Zego Terms of Use

A Summary of Changes of the changes to these Terms of Use from the prior version can be found here: www.gozego.com/terms-of-use-summary-of-changes

Last updated: January 7, 2022

If you are or are a representative of a property manager, property, property owner, or homeowner’s association (“HOA”) and your company has executed an agreement with Company where by Company provides services to your company, your company’s use of the Site and/or the Services is governed by the Company Services Agreement and the related Terms and Conditions Terms and Conditions.

These Terms of Use (these “Terms” or the “Agreement”) apply to persons or entities (collectively, with all persons or entities who access the Site, “Users”, “you”, or “your”) who access the Company websites and/or mobile applications (collectively, the “Site”). The Site is owned by PayLease, LLC (DBA Zego) and/or its parent, subsidiaries, or affiliates (collectively, “Company”, “we”, “our”, “us”). For the avoidance of doubt, all references to the Site shall include all information, data, text, software, photographs, images, graphics, organization, layout, design, and other content contained on the Site and any websites or mobile applications of Company subsidiaries and/or affiliates that are involved in the Site or provision of the Services (as defined below).

PLEASE READ – IMPORTANT. THESE TERMS OF USE CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND COMPANY. THIS AGREEMENT ALONG WITH ANY OTHER TERMS AND CONDITIONS THAT MAY BE POSTED ON THE SITE, AND ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND COMPANY THAT INCORPORATE THESE TERMS BY REFERENCE, SET FORTH THE COMPLETE TERMS AND CONDITIONS UNDER WHICH YOU MAY ACCESS AND USE THE SITE AND THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THE SITE OR THE SERVICES.

1. ACCEPTANCE. Your access to the Site and the Services is conditioned on your acceptance of these Terms. BY CLICKING ON THE “I AGREE” OR SIMILAR BUTTON OR BY USING THE SITE IN ANY WAY, INCLUDING USING OR ACCESSING THE SITE AND/OR THE SERVICES, YOU ACCEPT AND AGREE TO BE BOUND BY, AND TO COMPLY WITH, THIS AGREEMENT WITHOUT QUALIFICATION. You may not use the Services or accept this Agreement if (a) you are not of legal age to form a binding contract with Company; or (b) you are prohibited by law from receiving or using the Services. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement, in which case “you” or “your” or “User” shall refer to such entity. COMPANY MAY AMEND THESE TERMS FROM TIME TO TIME IN ITS SOLE DISCRETION. SHOULD COMPANY MATERIALLY MODIFY THESE TERMS, THE NEW TERMS WILL BE POSTED TO THE SITE, AS EVIDENCED BY A NEW VERSION DATE SHOWN ABOVE. COMPANY MAY REQUIRE YOU TO PROVIDE CONSENT TO THE UPDATED TERMS BEFORE FURTHER USE OF THE SITE AND/OR SERVICES IS PERMITTED. BY USING THE SITE AFTER THE EFFECTIVE DATE OF THE MODIFIED TERMS AND/OR YOUR CONSENT (AS APPLICABLE), YOU EXPRESSLY CONSENT TO THE MODIFIED TERMS, WITHOUT QUALIFICATION. The Site and/or Services may be subject to supplemental terms, posted guidelines, or rules made available by Company from time to time (collectively, the “Additional Terms”), which are incorporated herein by reference. If there is any conflict between any provision in this Agreement and the Additional Terms, this Agreement shall take precedence unless the Additional Terms identify and expressly supersede the provision in this Agreement. Additionally, the Company Privacy Policy located at https://www.gozego.com/privacy-policy/ is fully incorporated herein by reference. In the event of a conflict between the applicable Privacy Policy and these Terms, the Terms shall take precedence. Please review the Privacy Policy to understand the personal information collected and Company’s use of such personal information. By accepting these Terms You acknowledge you have reviewed and accept to be bound by the Additional Terms and Privacy Policy.
   THIS AGREEMENT LIMITS CERTAIN RIGHTS, INCLUDING THE RIGHT TO MAINTAIN A COURT ACTION OR TO HAVE A TRIAL BY JURY, THE RIGHT TO PARTICIPATE IN ANY FORM OF CLASS OR REPRESENTATIVE CLAIM AND THE RIGHT TO ENGAGE IN DISCOVERY EXCEPT AS PROVIDED IN AAA RULES OR THE RULES OF AN ADR PROVIDER. PLEASE SEE SECTION 15.2 FOR MORE DETAILS.

   You understand that Company does not own, manage, or enter into rental or lease contracts with properties. Although the Site and the Services may effect certain transactions agreed to between Users and Company, Company is not a party to any transactions between Users and property managers, HOAs, or owners, other than providing the Site. THUS, COMPANY SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR INFORMATION OR INTERACTIONS, BETWEEN, OR AMONG USERS, PROPERTY MANAGERS, PROPERTIES, OWNERS, OR HOAs VIA THE SITE OR SERVICES.

   In some cases, property managers, properties, HOAs, and/or owners may require or implement their own additional requirements on Users in connection with landlord tenant or other real estate related transactions and activities facilitated through the Site. Such requirements are imposed solely by the property managers, HOAs, properties, and/or owners and are the exclusive and sole responsibility of the property managers, properties, HOAs, and/or owners imposing them, these requirements are wholly unrelated to any Company Additional Terms requirements. Company shall have no responsibility for such requirements imposed by property managers, HOAs, properties, and/or owners.

   IN THE EVENT THAT YOU HAVE A DISPUTE WITH A PROPERTY MANAGER, PROPERTIES, OWNER, OR HOA, YOU RELEASE COMPANY FROM ANY CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

2. DEFINITIONS. As used in this Agreement, the capitalized terms listed below shall have the following meanings. In addition to those below, definitions for other terms may be set forth throughout the Agreement.

   2.1 “Authorized User” shall mean any individual who is authorized by virtue of such individual’s relationship to, or permissions from, User, to access the Site and/or the Services pursuant to User’s rights under this Agreement.

   2.2 “Documentation” means the documentation in electronic form provided to User by Company that describes the Site and/or the Service.

   2.3 “Enhancements” shall mean the following: any modifications, revisions and corresponding Documentation (if any) with respect to the Site and/or the Service, including the addition of improved performance made available by Company to the Site and/or the Service.

   2.4 “Maintenance Modifications” means bug fixes, patches, modifications or revisions to the Site and/or the Service that correct errors therein.

   2.5 “Merchant” means the owner, property, property management company, homeowners association, and/or other business to which you owe a payment, and on behalf of which Company is accepting your payment.

