Last revised: December 17, 2019

Z57 Standard Terms and Conditions

By clicking on the Accept button below and thereby submitting the Z57, INC. (“Z57”) online registration form, (1) the person doing so represents that he or she is at least 18 years of age and legally capable of forming a binding contract; (2) whether such person is submitting the registration form on behalf of himself or herself or on behalf of any business, organization, or other entity of any kind, such person represents and warrants that he or she is authorized to sign for and bind the contracting party (“YOU”); and (3) you agree to be bound by these Z57 Standard Terms and Conditions, together with all amendments and collectively with all applicable Z57 rules and policies, including the Z57 Privacy Policy (collectively, the “Agreement”).  The Agreement is between you and Z57, as of the date and time that you complete the online registration process at the site by clicking the Accept button below (the “Effective Date”).  The Agreement applies to all products and services provided by Z57 to you, which may include, without limitation, any one or more of: the Property Pulse Product, the SEM Product, internet domain names, websites, website design services, traffic acquisition services, display advertising, pixel creation and placement, list segmentation, and marketing coaching (each and collectively, as applicable, the “Product”).  References to “we” and “our” refer to Z57.  References to “you” “your” and “client” refer to the recipient or user of the Product, including your successors and assigns, and your agents, employees or independent contractors.

THIS AGREEMENT COVERS IMPORTANT INFORMATION ABOUT THE PRODUCT, AS WELL PROVISIONS ABOUT DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY, A CLASS ACTION WAIVER, AND A COMMITMENT TO RESOLVE DISPUTES BY ARBITRATION INSTEAD OF IN COURT.

AS DISCUSSED FURTHER BELOW, WE RESERVE THE RIGHT, IN OUR SOLE DISCRETION, TO CHANGE THIS AGREEMENT (INCLUDING THE PRIVACY POLICY) FROM TIME TO TIME, WITHOUT PRIOR NOTICE.  YOU ARE RESPONSIBLE FOR REVIEWING THE AGREEMENT REGULARLY.  YOUR ACCESS TO ANY PART OF THE PRODUCT IS DEEMED TO BE YOUR ACCEPTANCE OF THIS AGREEMENT AS IT EXISTS AT THE TIME YOU ACCESS THE PRODUCT.

Registration 

1. You agree, represent, and warrant that you shall at all times provide accurate information when registering an account with Z57 and when using the Product, and that you shall update and maintain as accurate all such information during your use of the Product. You may update the information in your profile, change your password, manage notifications, view this Agreement, and change your settings within the Product.

Products and Product Terms

2. This Agreement shall apply to each Product you purchase from Z57. Because the Products may be subject to different terms and conditions (as further described below) and because you may purchase Products at different times, each time you purchase a Product, you consent to the terms and conditions of this Agreement as a separate agreement between you and Z57 as applied to the purchased Product for the applicable term for the purchased Product.

Property Pulse Product

3. All Z57 websites include a domain with the setup fee. Your new website will be setup on a domain purchased by Z57. In the event you wish to use a domain name that you already own, you are responsible for modifying your current domain.  If you require Z57’s assistance to modify your domain, a service fee will apply.
4. Z57 will renew your website domain purchased at the point of sale each year, as long as you are an active client.
5. You are responsible for providing all content for your site. Stock photos and graphics provided by Z57 will be used until you submit your own content. You should take extreme care in securing and providing your own content for posting.  You must ensure that you own or are properly licensed to use all content you add to your website.
6. You may edit and manage your website through the Property Pulse Admin Panel. Edits, upgrades, and/or color changes outside the scope of the Property Pulse Admin Panel may be available at an additional cost through Z57’s support services.
7. You authorize Z57 to automatically populate your multiple listing service (MLS) listing information to your website, in those territories where such MLS functionality is available. Please be advised that Z57 may discontinue this functionality, without prior notice, if your MLS restricts this capability.
8. If the MLS to which you are a member requires signed documentation before Z57 may implement internet data exchange (IDX) on your website, you will receive the document via e-mail. You must email the completed document back to Z57 immediately in order that we may install IDX on your website once approval is received, if applicable.
9. Your site may be launched without IDX enabled. IDX may remain disabled until such time as you return any required paperwork and it is approved by your MLS.
10. You are responsible for incremental fees, if any, charged by your MLS.

