or other biometric identifiers, we shall not use such elements for commercial purposes on a standalone basis without obtaining your prior written consent.

9. DMCA AND COPYRIGHT POLICY

If you are a copyright owner or an agent thereof and believe that anything on the App or the Website infringes upon your copyrights, you may submit a notification of infringement pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on our website (please include URLs to help us identify the material); (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Zeely’s designated Copyright Agent to receive notifications of claimed infringement is:

Zeely, Inc.
Attn: Copyright Compliance Department
2810 N Church St, Ste 27833, Wilmington, DE 19802-4447
Email: legal@zeely.ai

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS’ FEES.

In accordance with the DMCA and other relevant legal requirements, Zeely has adopted a policy to terminate, in appropriate circumstances, the accounts of users who are determined to be repeat infringers. Zeely also reserves the right, at its sole discretion, to restrict access to its services and/or terminate the accounts of users who infringe upon the intellectual property rights of others—regardless of whether such infringement is repeated.

Please note that this process is intended exclusively for notifying Zeely and its affiliates of suspected copyright infringement involving your protected content. The guidelines provided are designed to help ensure Zeely’s compliance with its obligations under the Digital Millennium Copyright Act (DMCA), including 17 U.S.C. §512(i), and are not intended as legal advice. You are encouraged to consult a qualified attorney to fully understand your rights and obligations under the DMCA and other applicable laws.

10. DISCLAIMER

10.1. THE APP, WEBSITE, SERVICES, AND ALL PROPRIETARY MATERIALS AND CONTENT MADE AVAILABLE THROUGH THEM ARE PROVIDED STRICTLY ON THE “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

10.2. ZEELY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, GUARANTEES, AND WARRANTIES—WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE—INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT.

10.3. WE MAKE NO REPRESENTATIONS OR WARRANTIES THAT: 1) THE SERVICES WILL MEET YOUR EXPECTATIONS OR ACHIEVE ANY INTENDED RESULTS; 2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; 3) ANY INFORMATION OBTAINED FROM THE SERVICES WILL BE COMPLETE, ACCURATE, CURRENT, OR RELIABLE; 4) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED. NOTHING IN THESE TERMS SHALL LIMIT OR AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS TO WHICH YOU ARE LEGALLY ENTITLED AS A CONSUMER. ANY SUCH RIGHTS REMAIN UNAFFECTED BY THIS DISCLAIMER.

10.4. ADDITIONALLY: NO CONDITIONS, REPRESENTATIONS, WARRANTIES, OR OTHER TERMS—INCLUDING ANY IMPLIED WARRANTIES REGARDING SATISFACTORY QUALITY, FITNESS FOR PURPOSE, CONFORMANCE WITH DESCRIPTION, OR NON-INFRINGEMENT—SHALL APPLY TO THE SERVICES OR ANY ZEELY CONTENT, EXCEPT TO THE EXTENT EXPRESSLY STATED IN THESE TERMS. ZEELY MAY MODIFY, SUSPEND, WITHDRAW, OR RESTRICT ACCESS TO ANY PART OF THE SERVICES AT ANY TIME, WITHOUT PRIOR NOTICE, FOR OPERATIONAL, BUSINESS, LEGAL, OR TECHNICAL REASONS.

10.5. ZEELY ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ANY CONTENT, DATA, OR RESULTING MATERIALS THAT YOU OR ANY THIRD PARTY POSTS, TRANSMITS, OR OTHERWISE MAKES AVAILABLE VIA THE SERVICES OR ON EXTERNAL PLATFORMS. YOU ACKNOWLEDGE AND AGREE THAT: 1) YOU ARE SOLELY RESPONSIBLE FOR ALL USER CONTENT SUBMITTED AND ANY RESULTING MATERIALS CREATED AS THE RESULT OF USING THE SERVICES; 2) YOU ASSUME ALL CONSEQUENCES OF UPLOADING, PUBLISHING, SHARING, OR DISTRIBUTING SUCH CONTENT, BOTH ON AND OFF THE APP; 3) ZEELY MERELY PROVIDES THE TECHNOLOGICAL MEANS FOR SUCH DISTRIBUTION AND ACTS SOLELY AS A PASSIVE CONDUIT.

10.6. YOU UNDERSTAND AND ACCEPT THE RISK THAT YOU MAY BE EXPOSED TO CONTENT OR MATERIALS THAT ARE INACCURATE, OFFENSIVE, OBJECTIONABLE, INAPPROPRIATE FOR MINORS, OR OTHERWISE UNSUITABLE FOR YOUR PURPOSES. ZEELY DISCLAIMS ALL LIABILITY FOR ANY DAMAGES, LOSSES, OR CLAIMS RESULTING FROM OR RELATED TO SUCH CONTENT.

10.7. YOU SHOULD NOT PERCEIVE AI-GENERATED RESULTING MATERIALS AS ALWAYS APPLICABLE AND PROFITABLE. WE DO NOT GUARANTEE THAT YOUR BUSINESS WILL ATTRACT CUSTOMERS AND INCREASE SALES OF YOUR GOODS OR SERVICES, USING ONLY FUNCTIONALITY OF OUR APP, REGARDLESS OF ANY CONDITIONS.

10.8. WE DO NOT RESOLVE DISPUTES BETWEEN MERCHANTS AND CUSTOMERS OR CONSIDER CUSTOMERS’ COMPLAINTS ABOUT THE ACTIONS OF ZEELY USERS.

10.9. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

11. DISPUTE RESOLUTION

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 Arbitration agreement. 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. MISCELLANEOUS

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 Arbitration agreement, 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