   2.6 “Personal Information” means information that directly or indirectly relates to an identifiable or identified individual or could reasonably be linked to a particular individual or household. Personal Information does not include anonymous or de-identified information which is information that cannot reasonably identify, relate to, describe, or be capable of being associated with, or be linked to, directly or indirectly, to a particular individual.

   2.7 “Principal Payment” means the payment you are making to the Merchant for an obligation you owe to the Merchant (for example, rent, lease charges, homeowner association dues, a security deposit, an application fee, or other payment obligation). The Principal Payment is an amount you are paying the Merchant and is separate from any Fees paid to Company.

   2.8 “Service(s)” means Company’s facilitation and performance of various payment, property-management/resident (and/or tenant) communications and other resident (and/or tenant) engagement facilitation, smart home functionality, resident (and/or tenant) billing, and utility expense management tools for residents, tenants, payers, Users, properties, property owners, homeowners’ associations, and property management companies, including any Enhancements, Maintenance Modifications, and corresponding Documentation.

   2.9 “Fees” mean any convenience or other fees charged by Company to you for providing the value added Service(s) as described herein. As it relates to any payment processing Service(s), the Fees are separate from the amount of any Principal Payment and are for Services provided by Company on behalf of Merchant which are separate from the services provided to you by the Merchant directly. Fees are not surcharges.

3. ACCESS TO AND USE OF THE SITE AND THE SERVICES.

   3.1 Subject to your compliance with these Terms and the specifications set forth in any Documentation, Company hereby grants you permission to access and use (and to permit each Authorized User to access and use) the Site and/or the Services, solely for their intended purpose. Company may, but is not obligated to, take any of the following actions without providing any prior notice to you: (a) change or terminate all or any part of the Site or the Services; (b) restrict or terminate your access to all or any part of the Site or the Services; or (c) refuse, move, or remove any content that is available on the Site and any material that you submit to the Site. You are solely responsible for providing all equipment necessary to establish a connection to the Internet, access to the Internet, and any telephone, wireless, or other connection and service fees associated with such access.

   You will be prompted to sign up and create an account with a log-in ID and password (“Credentials”) in order to access the Services. You may be required to provide additional information, including Personal Information, as necessary for reasons including but not limited to, to allow you access to the Site, to confirm your identity, and to allow Company to provide the Services. You agree to: (a) provide true, accurate, current, and complete information, and (b) maintain and update such information to keep it true, accurate, current, and complete at all times. In addition to the rights granted in Section 3.2 below, Company will use the information you provide in accordance with this Agreement and the Privacy Policy, https://www.gozego.com/privacy-policy.

   You acknowledge and agree that you will not directly or indirectly permit others to use your Credentials and that you will not disclose your Site password to anyone. You are responsible for maintaining and safeguarding the confidentiality of your password, your email address and your account, and are fully responsible for all activities that occur under your password and your Credentials. Furthermore, you agree not to gain access to the Site account or Credentials of any other User or attempt to use anyone else’s password on the Site.

   You agree to: (i) ensure that you fully exit or log out from the Site and your account at the end of each session, (ii) be certain not to leave your account logged in and unattended, and/or on a public computer, and (iii) change your password immediately if you become aware that your Credentials have been compromised or your password is no longer secret. You will be solely responsible for safeguarding your password and also for any actions under your password and account, directly or indirectly, whether authorized by you or not. Failure to safeguard your password or the loss of substantial control of your password may subject you to legally binding actions taken on your behalf. COMPANY CANNOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE ARISING FROM YOUR FAILURE TO COMPLY WITH THIS SECTION.

   3.2 User grants to Company a royalty-free, worldwide, nonexclusive, sublicensable, irrevocable (where permitted by applicable law), transferable (where permitted by applicable law), license to host, collect, use, copy, transmit, store, process, monitor, disclose, and display Personal Information received by Zego from you pursuant to your use of the Site and/or the Services and User-specific data generated or created in connection with your use of the Service (“User Data”) to (a) provide the Site and/or the Services to you and our Clients, including but not limited to providing information to your property manager related to your use of the Service and/or the Site and communicating with you (including via the Site, email, telephone, and/or SMS) for the purposes of facilitating and/or performing the Services, providing notifications from your property manager, and marketing, encouraging, and/or promoting your use of the Site, the Services and/or third party services; (b) prevent, address, and/or remediate Site and/or Service technical problems; (c) comply with Law; (d) comply with your instructions or approved uses; and/or (e) otherwise exercise and perform Company‘s rights and obligations hereunder. Please refer the Company SMS Policy, https://www.gozego.com/sms-policy/ for more detail regarding SMS messaging. Additionally, User hereby grants to Company a royalty-free, perpetual, irrevocable (where permitted by applicable law), worldwide, nonexclusive, sublicensable, and transferable (where permitted by applicable law) license to host, collect, use, copy, transmit, store, process, monitor, disclose, and display the Personal Information and User Data on an anonymized and aggregated basis for Company’s internal business purposes, including but not limited to developing, creating, modifying and/or improving the Site and/or the Services and its other service offerings (including user data analytics). Where permitted by applicable law, Company reserves the right to access, use, copy, transmit, store, process, preserve, and disclose any Personal Information Company reasonably believes is necessary to, (a) comply with Law and/or any governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address security or technical issues, (d) respond to User support requests, or (e) protect Company’s rights or safety and that of our Users. Company will maintain administrative, physical, and technical safeguards for protection of the security and integrity of Personal Information and User Data.

   3.3 User is responsible for all activities that occur under User’s account, including any acts or omissions of Authorized Users. User shall notify Company of any unauthorized use of User’s Credentials or account or any other breach of security that is known or suspected by User. User shall abide by all applicable local, state, national, and foreign laws and regulations in connection with its use of the Site and the Services.