SEM Product

11. The SEM Product is a traffic generation program that is segmented into three-month guarantee periods. The first guarantee period begins when the SEM Product is launched.
12. The SEM Product guarantees an average monthly website traffic minimum, consisting of paid and organic traffic, for each guarantee period. The average monthly website traffic is calculated as the single monthly average of total website traffic over the three-month guarantee period. The guaranteed average monthly website traffic minimum is detailed in the SEM Program Details email sent to you upon acceptance of your registration.  Due to industry seasonality, the average monthly website traffic minimum is reduced by 20% in November and December each year.
13. If the SEM Product does not deliver the average monthly website traffic minimum for a guarantee period, you will be eligible for a credit for the difference between the average monthly website traffic minimum and the actual average monthly website traffic (a “Shortfall”). In order to receive a credit for a Shortfall during a guarantee period, you must make the request to Z57’s Client Development Department within 60 days of the end of the applicable guarantee period.
14. The credit offered by Z57 is your sole and exclusive remedy for a Shortfall. You acknowledge and agree that a Shortfall is not a material breach of this Agreement and you may not terminate this Agreement for one or more Shortfalls during the term of the Agreement.
15. You understand that Z57’s SEM experts will use information about your business to generate SEM visits, as detailed in the SEM Program Details email. No changes may be made to the SEM Program Details once the SEM campaign begins.
16. You shall not engage, or seek to have anyone engage on your behalf, in any of the following prohibited actions (“Prohibited Actions”). Engaging in one or more of the Prohibited Actions may result in suspension of SEM traffic delivery, at Z57’s discretion, but is not a basis for you to terminate the Agreement.

(a) Creating link exchange pages on the website or participating in link exchange schemes and spamming programs.
(b) Removing the HTML sitemap, or removing links to it, from any page.
(c) Removing internal links created by Z57.
(d) Removing or altering metadata created by Z57.
(e) Removing or altering content created by Z57.
(f) Changing or redirecting the domain name.

17. You shall comply with the following recommendations outlined in Google’s Webmaster Guidelines. Failure to comply with one or more of the following recommendations may result in suspension of SEM traffic delivery, at Z57’s discretion, but is not a basis for you to terminate the Agreement.

(a) Avoid hidden text or hidden links.
(b) Don’t use cloaking or sneaky redirects.
(c) Don’t send automated queries to Google.
(d) Don’t load pages with irrelevant keywords.
(e) Don’t create multiple pages, subdomains, or domains with substantially duplicate content.  In particular, when creating new content pages, ensure unique meta tags on each page.
(f) Don’t create pages with malicious behavior, such as phishing or installing viruses, Trojans, or other badware.
(g) Avoid “doorway” pages created just for search engines, or other “cookie cutter” approaches such as affiliate programs with little or no original content.
(h) If your site participates in an affiliate program, make sure that your site adds value.  Provide unique and relevant content that gives users a reason to visit your site first.

18. If SEM traffic delivery is suspended due to your breach of this Agreement and the breach is not remedied to the satisfaction of Z57 within 30 calendar days of notification of the suspension, traffic may be permanently suspended and the remainder of payments due under this Agreement will immediately become due.
19. You may not conduct any paid traffic campaigns in conjunction with Z57’s delivery of the SEM Product. If you are conducting a paid traffic campaign before the SEM Product is launched, you shall turn it off prior to the SEM Product launch.

Compliance with Applicable Laws and Industry Standards

20. You shall use all services offered by Z57 lawfully and in compliance with all federal, state, and local laws and regulations, as well as all industry standards and best practices.

Changes to the Product

21. The specific features and functionality of the Product are dynamic and may change from time to time. We reserve complete discretion with respect to the operation of the Product. We also reserve the right to withdraw, suspend, or discontinue any feature or functionality of the Product at any time.

Inaccuracies

22. We disclaim errors, inaccuracies, and omissions of the Product, and we reserve the right to correct any such errors, inaccuracies, or omissions and to change or update information at any time without prior notice. Z57 makes no guarantees as to the completeness, timeliness, correctness, or accuracy of the materials or data available through the Product. If you believe any portion of the Product includes an error or inaccuracy, please notify us.