   3.4 In connection with the use of the Site or the Services, User may not (and may not allow a third party to): (a) engage in commercial use of the Site or any content on the Site; (b) reproduce, copy, display, export, store, perform, re-post, publish, transmit, distribute, sell, offer for sale, license, modify, create derivative works, or otherwise use any portion of the content offered on the Site for other than your own personal, non-commercial use; (c) rent, loan, or re-license rights to access and/or use the Site and/or the Services (except as specifically provided herein); (d) modify, disassemble, decompile, or reverse engineer software included as part of the Site and/or the Services; (e) share Credentials with persons other than Authorized Users or permit User’s account to be accessed by individuals who are not Authorized Users; (f) use the Site and/or the Services in any way not expressly provided for in this Agreement or otherwise breach these terms and conditions, the Company Privacy Policy https://www.gozego.com/privacy-policy/, or any other agreement or policy that you have agreed to with Company; (g) remove any copyright, trademark, or other proprietary rights notices contained in or on the Site or the Services or in or on any content or other material obtained via the Site or the Services; (h) infringe Company or any third party’s copyright, patent, trademark, trade secret, other intellectual property rights, or rights of publicity or privacy; (i) use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape or index any portion of the Site or the Services; (j) store, collect, or harvest any information about other Users (including personally identifiable information) for any purpose; (k) reformat or frame any portion of the web pages that are part of the Site or the Services; (l) create User accounts by automated means or under false, misleading, or fraudulent pretenses; (m) create or transmit unwanted electronic communications such as “spam” to other Users of the Site or the Services or otherwise interfere with other Users’ enjoyment of the Site or the Services; (n) transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature; (o) use the Site or the Services to store or transmit material that is infringing, libelous, unlawful, pornographic, racist, sexist, discriminatory, abusive, harmful, hateful, slanderous, violent, profane, offensive, defamatory, vulgar, obscene, tortuous, or invasive, or in violation of a third-party’s privacy or other rights; (p) use the Site or the Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material, including any material that may be deemed threatening or obscene; (q) copy or modify the HTML code used to generate web pages on the Site; (r) use any device, software, or procedure that interferes with the proper working of the Site or the Services, or otherwise attempt to interfere with the proper working of the Site or the Services; (s) provide false, inaccurate, or misleading information; (t) send fraudulent (or what Company reasonably believes to be potentially fraudulent) funds; (u) refuse to cooperate in an investigation or provide confirmation of your identity or any information you provided to Company; (v) control an account that is linked to another account that has engaged in any of these restricted activities; (w) impersonate any person or entity or misrepresent your connection or affiliation with a person or entity; (x) include commercial solicitations, advertisements, promotions, contests, or surveys (unless requested and approved by Company in writing); or (y) violate any applicable international, national, federal, state, provincial, or local law or regulation, including, but not limited to, Fair Housing laws and regulations. If Company in its sole discretion believes that you may have engaged in any restricted activities, it may take various actions against you, including but not limited to: (i) closing, suspending or limiting your access to your account or the Company Services; (ii) contacting your bank and/or payment card issuer; (iii) contacting your merchant; and/or (iv) taking legal action against you.

   In addition to the above, if you are a direct or indirect competitor of Company, including without limitation companies involved in data research, internet listing services, dissemination of information, or property management software, you are prohibited from directly or indirectly, accessing or using any portion of the Site. You are further prohibited from, (a) storing, exporting, or coping any portion of the Site into any database or other software; (b) disclosing, transmitting, or providing, any content from the Site to any direct or indirect competitor of Company; and/or (c) distributing or using or any information from the Site, including but not limited to, information that you or anyone else has verified, to indirectly or directly contribute to or create the development of any product or database.

   3.5 You acknowledge that Company has no obligation to monitor your access or use of the Site or the Services, but has the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

   3.6 On the Site and/or as part of the Services, Company may provide areas that allow for User interaction, including chat areas, bulletin boards, instant messaging, forums, blogs, frequently asked questions, or other message and communications features (the “User Interface Areas”) for posting user feedback, comments, messages, or other input (“Comments”). You acknowledge that all the User Interface Areas are public and not private and that any content, including your name, user name, your email address associated with the account, property listings, lease agreements, rental terms, postings, messages, text, voice commands, images, photos, files, video, and all other information, materials, or documents that you send or post or is sent or posted to a User Interface Area may be read by others and that Company has no responsibility or obligation to protect such information. Company recommends that any sensitive personally identifiable information should not be posted or otherwise disseminated in any of the User Interface Areas. Furthermore, you agree to post only Comments that are lawful, proper, and only related to the particular discussion(s) or the User Interface Area itself. Without limitation, you shall not post Comments or engage in any other activity on the Site that is in violation of Section 3.4 above. You acknowledge and understand that, Company may display your Comments on the Site and use them for other marketing and business activities, subject and pursuant to the licenses set forth hereunder. Additionally, Company reserves the right to terminate your access to the Site or to any User Interface Area at any time without notice for any reason. Company does not endorse or control the Comments or information found in any User Interface Area and, therefore, Company specifically disclaims any liability with regard to the User Interface Areas and any actions resulting from your participation in them. Furthermore, Company reserves the right in its sole discretion to reject use of Comments, delete Comments from the Site for any reason, and edit Comments for both content and format without notice or request.

4. MOBILE APPLICATION TERMS AND LICENSE TO USE.

   4.1 Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to download, install, and use a copy of the Company mobile application (the “App”) on a mobile device or computer that you own or control and to run such copy of the App solely for its intended purpose and subject to the terms and conditions set forth in this Agreement. The App is provided to you pursuant to this license and your use of the App and any information or data downloaded by you or provided or in connection with your use of the App (the “Data”) is subject to and limited by the license terms set forth below. This license will also govern any software upgrades provided by us that replace and or supplement the original App unless such upgrades are accompanied by a separate license in which case the terms of that license will govern. We have no obligation to provide you with any updates, Maintenance Modifications, or support services for the App.

   4.2 Use of any software and associated documentation, other than the App, that is made available via the Site or the Services (“Software”) is governed by the terms of this Agreement or the license agreement that accompanies or is included with the Software. You shall not use, download or install any Software that is accompanied by or includes a license agreement unless you agree to the terms of such license agreement. At no time will Company provide you with any tangible copy of any Company Software. Subject to your compliance with the Agreement, Company grants you a non-assignable, non-transferable, non-sublicensable, revocable, non-exclusive license to use any Company Software for the sole purpose of enabling you to use the Services in the manner permitted by this Agreement. The App contains certain third-party software under license to us, including open source software (collectively, the “Third-Party Software”). The Third-Party Software is licensed to you under and subject to the terms of the applicable Third-Party Software licenses.

   4.3 The App may be available via one or more mobile app stores or marketplaces (an “App Store”) for use on mobile devices, including App Stores provided by Apple, Inc., Google, Inc., Amazon.com, Inc. and Microsoft, Inc. Each Apple, Inc., Google, Inc., Amazon.com, Inc., and Microsoft, Inc. are a “Provider” for the purposes of these Terms with respect to any App downloaded from one of their respective App Stores. Your use of our App must comply with the then-current Terms of Service applicable to the App Store(s) from which you downloaded our App as well as any applicable Company terms of service related to the App. With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced App”), you will only use the App Store Sourced App (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. To use the App you must first download it from an App Store and then register with us.

   You acknowledge that this Agreement is between you and Company only, and not with any Provider. Company, and not Provider, is solely responsible for our App and the services and content available thereon. You acknowledge that Provider has no obligation to provide maintenance and support services with respect to our App. To the maximum extent permitted by applicable law, Provider will have no warranty obligation whatsoever with respect to our App. We, and not Provider, are responsible for addressing any questions, comments, or claims relating to the App and or your use of the App including but not limited to any product liability claims, claim that the App fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim related to our App, or your possession and use of our App. You agree to comply with all applicable third-party terms of agreement when using our App (e.g., you must not be in violation of your wireless data service terms of agreement when using the App). Provider is a third-party beneficiary to this Agreement and, upon your acceptance of this Agreement, Provider will have the right (and will be deemed to have accepted the right) to enforce this Agreement with respect to the App.

   In the event of a third-party claim that the App or your possession of and/or use of the App infringes a third party’s intellectual property rights, we, not Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.

   In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the App. Certain features in the App may allow you to make a purchase or request access to additional or different features for which fees may apply. You can choose whether or not to make these purchases or access these features and you will not be subject to fees or charges without your consent; however, if you believe you have been assessed a fee or a charge in error or if the feature or item purchased does not perform as described or is not delivered to you, you may dispute the purchase by logging into your mobile App Store from which you downloaded the App and lodging your dispute or request for refund directly with the Provider.

5. THIRD PARTY CONTENT; THIRD PARTY AGREEMENTS; THIRD PARTY WEBSITES/SERVICES; AND THIRD PARTY ELECTRONIC SIGNATURE.
   
   5.1 Company has no duty to or responsibility to review, approve, or pre-screen any content posted on the Site by any third party (including but not limited to property managers, properties, HOAs, owners, Users, and advertisers), and Company is not responsible for such content. You understand and acknowledge that all lease agreements and addenda, postings, voice commands, files, property listings, rental terms, images, photos, messages, text, video, and all other information, documents or materials transmitted through or posted on the Site through or in connection with the Services by Users, property managers, advertisers, properties, property owners, HOAs, or any other third party (the “Third Party Content”) are the sole responsibility of the parties from whom such Third Party Content originated. Company is only responsible for the content and information directly created and issued by Company. You agree and acknowledge that you will not contact Company to address any concerns or issues about Third-Party Content or communications, rather you will directly contact said responsible third-party. Company shall not become involved in any third-party content or communications matters except where the issue is attributable solely to an error or malfunction occurring in connection with the Services or on the Site.

   COMPANY DOES NOT GUARANTEE, AND YOU SHALL NOT HOLD COMPANY RESPONSIBLE FOR, THE THIRD PARTY CONTENT (INCLUDING THE TRUTH, ACCURACY, OR LACK OF SUCH THIRD PARTY CONTENT), OR THE CONDITION, NATURE, QUALITY, SAFETY, OR GENERAL PROPERTY MANAGEMENT OF ANY RENTAL UNITS OR PROPERTIES ON THE SITE OR THE COMPLIANCE WITH ANY LAWS, REGULATIONS OR RULES THAT MAY BE APPLICABLE TO SUCH ADVERTISERS, PROPERTIES, PROPERTY MANAGERS, HOAS, AND/OR PROPERTY OWNERS. COMPANY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY RELATING TO THE THIRD PARTY CONTENT.

   YOU, ARE SOLELY RESPONSIBLE FOR ALL RISKS ASSOCIATED WITH, AND AGREE TO BEAR SOLE RESPONSIBILITY FOR EVALUATING THE USE OF ANY THIRD PARTY CONTENT, AND THAT UNDER NO CIRCUMSTANCES WILL COMPANY BE LIABLE FOR ANY THIRD PARTY CONTENT OR LACK THEREOF OR FOR ANY DAMAGE OR LOSS OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY THIRD PARTY CONTENT OR LACK THEREOF.

   Company does not have any obligation, but reserves the right in its sole discretion, to refuse to post or to delete any Third Party Content that violates the spirit or the terms of any applicable agreements between Company and the property owners, properties, HOAs, Users, advertisers, property managers, or others posting or seeking to post any content, or for any other reason.

   You agree and acknowledge that Company provides only the Services as described in the Terms set forth herein or as otherwise expressly stated on the Site by Company. Company does not assume any liability or responsibility for, any other services or content, including but not limited to the following:

   (a) Screening, verification, or pre-approval of property listings;

   (b) Professional services or advice including legal, brokerage, or other related services;

   (c) Screening, evaluation, or pre-approval of property managers, properties, HOAs, owners, or other advertisers who post listings or other content on the Site;

   (d) Use of Company’s facilitation of third party electronic signature execution functionality, including without limitation, the enforceability of an electronically signed lease agreement or the sufficiency of an electronic signature;

   (e) Lease transactions, including without limitation, agreements, negotiations, establishing rents, offers, or fees, or any related communications (although the Services may facilitate these transactions between property managers, HOAs, properties, owners and/or residents).

   If you require assistance with any such services or any other services not provided through the Site, you are solely responsible for obtaining them from a qualified third party.

   Any third-party agreements entered into through the Site (including but not limited to those agreements for which use or require an electronic signature for a lease, rental, or other agreement) are for services provided by a property manager, HOA, owner, or another party other than Company. Company provides the Site as a platform for the Services through which Users may execute rental, lease, or other agreements and enter into binding agreements with third parties. Nonetheless, Company, does not endorse, is not liable for, is not involved in, and is not a party to those transactions. You acknowledge that you shall independently address any concerns or issues with such agreements with said third-parties directly, rather than Company. Company shall only be involved in any issue that is solely attributable to a malfunction or error occurring on the Site or in connection with the Services, and no other issue. Any third-party contracts facilitated by the Site are determined solely by you and the third-party with whom you are entering into said contract, and not by Company.