Availability 

23. It is not possible to operate the Product with 100% guaranteed uptime. Z57 will make commercially reasonable efforts to keep the Product operational. However, certain technical difficulties, routine site and software maintenance and upgrades, and other events may, from time to time, result in interruptions to or outages of the Product.  In addition, Z57 reserves the right at any time, and from time to time, to modify or discontinue (on a temporary or permanent basis) certain functions of the Product, with or without notice.
24. You agree that Z57 shall not be liable to you or to any third party for any direct or indirect consequence of any modification, suspension, discontinuance of, or interruption to the Product.

Disclaimer of Warranties 

25. YOU EXPRESSLY AGREE THAT ACCESS TO AND USE OF THE PRODUCT ARE AT YOUR SOLE RISK. EXCEPT FOR THOSE WARRANTIES MADE AND EXPRESSLY IDENTIFIED AS WARRANTIES BY Z57, Z57 DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING (A) THE PRODUCT; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PRODUCT; AND (C) THE ACTS OR OMISSIONS OF USERS THROUGH THE PRODUCT, INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE.  Z57 MAKES NO REPRESENTATION OR WARRANTY THAT ANY MATERIAL, CONTENT, PRODUCTS, OR SERVICES DISPLAYED ON OR OFFERED THROUGH THE PRODUCT ARE ACCURATE, COMPLETE, APPROPRIATE, RELIABLE, OR TIMELY.  Z57 ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS, OR THAT YOUR ACCESS TO AND USE OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, MALICIOUS CODE, OR OTHER HARMFUL COMPONENTS, OR OTHERWISE WILL BE SECURE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES.  ACCORDINGLY, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Intellectual Property

26. Certain materials provided through the Product are protected by intellectual property laws, including but not limited to copyright laws. You acknowledge and agree that the content accessible through the Product that is not uploaded by you and not expressly designated as being provided by a third party is the property of Z57 and its content providers, and Z57 and its content providers retain all right, title, and interest in the content. Specifically, and without limitation, Z57 and its content providers are the owners of all copyrights with respect to the content that Z57 provides in connection with the Product.  In this respect, references in this Agreement to your “purchase” or “order” of a Product are to be construed as the purchase of a subscription or term license to such content.  Subject to the terms of this Agreement, you are granted a limited, personal, non-exclusive, non-sublicensable, non-assignable, non-transferable, and revocable license to access and use the Product and related materials solely for your own use of the Product.  Except as expressly provided otherwise in this Agreement, all rights are reserved.
27. You shall not remove or modify any proprietary notice or labels on the Product, or related materials, including author attribution and copyright notices, or use any of our trademarks as meta-tags on any other website. Specifically, and without limitation, “Real Estate Websites Z57 Inc.” or “REALTOR ® Website Marketing & Design Z57 Inc.” or “Z57 Inc. Real Estate Website Marketing & Design” or “Z57 Inc. REALTOR® Website Marketing & Design.” or “Copyright Z57 Internet Solutions” and the year of creation, may appear on all websites created for you by Z57 in connection with the use of a Product.
28. In connection with the use of the Product, you may not:

(a) alter or modify the Product, or make any electronic reproduction, adaptation, distribution, performance, or display of the Product, or any portion thereof, except to the extent permitted by the intended functionality of the Product or as required for the limited purpose of reviewing material in connection with legitimate use of the Product otherwise consistent with the Agreement;
(b) sell, rent, lease, transfer, or assign to any third party any rights to your account, the Product, or related materials;
(c) use the Product for any non-authorized purpose or any illegal purpose;
(d) copy, modify, erase, or damage any information contained on computer servers used or controlled by Z57 or any third party, except to the extent permitted by the intended functionality of the Product;
(e) use the Product to violate any legal right of any third party, including any publicity or privacy right, copyright, or other intellectual property right, or to take any action that is harassing, libelous, defamatory, abusive, tortious, threatening, harmful, or otherwise objectionable;
(f) access or use any password-protected, secure, or non-public areas of the Product, or access data on the Product not intended for you, except as specifically authorized by Z57;
(g) impersonate or misrepresent your affiliation with any person or entity;
(h) use any automated means to access or use the Product, including scripts, bots, scrapers, data miners, or similar software, or display the Product, or portions thereof, in things (e.g., framing, scraping, etc.), except as specifically authorized by Z57;
(i) attempt to or actually disrupt, impair, or interfere with the Product or any information, data, or materials posted and/or displayed by Z57;
(j) attempt to probe, scan, or test the vulnerability of the Product or breach any implemented security or authentication measures, regardless of your motives or intent;
(k) attempt to interfere with or disrupt access to or use of the Product by any user, processor, host, or network, including, without limitation, by submitting a virus, worm, Trojan horse, or other malicious code;
(l) willfully or knowingly create or contribute to circumstances that are dangerous or hazardous or that increase the risk of personal injury or damage to real or personal property of another person; or
(m) post any content to the Product that:
(i) includes any profane, obscene, defamatory, discriminatory, threatening, menacing, harassing, or violent content;
(ii) depicts or suggests nudity or sexual acts;
(iii) promotes hatred, including against members of a protected group under federal, state, or local law (such as, for example, a group defined by race, gender, or national origin);
(iv) is objectively shocking or disgusting;
(v) depicts or suggests presently occurring illegal activity, including, e.g., illicit drug use or underage drinking;
(vi) includes unlicensed proprietary content of a third party, including, e.g., third-party content protected by copyright or trademark for which you do not have a license;
(vii) breaches any duty of confidentiality you may have to a third party (e.g., discloses private information about a third party without consent); or
(viii) is contrary to the Agreement, including Z57’s rules and policies.

Z57 MAY SUSPEND OR TERMINATE YOUR ACCOUNT AND YOUR ACCESS TO AND USE OF THE PRODUCT AT ANY TIME IN ITS SOLE DISCRETION FOR ANY BREACH OF THE AGREEMENT BY YOU.

29. As between you and Z57, you will be the owner of, and solely responsible for, the content that you upload or post on your website or use in connection with the Product (including, without limitation, all text, photographs, logos, graphic designs, images, marks, brands, and other content; collectively, “Your Content”). You unconditionally represent and warrant that you own or are properly licensed to use all of Your Content in connection with the website or with the Product, as contemplated by this Agreement.  Z57 is not responsible for verifying your ownership or license rights to Your Content.
30. By uploading or posting You Content or by communicating with Z57, including submitting or sending content to us, you grant Z57 a royalty-free, unrestricted, world-wide, perpetual, irrevocable, non-exclusive, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such content (in whole or part) in order to communicate with you, to process your requests and transactions, and to provide the Product.
31. In the course of using the Product, you may collect and receive data and other information about or from end users of your website, including personal information. You agree to treat such information in compliance with the Z57 Privacy Policy and any other applicable privacy policies. You will maintain such information securely, using reasonable technical means to prevent the unauthorized access, use, or disclosure of such information.
32. As disclosed in the Z57 Privacy Policy, some of the services offered by Z57 to end users on your website or otherwise through the Product may involve the disclosure of end user information to third parties.

Intellectual Property Infringement 

33. We expect you to respect the intellectual property rights of others. We may remove material that appears in our sole discretion to infringe upon the intellectual property rights of others. If you believe a work protected by a U.S. copyright you own has been posted on the Product without authorization, you may notify our copyright agent, and provide the following information:

(a) a physical or electronic signature of the person authorized to act on behalf of the copyright owner;
(b) identification of the copyrighted work or works claimed to have been infringed;
(c) a detailed description of the material you claim is infringing, together with information sufficient to enable us to locate it, including the URL or other description of where the infringing material appears;  (d) your name, mailing address, telephone number and e-mail address;
(e) a statement by you that you believe in good faith that the copyrighted material identified is being used in a manner that is not authorized by the copyright owner, its agent or the law; and
(f) a statement by you that the above information is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of the copyright allegedly infringed.

To notify Z57 of a claimed copyright infringement, please contact:

Postal Address: ATTN: Z57 DMCA Complaint 10045 Mesa Rim Rd Suite 3 San Diego, CA 92121
Email: dmca@z57.com 

Indemnification

34. YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD HARMLESS Z57, ITS PARENTS, SUBSIDIARIES, AND AFFILIATES, AND ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, PARTNERS, EMPLOYEES, AGENTS, OTHER CONTRACTORS, SUCCESSORS, AND ASSIGNS (“Z57 INDEMNITEES”) FROM AND AGAINST ALL CLAIMS, DEMANDS, LAWSUITS, DAMAGES, LIABILITIES, LOSSES, FINES, COSTS, OR EXPENSES (INCLUDING, BUT NOT LIMITED TO, REASONABLE FEES AND DISBURSEMENTS OF COUNSEL AND COURT COSTS), JUDGMENTS, SETTLEMENTS, AND PENALTIES OF EVERY KIND (“LOSSES”) ARISING FROM OR RELATING TO ANY VIOLATION OF THIS AGREEMENT BY YOU AND ANY ACT OR OMISSION BY YOU RELATING TO YOUR USE OF THE PRODUCT. SPECIFICALLY, AND WITHOUT LIMITATION, YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS THE Z57 INDEMNITEES FROM AND AGAINST ANY AND ALL LOSSES ARISING FROM: (1) YOUR CONTENT, INCLUDING ANY CLAIMS OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OR RIGHTS OF PRIVACY OR PUBLICITY, AND (2) YOUR USE OR MISUSE OF ANY INFORMATION ABOUT END USERS OF YOUR WEBSITE, INCLUDING ANY UNAUTHORIZED ACCESS, USE, OR DISCLOSURE OF SUCH INFORMATION.

Limitation of Liability

35. Z57 has no control over and is not responsible for the content of sites that you may choose to link from your websites. Z57 assumes no responsibility for the content of a site your site links to or if a site that you choose to link to has inaccurate data, goes offline, or does not allow linking to it for any reason.  You are independently responsible for the accuracy of Your Content and all content posted on your website, including, without limitation, phone numbers, e-mail, and other contact information.

36. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL Z57 OR ANY OF ITS AFFILIATES OR SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, OTHER CONTRACTORS, SUCCESSORS, OR ASSIGNEES) BE LIABLE TO YOU OR ANY OF YOUR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, OTHER CONTRACTORS, SUCCESSORS, OR ASSIGNEES, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), NOR FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, INTERRUPTION IN USE OR AVAILABILITY OF DATA (INCLUDING NETWORK OUTAGES DUE TO, WITHOUT LIMITATION, HUMAN ERROR, HARDWARE FAILURE, SOFTWARE FAILURE, OR TELEPHONE COMPANY OR ISP OUTAGES), LOSS OF USE OF MONEY OR USE OF PRODUCTS, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS ENSUING FROM OR IN CONNECTION WITH (A) THE PRODUCT; (B) ANY PRODUCTS AND SERVICES OFFERED THROUGH THE PRODUCT; OR (C) ANY ACTS OR OMISSIONS OF USERS USING THE PRODUCT, EVEN IF Z57 OR ANY OF ITS AFFILIATES OR SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
37. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “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.”
38. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF Z57 AND ITS AFFILIATES AND SUPPLIERS (INCLUDING ANY OF ITS OR THEIR PARTNERS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, AND ASSIGNEES) TO YOU EXCEED THE GREATER OF (A) THE AMOUNT OF FEES PAID OR PAYABLE TO Z57 BY YOU UNDER THIS AGREEMENT, AND (B) ONE HUNDRED U.S. DOLLARS ($100). THIS LIMITATION ON THE AMOUNT OF LIABILITY SHALL APPLY WHETHER A CLAIM OR LIABILITY ARISES IN CONTRACT, EQUITY, TORT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, AND STRICT LIABILITY IN TORT), AND EVEN IF Z57 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR LIABILITY. THIS LIMITATION SHALL SPECIFICALLY SURVIVE A FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDIES THAT MAY BE PROVIDED IN THIS AGREEMENT.