   The Site may contain voice accessibility or links to third-party websites or resources. Such access is not an endorsement or approval by Company of the third-party website, their products or services, or content, rather it is only provided for the use and convenience of Users. If you decide to access any such third-party websites, services, resources, or products or to transact with any such third-party for their products, services, or properties, you do so entirely at your own risk. By leaving the Site, you may be subject to the third-party website’s terms and conditions and the privacy policies or other terms and conditions. Company has no control over third-party websites, resources, products, or services and makes no representations or warranties, express or implied including any endorsement as to the availability or authenticity, representations, or warranties as to accuracy or completeness, of information available through such websites, resources, products or services, your use or your exchange of any information with such websites or services, or the content, statements, representations, advertising, products, properties, services, or other materials available on such third-party sites. You acknowledge and agree that Company shall not be liable or responsible, directly or indirectly, for any damage or loss caused or alleged to be caused in connection with your reliance or use on any such third-party content, services, information, or goods available on or through any such site or resource. Furthermore, you understand and acknowledge that Company does not (a) participate in any negotiations with respect to leases, or other transactions involving third-parties, (b) ensure, endorse, or guarantee a rental property or any lease or other transaction between a User and property manager, HOA, property, owner, or any other person or entity, or (c) provide professional, brokerage, or other legal advice or services to any property managers, owners, or others who list properties or otherwise use the Site or the Services.

   If you elect to use the third party electronic signature execution functionality of Company, you agree, understand, and acknowledge that you have carefully reviewed and understand the disclosure relating to use of your electronic signature to execute documents and shall provide consent to use your electronic signature and shall only execute documents with your electronic signature after giving such consent. You understand and commit to rely on your own legal counsel to determine the legality, benefit, and sufficiency of the electronic signature execution of the documents and their enforceability. Company makes no representation or other warranty with respect to the legality, benefit, and sufficiency of the third party electronic signature execution of the documents under applicable international, national, federal, state, provincial, or local laws or regulations.

6. Payment Processing Services
   

   6.1 Company provides online, phone, mobile, and “walk-in” payment solution services for its Merchant clients. The Services provided by Company on behalf of the Merchant to facilitate your payment of Principal Payment obligations to the Merchant are different than, and separate from, the services provided to you by the Merchant directly. You acknowledge and understand that Company acts as the limited agent of the Merchant for the purpose of accepting payments from you on behalf of the Merchant. Company is not a retailer, seller, lessor, owner, property management company, or homeowner association. You further acknowledge and agree that Company is not a party to any lease, contract, or other agreement between you and the Merchant. Company does not have control of, or liability for, the services that are provided by the Merchant. Company may provide services through third-party service providers of Company. If the Merchant terminates its agreement with Company, you will no longer be able to use the payment facilitation Services.

   6.2 You may have the option to make a Principal Payment to a Merchant with an electronic check from your bank account (Automated Clearing House (“ACH”), or e-check), with a payment card (credit card, debit card or other approved payment card), through a third party such as PayPal, and/or via cash at a third-party agent location, or as otherwise determined by the Merchant. The Merchant can choose to offer you options for one-time payments and/or automatic recurring payments. Company will facilitate your transaction according to the information you provide on the date you authorize Company to process the transaction. The Principal Payment will be credited to the Merchant, and any applicable Fees credited to Company. If you choose to receive a separate email notification of your payment and you provide your email, Company will send you an e-mail confirmation of your payment as well as providing notification to the Merchant.

   6.3 You agree that: (i) the Personal Information provided by you to Company is complete and accurate and in the event this information should change, you will update such information in a timely manner to be complete, true and accurate; (ii) you are the User of the Company account and that you will not use the Company services for any illegal purposes; (iii) you are at least eighteen (18) years old and a resident of the United States or Canada; and (iv) you are fully authorized to use any bank account, payment card, or third party (such as PayPal) account, as applicable, registered in your Company account. You authorize Company, directly or through third parties, to make any inquiries it considers necessary to validate your identity. Company also has the right to ask to see identifying documents such as your driver license and other documentation at any time, as necessary to validate your identity.

   6.4 Company may charge you a Fee for your use of the payment processing Service(s) in accordance with this Agreement and Company’s agreement with your Merchant. The Fees are charged for the payment processing Services provided to you including providing additional payment channels (such as Internet, telephone, walk-in payment locations) and the services involved in facilitating payment of your Principal Payment on behalf of the Merchant. Payment processing Services are different than, and separate from, the services provided to you directly by the Merchant and for which you are making a Principal Payment(s), (e.g. lease payment, homeowner association dues, security deposit, application fee, etc.). While the Company system displays all related Fees in a visible location for you, you will receive a final confirmation page with the transaction amount including the payment processing Fee and will be given the opportunity to either “Submit” or “Cancel” the transaction. In the event that your financial institution returns your payment for Non-Sufficient Funds (“NSF”), you authorize Company to assess and process an automatic NSF Fee, as permitted by applicable law, to the same account from which your payment was initiated. You agree that any NSF fee assessed by Company is a reasonable fee. In such an event, the Merchant and/or financial institution may also assess NSF fees. Such fee assessments are wholly separate from Company’s NSF assessment and are solely determined by the Merchant and/or financial institution. You expressly agree that the Merchant’s and/or financial institution’s assessment of NSF fees shall have no effect on Company’s authority to independently assess you NSF fees in accord with this agreement. In the event that the NSF fees charged by Company is returned and/or generates additional fees assessed by your bank, you assume all responsibility for such fees.

   6.5 You hereby authorize Company to debit your account, including the Principal Amount owed to the Merchant and payment processing Fees, from your bank account (via ACH) or charge your payment card or charge your third party account (including PayPal) on behalf of the Merchant for any of the transactions you submit. You agree that your submission of a transaction constitutes your authorization to Company to debit your account, or charge your card or third party account, based on the information you have provided.

   6.6 You acknowledge and agree that, subject to banking and card association rules and regulations, upon payment to Company by you for payment due to the Merchant, such payment obligation to the Merchant is considered paid and extinguished. Payment is deemed made by you at the time at which Company receives the funds (as agent of the Merchant). In the event that any payment received by Company is not delivered to the Merchant as described in this Section, the Merchant will have recourse only against Company in connection with the payment.

   6.7 You can request a refund through Company for a payment processed through your Company account if the payment is still processing to the Merchant and not yet settled to the Merchant account. Once the funds have settled to the Merchant’s deposit account, you must request a refund directly through the Merchant. All transaction cancellations or refunds through Company must be requested by logging into your Company account and clicking on “Help” and then clicking on the “Contact Support” button. The request must include the transaction number and amount to be refunded. If you do not have a Company account, the refund request must be submitted to the Merchant for processing. Refund requests through Company are fulfilled only during Company business hours Monday through Friday 7:00 AM-5:00 PM Pacific Time. Any applicable Fees and NSF fees charged by Company will not be refunded.