Third Party Properties

39. Z57 and/or the Product may, from time to time, may refer you to physical venues, geographical sites, websites on the Internet, and/or products or services that are owned, under the control of, or maintained by a third party that is not Z57 (“Third Party Properties”). Unless otherwise indicated, such references do not constitute an affiliation with or specific endorsement by Z57 of any such Third Party Properties. You acknowledge that Z57 is providing any references to such Third Party Properties to you solely as a convenience to you, and you agree that Z57 is not responsible for any injury, harm, damages, or negative experience you may encounter by accessing, visiting, or using such Third Party Properties.  Z57 does not make any representations about any Third Party Properties.  Additional third-party terms and conditions may apply to your access to or visit or use of Third Party Properties.  Please review any such additional third-party terms and conditions carefully.  You are responsible for complying with any terms of use, license terms and restrictions, and other conditions imposed by third-party service providers.  If you elect to purchase such products or services, you must look solely to the third party with respect to service and warranty claims.
40. Z57 is not responsible for any changes made by social media companies. By choosing to use their products, you are subject to their own terms and conditions, including their privacy policies.

Fees and Billing 

41. The credit card you provide to Z57 will be automatically billed monthly for all charges associated with your account.
42. If your credit card expires, and you don’t provide Z57 an updated expiration date, you agree to allow Z57 to extend the expiration date.
43. You will be responsible for applicable monthly service and support fees, which may include fees associated with your website, the Product purchased by you, and additional products and services you may have purchased.
44. With respect to the Property Pulse Product:

(a) Property Pulse Product service and support charges begin accruing upon purchase.
(b) If you are delinquent on a payment, Z57 may disable your login or deactivate your website, without prior notice.

45. With respect to the SEM Product:

(a) You agree to pay a monthly SEM fee as defined on the attached Estimate and you understand and agree that this fee will be billed at the beginning of each service period to your credit card on file.
(b) Payment for the previous month’s service will automatically be charged to your credit card on file.
(c) In the event Z57 is unable to successfully charge your credit card, you will have 10 days to provide an alternate form of payment.  After the 10-day grace period, the SEM Product will be suspended and your traffic program will be paused.  Z57 will not be required to deliver guaranteed traffic for a paused campaign, and you are no longer eligible for a credit for any Shortfall.  You are still responsible for the completion of the SEM Product term, even if Z57 has paused your traffic due to non-payment.

46. Fees are non-refundable; provided, however, that Z57 may review and modify the fees charged and payments made in any transaction, in its sole discretion, based on any complaint or report of special circumstances concerning a transaction.
47. Z57 may make promotional offers with different features and different rates for products and services offered through the Product. These promotional offers, unless made to you, shall have no bearing whatsoever on your access to and use of the Product.

Cancellations

48. You agree to pay any one-time and recurring charges as defined in this Agreement for the length of the term stated on the attached Estimate for each Product you purchase.
49. IF YOU TERMINATE ANY PRODUCT PRIOR TO THE COMPLETION OF AN INITIAL PRODUCT TERM OTHER THAN DUE TO A MATERIAL CHANGE MADE BY US TO THE FUNCTIONALITY OF THE PRODUCT OR TO THIS AGREEMENT, ALL FEES FOR THE FULL PRODUCT TERM WILL BECOME DUE IMMEDIATELY PRIOR TO TERMINATION.
50. Products under contract cannot be downgraded to a less expensive monthly fee until the initial Product term has expired.
51. With respect to the Property Pulse Product: (a) At the end of the initial Product term, the Property Pulse Product shall automatically renew on a month-to-month basis. (b) You may terminate the Property Pulse Product during the month-to-month renewal term upon at least 30 days’ prior notice.  You will be responsible for any charges incurred after your 30-day notice is given, which includes, but is not limited to, monthly website service and support.
52. With respect to the SEM Product:

(a) At the end of the initial SEM Product term, the SEM Product shall automatically renew on a month-to-month basis.
(b) You may terminate the SEM Product during the month-to-month renewal term upon at least 30 days’ prior notice.
(c) Notices not given at least 30 days prior to the end of the current billing cycle will result in cancellation at the end of the following month’s billing period.

53. Termination of one Product does not absolve you from the terms applicable to any other Product. You are still bound by any active contract terms.
54. In order to protect your account, if you wish to cancel your service, you must contact Z57 Client Development via telephone at (800) 899-8148 so that we can authenticate that you are the authorized account user. All cancellation requests must be verbally communicated directly to a Z57 Client Development Representative. An email will be sent to the email address on file to confirm cancellation.

Operation of the Product from the United States of America

55. Access to and use of the Product are unauthorized in any jurisdiction that does not give effect to all provisions of the Agreement, including without limitation this section.
56. By accessing and using the Product, you acknowledge and agree that Z57 controls and operates all parts of the Product from its offices in the United States of America and that the Product is intended for use by users located in the United States of America. Unless expressly stated to the contrary, Z57 makes no representation that the Product is appropriate or will be available for use in other locations. Unless otherwise explicitly stated, all marketing or promotional materials found on or accessible through the Product are solely directed to individuals, companies, or other entities located in the United States of America.  Z57 reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area.  Any offer for any feature, product, or service made on or through the Product is void where prohibited.  If you access or use the Product from outside the United States of America, you are entirely responsible for compliance with applicable local laws and other applicable laws.  You may not use any portion of the Product in violation of applicable export laws and regulations.
57. If you access the Product from outside the United States, you acknowledge and agree that your information may be transferred to and maintained on computers and servers located outside of your state, province, country, or other governmental jurisdiction where the privacy laws may not be as protective as those in your jurisdiction. Your consent to the Agreement followed by your submission of such information represents your agreement to the transfer of such information to the United States and the collection, use, and disclosure of your information in accordance with United States law and the Z57 Privacy Policy.
58. CCPA Obligations

(a)         Z57 will only collect, use, retain, or disclose personal information of California consumers for the Contracted Business Purposes for which you  provide personal information or permit personal information access in accordance with your instructions. “Contracted Business Purposes” means the services and/or products described in this Agreement  for which Z57 receives or accesses personal information. Any terms defined in the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General (“CCPA”), including “personal information” and “business purposes” carry the same meaning in this Section.
(b)         Z57 will not collect, use, retain, disclose, sell, or otherwise make personal information of California consumers available for Z57’s own commercial purposes or in a way that does not comply with the CCPA. If a law requires Z57 to disclose personal information of a California consumer for a purpose unrelated to the Contracted Business Purpose, Z57 will first inform you of the legal requirement and give you an opportunity to object or challenge the requirement, unless the law prohibits such notice.
(c)          Z57 will limit collection, use, retention, and disclosure of personal information of California consumers to activities reasonably necessary and proportionate to achieve the Contracted Business Purposes or another compatible operational purpose.
(d)         Z57 will promptly comply with any request or instruction from you requiring Z57 to provide, amend, transfer, or delete the personal information of California consumers, or to stop, mitigate, or remedy any unauthorized processing.
(e)         If the Contracted Business Purposes require the collection of personal information from California consumers on your behalf, Z57 will provide a CCPA-compliant notice addressing use and collection methods.
(f)          If the CCPA permits, Z57 may aggregate, deidentify, or anonymize personal information of California consumers so it no longer meets the personal information definition, and may use such aggregated, deidentified, or anonymized data for its own research and development purposes. Z57 will not attempt to or actually re-identify any previously aggregated, deidentified, or anonymized data and will contractually prohibit downstream data recipients from attempting to or actually re-identifying such data.

59. Assistance with Your CCPA Obligations

(a)         Z57 will reasonably cooperate and assist you with meeting the your CCPA compliance obligations and responding to CCPA-related inquiries, including providing a template privacy policy for any website hosted by Z57 on your behalf, responding to verifiable consumer requests, taking into account the nature of Z57’s processing and the information available to Z57.  Z57’s provision of a template privacy policy does not constitute and is not a substitute for legal advice.
(b)         Z57 will notify you immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party’s compliance with the CCPA related to the Contracted Business Purposes. Specifically, Z57 will notify you within 15 working days if it receives a verifiable consumer request under the CCPA.