   6.8 For accounts that have been set up with the fixed recurring payment option (“Fixed AutoPay”), Company will debit your designated account for the authorized amount of the Principal Amount and the Fee on the designated day each month until the Fixed AutoPay is cancelled. Company reserves the right to increase its Fee for Fixed AutoPay transactions in accordance with applicable laws and regulations, however the fee will appear on the payment authorization page for you to see prior to your approval of payment. For accounts that have been set up with the variable automatic recurring payment option (“Variable AutoPay”), the Fee may change based on the principal amount of the transaction.

   6.9 Credit Reporting.

   (a.) Company’s Credit Reporting Service. Users who opt in to Company’s credit reporting service authorize Company to report their rent payment data, such as details of payments and personal validation information including but not limited to name, social security number, and address, (collectively, “Rent Payment Data”) to one or more Consumer Reporting Agencies (“Agencies” or “Agency”). At this time, Company reports to two (2) Agencies, Experian and TransUnion. Even if a User opts in to such reporting, Company will report Rent Payment Data only for participating Merchants.

   Importantly, Company is not an Agency and has no control over how reported Rent Payment Data will be used by the Agencies and makes no representation that reporting such data will improve your credit history, credit report, or credit score, which are maintained and provided solely by the Agencies. Once Rent Payment Data is transmitted to an Agency, you acknowledge that the Agency will obtain an ownership interest in that data. You should review the legal terms and conditions for the Agencies credit reporting businesses to understand how they collect, store, manage, use, modify, disseminate, and/or distribute such data. You agree to hold Company harmless against any claims in connection with an Agency’s use or management of any Rent Payment Data that Company has provided to the Agencies in accordance with the federal Fair Credit Reporting Act (“FCRA”).

   You acknowledge that you are responsible for providing Company with accurate, complete, and consistent Rent Payment Data. You further acknowledge that your credit report, credit history, or credit score maintained by the Agencies may be negatively affected if: (i) you provide Company with incomplete or inaccurate Rent Payment Data; or (ii) the reporting of your Rent Payment Data by Company is inconsistent, inaccurate, or terminated. Company is not liable for any claims, charges, demands, damages, or adverse impacts on or regarding your credit report, credit history, or credit score maintained by the Agencies if: (i) you stop using Company’s credit reporting service; (ii) you provide inaccurate or incomplete Rent Payment Data to Company; or (iii) you cause reporting to be made inconsistently. Company will provide the Agencies with the Rent Payment Data that you provide to Company and/or Rent Payment Data collected by Company. Unless otherwise limited by FCRA and applicable law, in no event shall Company be responsible for any claims, costs, expenses or damages resulting from incomplete or inaccurate reporting.

   You can: (i) notify Company of a dispute concerning incomplete or inaccurate Rent Payment Data; or (ii) submit an identity theft report, if you have experienced an identity theft event, by writing to:

   PayLease, LLC (DBA Zego)
   9330 Scranton Road, Suite 450
   San Diego, CA 92121
   ATTN: Credit Reporting

   (b) Credit Reporting Provided by RentTrack, Inc. (“LevelCredit”). For Users who opt in to LevelCredit’s credit reporting service, such services will be provided exclusively by LevelCredit and will be governed by the LevelCredit terms and conditions provided to User at opt in. Pursuant to such services, you understand that Company will provide rent payment data, such as details of payments and personal validation information including but not limited to name, social security number and address, (collectively, “Rent Payment Data”) to LevelCredit who will in turn provide such Rent Payment Data to one or more Consumer Reporting Agencies (“Agencies” or “Agency”). You agree to hold Company harmless against any claims in connection with LevelCredit’s or any Agency’s use or management of any Rent Payment Data that Company has provided to LevelCredit in accordance with the federal Fair Credit Reporting Act (“FCRA”). Unless otherwise limited by FCRA and applicable law, in no event shall Company be responsible for any claims, costs, expenses or damages resulting from incomplete or inaccurate reporting.

   6.10 COMPANY WILL SEEK TO MAKE REASONABLE EFFORTS TO PROCESS ELECTRONIC DEBITS AND CREDITS INVOLVING YOUR ACCOUNT IN A TIMELY MANNER, HOWEVER COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR TIMELINESS OF SUCH PROCESSING, INCLUDING BECAUSE COMPANY’S SERVICES ARE LARGELY DEPENDENT UPON MANY FACTORS OUTSIDE OF ITS CONTROL, SUCH AS DELAYS IN THE U.S. BANKING SYSTEM, INTERRUPTIONS IN INTERNET AND/OR TELEPHONE SERVICES, DELAYS CAUSED BY THIRD-PARTY PAYMENT PROCESSORS, SUPPLIERS, ETC. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.
   

7. Other Fees

   In the event you purchase any products or services through the Site, User shall pay, and, if applicable, Company shall have the right to charge to User’s credit card, any applicable Fees. User must provide Company with a valid credit card or other authorized payment method. Company reserves the right to modify any such recurring Fees and charges and to introduce new charges at any time, upon at least thirty (30) days’ prior notice to User, which notice may be provided by email. Company will automatically bill the credit card submitted for the Service requested by User. User agrees to provide Company with complete and accurate billing and contact information.

   The prices stated in Company’s quotations are exclusive of any federal, state, or other governmental taxes, duties, fees, or tariffs now or hereafter imposed on the Service. User shall be responsible for, and if necessary reimburse, Company for all such taxes, duties, fees, excises, or tariffs, except for taxes imposed on Company’s net income.

8. SUSPENSION AND CANCELLATION/TERMINATION.
   
   8.1 The term of this Agreement will commence on the date on which you first accepted these Terms of Use and will continue until terminated by either User or Company.

   8.2 You may discontinue use of the Services at any time. Company reserves the right from time to time to modify, suspend or discontinue the Services to you and/or the Site or any part thereof, or any Site features temporarily or permanently, with or without cause or notice at any time with immediate effect and without liability to you. In order for you to cancel the account, you must log in to your Company account and click on “Change Property or Deactivate Account” or visit http://support.gozego.com and submit a request to deactivate the account via the Contact Form. All pending transactions will be processed prior to the account being cancelled. As a result of the cancellation, all future payments on an automatic payment schedule will be cancelled. You agree that Company has no liability or responsibility for the failure of the Site and the deletion of other content maintained or transmitted by the Site. You further agree that Company shall not be liable to you or to any third party for any discontinuance, suspension, or modification of the Site.

   Company reserves the right to refuse any and all current or future use of the Site (or any portion thereof) without notice, to suspend or terminate your account with Company for any reason including but not limited to: (i) if Company has reason to believe there has been or may be a breach of security, fraud, or misrepresentation in connection with your account or the Services, (ii) if you are found to have misrepresented your age, identity, or any other information submitted in connection with your Account or if Company has reasonable grounds to suspect that such information is untrue, inaccurate, incomplete, or not current, (iii) continued provision of the Services would violate any applicable law, government regulation, or applicable industry or association rules or regulations (inclusive of the National Automated Clearinghouse Association (“NACHA”) rules and regulations and the rules and regulations of a credit card association), (iv) use of any untrue or inaccurate information, or any complaint in connection with your use of the Services.

   8.3 Upon any termination of this Agreement, all licenses granted to User hereunder shall immediately terminate and User will immediately discontinue all use of the Site and the Services and pay to Company all amounts due and payable under this Agreement (if any). Any rights that accrued prior to termination shall survive any termination of this Agreement.

   8.4 If Company discontinues the Services and/or the Site and/or you discontinue your use of the Services and/or the Site, we may retain certain information (including your Personal Information) to comply with applicable law, for recordkeeping/compliance purposes, and/or to complete any transactions that you began. Regardless of termination or suspension, Company may retain all User Data from the Site and/or the Service, as permitted by applicable law. Company’s ongoing use of any such data or information, if any, shall be in a manner consistent with the terms of this Agreement and the Company Privacy Policy.

9. PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY.

   9.1 The parties agree that all proprietary rights in the Site and the Services use and contain content that are and will remain the property of Company (and/or its parent or affiliate companies). This includes confidential technology owned or licensed to Company (including, without limitation, information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials), non-personally identifiable aggregate data or publicly available data collected by Company in connection with the Site and/or providing the Services, as well as usage statistics and traffic patterns which shall all be protected by applicable intellectual property and other laws and international treaties (“Company Data”), all rights, title, and interest to which are hereby assigned to Company by User. User hereby also grants Company the perpetual, royalty-free right to use any suggestions, ideas, feedback, or other recommendations provided by User relating to the Site and/or the Services. All content on the Site that is not Company data is the property and responsibility of other parties. You must abide by all copyright notices, information, or restrictions contained in or attached to any Company Data.

   9.2 “Zego”, “paylease.com”, “gozego.com”, all logos, and all other registered and unregistered marks used in connection with the Site and/or the Services (the “Company Marks”) are trade names, trademarks, or service marks of Company, its parent or affiliate companies, or its licensors unless otherwise stated. In addition, all page headers, custom graphics, button icons and scripts are service marks, trademarks and/or trade dress of Company. Ownership of Company Marks, its reputation, and the goodwill associated with the Company, remains with Company, its parent, or affiliate companies. All other trademarks are the property of their respective owners. You shall not be authorized to copy, imitate, display or use the Company Marks, without the prior express written consent from Company. All rights, title, and interest in and to the Site and the Services, any related content, the technology related to the Site and/or the Services, and any and all technology and any content created or derived from any of the forgoing is the exclusive property of Company and its licensors.

10. WARRANTIES.

    10.1 Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, COMPANY AND/OR ITS AFFILIATES AND JOINT VENTURES, AND ITS/THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUBCONTRATORS, AND SUPPLIERS (COLLECTIVELY, “COMPANY PARTIES”) PROVIDE THE SITE AND THE SERVICES “AS IS” AND DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. THE COMPANY PARTIES SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. THE COMPANY PARTIES DO NOT GUARANTEE THAT THE SITE OR SERVICES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. COMPANY DOES NOT REPRESENT, WARRANT, OR GUARANTEE CONTINUOUS, ERROR FREE, UNINTERRUPTED, OR SECURE ACCESS TO ANY PART OF THE SITE AND/OR THE SERVICES. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. COMPANY PARTIES DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, THE COMPANY PARTIES DISCLAIM ALL LIABILITY FOR ANY MALFUNCTIONING OR INABILITY TO ACCESS THE SITE AND/OR SERVICES FOR ANY REASON, AND ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY COMPANY OR SITE MATERIAL. USER ACKNOWLEDGES THAT NEITHER THE SERVICES NOR ANY PART THEREOF IS A HOME SECURITY SYSTEM AND THAT THE COMPANY PARTIES WILL NOT MONITOR SIGNALS FROM THE SERVICES AT ANY TIME. COMPANY PARTIES WILL NOT DISPATCH EMERGENCY AUTHORITIES OR PROVIDE NOTIFICATION IN CASES OF EMERGENCY. USER ACKNOWLEDGES THAT THE COMPANY PARTIES ARE NOT AN INSURER OF OR AGAINST, OR LIABLE FOR ANY POTENTIAL OR ACTUAL LOSS OR DAMAGE TO PERSON OR PROPERTY THAT MAY OCCUR IN OR AT THE USER’S PROPERTY. NO INFORMATION OR ADVICE, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM COMPANY OR FROM ANY SERVICES OR THE USE OF THE SITE, SHALL CREATE ANY WARRANTY OR REPRESENTATION NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR REPRESENTATIONS. AS SUCH, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

    10.2 Release. TO THE MAXIMUM AMOUNT PERMITTED BY APPLICABLE LAW, YOU, THE USER, AGREE TO RELEASE THE COMPANY PARTIES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AGREEMENT, THE SITE, AND/OR THE SERVICES. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE § 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

    10.3. Limitation of Liability. BY USING THE SITE AND/OR THE SERVICES, YOU AGREE THAT COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, AND/OR THE SERVICES (HOWEVER ARISING, INCLUDING BUT NOT LIMITED TO NEGLIGENCE TORT, CONTRACT, STRICT LIABILITY OR UNDER STATUTE), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT OR REVENUE (WHETHER INCURRED DIRECTLY OR INDIRECTLY), LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS; AND ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING, BUT NOT LIMITED TO, LOSS OR DAMAGE AS A RESULT OF (A) ANY PERMANENT OR TEMPORARY CESSATION IN PROVIDING THE SITE AND/OR THE SERVICES (OR ANY ANCILLARY SERVICES OFFERED THROUGH OR FEATURES OF THE SERVICE), (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SITE AND/OR THE SERVICE, (C) YOUR FAILURE TO KEEP YOUR CREDENTIALS OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL, (D) YOUR USE OR MISUSE OF THE SITE AND/OR THE SERVICES, OR (E) PRODUCTS OR SERVICES PROVIDED BY COMPANIES OR PERSONS OTHER THAN COMPANY. THESE FOREGOING LIMITATIONS ON OUR LIABILITY SHALL APPLY WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