60. No Subcontracting. Z57 will not use a subcontractor to provide the Contracted Business Services.
61. CCPA Warranties

(a)         Both parties will comply with all applicable requirements of the CCPA when collecting, using, retaining, or disclosing personal information of California consumers.
(b)         Z57 warrants that it has no reason to believe any CCPA requirements or restrictions prevent it from providing any of the Contracted Business Purposes or otherwise performing under this Agreement. Z57 will promptly notify you of any changes to the CCPA’s requirements that may adversely affect its performance under the Agreement.

Governing Law

62. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California and the federal laws of the United States of America, without regard to the choice or conflicts of law provisions of any jurisdiction.
63. Any controversy, claim, or dispute arising out of or related to this Agreement (or the interpretation, performance, or breach of this Agreement) or any Product or other product, service, or content provided or made available by Z57 (a “Dispute”) shall be solely and exclusively resolved according to the procedures set forth in this section. If we are unable to resolve any Dispute through informal means, either party may initiate binding arbitration of such Dispute. Except as described in this section, the arbitration shall be initiated and conducted according to the Rules of the American Arbitration Association then in effect (the “Arbitration Rules”).  The arbitration shall be conducted in the County of San Diego, California, before a single neutral arbitrator appointed in accordance with the Arbitration Rules.  The arbitrator’s decision shall be controlled by this Agreement and any other applicable written agreement between us.  No Disputes may be arbitrated on a class or representative basis; arbitration shall decide only the individual Dispute and the arbitrator may not consolidate or join the claims of other persons or parties who may be similarly situated.  The arbitrator shall not have the power to award punitive damages against any party.

64. BY ENTERING INTO THESE TERMS, YOU IRREVOCABLY WAIVE ANY RIGHT YOU MAY HAVE TO JOIN CLAIMS WITH THOSE OF OTHERS IN THE FORM OF A CLASS ACTION OR SIMILAR PROCEDURAL DEVICE. ANY CLAIMS ARISING OUT OF, RELATING TO, OR CONNECTED WITH THESE TERMS MUST BE AS ASSERTED INDIVIDUALLY.
65. If Z57 does take any legal action against you as a result of your violation of the Agreement, Z57 will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Z57. You agree that Z57 will not be liable to you or to any third party for termination of your access to or use of any part of the Product as a result of your breach of the Agreement.

Modifications to this Agreement

66. We may modify the Agreement at any time and in our sole discretion. We will use commercially reasonable efforts to publish to you any revised portion of the Agreement, for example, by publishing the latest version of these terms and conditions at http://www.z57.com/terms-conditions/; through email; and/or by posting a notice in your website’s back office/content management tool (e.g., the Property Pulse Admin Panel). Should you deem any such modification to the Agreement to be unacceptable, you shall stop accessing and using the Product.  All changes to the Agreement shall be effective immediately.  Your continued use of the Product will constitute your acceptance of any change to the Agreement.

Force Majeure

67. In the event Z57’s performance of this Agreement, or any obligation hereunder, is prevented, restricted, or interfered with by reason of acts of God or of the public enemy, acts of the Government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of Z57, Z57 shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction or interference.

Miscellaneous

68. You agree to accept notices delivered via e-mail from Z57 regarding the Product, service, billing, and marketing-related content. Z57 agrees not to release your e-mail address to third parties for solicitation purposes.
69. If any part of the Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect.
70. This Agreement is the complete and exclusive statement regarding the subject matter of the Agreement and supersedes all prior and contemporaneous agreements, understandings, and communications, oral or written, between you and Z57 regarding such subject matter.
71. The waiver of any provision on one occasion will not constitute a waiver of such provision on any other occasion, and any failure to enforce any of the provisions of this Agreement will not constitute a waiver. No waiver of a right or remedy under this Agreement will be binding upon a party unless it is in writing and signed by its authorized representative.
72. This Agreement does not create any agency or partnership relationship.
73. You may not assign this Agreement, in whole or in part, to any other person or entity without the prior written consent of Z57. Any purported assignment lacking such consent will be void at its inception. Z57 may assign this Agreement without your consent, including in connection with a merger, a sale of equity, a sale of assets, or other similar organizational transaction.
74. This Agreement is binding upon and inures to the benefit of the parties and their heirs, executors, legal and personal representatives, successors and permitted assigns, as the case may be.