    NOTWITHSTANDING THE FOREGOING, THE CUMULATIVE LIABILITY OF COMPANY, ITS AFFILIATES, AGENTS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SITE AND/OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE GREATER OF (A) $100 OR (B) THE AMOUNT OF FEES YOU PAID TO COMPANY DURING THE IMMEDIATELY PRECEDING SIX (6) MONTHS. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED. SOME JURISDICTIONS DO NOT ALLOW FOR LIMITED LIABILITY OR EXCLUSION OF IMPLIED WARRANTIES, AND, IN SUCH EVENT, SUCH LIMITATIONS OR EXCLUSIONS SHALL APPLY TO THE MAXIMUM EXTENT POSSIBLE. THE FOREGOING LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE SUCCESS, SUFFICIENCY, OR EFFECTIVENESS OF OTHER REMEDIES.

    10.4. Essential Basis of Agreement. The parties acknowledge and understand that the disclaimers, exclusions, and limitations of liability set forth herein form an essential basis of the agreement between the parties, that the same reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose), and that absent such disclaimers, exclusions and limitations of liability, the terms and conditions of this Agreement would be substantially different.

11. Indemnification:

    11. 1 You agree to defend, indemnify and hold Company, its affiliates, directors, officers, shareholders, successors, agents, subsidiaries, relevant third parties including but not limited to advertisers, distribution partners, employees, referral partners, service licensors, licensees, providers, contractors and consultants (“collectively Indemnified Parties”) harmless from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) (“Claims”) arising out of or relating to, (a) your breach of the Privacy Policy, (b) this Agreement, including the documents incorporated herein by reference, (c) your negligence or misconduct, (d) your Credentials or material contributed to or submitted through the Site or the Services, including without limitation information associated with your account, (e) your conduct, including your use of the Site and the Services, (f) your connection to the Site, or (g) any violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of your use of the Site or Services (collectively, the “Claims”).

    11.2 You are solely responsible for defending any such Claims, and for costs, damages, payment of losses, or expenses from the foregoing to both Indemnified Parties and a third party. Company, in its sole discretion, shall have the right to select its own legal counsel to defend Company from any Claims (which shall not relieve or excuse your indemnity obligations) and you shall be solely responsible for the payment of all of Company’s reasonable attorneys’ fees incurred in connection therein. You shall immediately notify Company if you become aware of any actual or potential suits, claims, charges actions, or allegations, that could affect your or Company’s ability to fully perform their respective obligations or to exercise its rights under the Terms. You shall not dispose, settle, or enter into any proposed settlement or resolution of any Claim (finally adjudicated or otherwise) brought against you without the prior written approval of Company, if such settlement and/or resolution results in any obligation or liability for Company.

12. GOVERNING LAW, ARBITRATION.

    12.1 Governing Law. This Agreement is governed by the laws of the United States (including federal arbitration law) and the State of California, U.S.A., without regard to its principles of conflicts of law, and regardless of your location. The United Nations Convention for the International Sale of Goods shall not apply.

    12.2 Arbitration. EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY ASPECT OF THE RELATIONSHIP BETWEEN YOU AND COMPANY, WHETHER BASED IN CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL THEORY, WILL BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY, AND YOU AGREE THAT COMPANY AND YOU ARE EACH WAIVING THE RIGHT TO TRIAL BY A JURY. YOU AGREE THAT ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED AND YOU ARE AGREEING TO GIVE UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION.

    The arbitration will be administered by the American Arbitration Association under its Consumer Arbitration Rules, as amended by this Agreement. The Consumer Arbitration Rules are available online at https://adr.org/sites/default/files/Consumer%20Rules.pdf. The arbitrator will conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances, unless the arbitrator determines upon request by you or by us that an in-person hearing is appropriate. Any in-person appearances will be held at a location which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, such determination should be made by the AAA or by the arbitrator. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof. Notwithstanding any of the foregoing, nothing in this Agreement will preclude you from bringing issues to the attention of federal, state, or local agencies and, if the law allows, they can seek relief against us for you.

13. GENERAL.

    13.1 Waiver. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.13.2 Time Limitation. You agree that any claim or cause of action arising out of or related to the Terms or use of the Site must be filed within one (1) year after such claim or cause of action arose or be forever barred, regardless of any statute or law to the contrary.

    13.3 Assignment. You agree that this Agreement, the Site, and/or provision of the Services, may be assigned, delegated or transferred by Company, in its sole discretion. You may not assign, delegate, or transfer this Agreement without the express prior written consent of Company.

    13.4 Severability. If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect.

    13.5 Notice. User is responsible for updating its data to provide Company with its most current email address. Unless otherwise provided, any notice provided to User pursuant to this Agreement shall be sent by email to the address provided by User. In the event that the last email address provided to Company is not valid, or for any reason Company is not capable of delivering to User any notices required by this Agreement, Company’s dispatch of the email containing such notice will nonetheless constitute effective notice. Any notice provided to Company pursuant to this Agreement should be sent by personal delivery, overnight delivery service or by registered or certified mail, return receipt requested to Company, Attn: legal department or via email to legal@gozego.com. Notices shall be deemed given when delivered.

    13.6 Force Majeure. Company will not in any way be liable for any failure or delay in its performance as a result of a cause beyond its reasonable control, including, but not limited to, acts of God, natural disasters, acts of terror, war, riots, fire, storms, quarantine restrictions, floods, explosions, labor strikes or interruptions, loss or interruption of suppliers services or utilities (including, but not limited to, Internet or telecommunications services), external computer “hacker” attacks, delays of common carriers or similar causes that are beyond Company’s reasonable control.

    13.7 Headings. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision.

    13.8 Survival. Sections 1, 3 – 7, 9 – 13, as well as any other terms which by their nature should survive, shall survive any termination or expiration of this Agreement.

    13.9 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and replaces any prior understandings, written or oral. To the extent inconsistent, this Agreement supersedes any end user license agreement accepted by you, even if such terms are subsequently accepted by you. The parties hereby acknowledge that they have required this Agreement and all related documents to be drawn up in the English language. Les parties reconnaissent avoir demandé que le présent contrat ainsi que les documents qui s’y rattachent soient rédigés en langue anglaise.