iMessage API Terms of Service

PLEASE READ THESE TERMS CAREFULLY.

Welcome

Welcome to the ZeroSettle iMessage API Terms of Service (“Terms” or this “Agreement”). These Terms constitute a legal agreement between ZeroSettle (“ZeroSettle” or “we”) and the entity or person (“Customer” or “you” or “User”) who registers for or uses our iMessage API, the dedicated iMessage lines we provide, the operator console, webhooks, documentation, and every related tool and interface (“Services”). By registering for or using our Services, you acknowledge that you are authorized to enter into this Agreement on behalf of yourself or your company; these Terms of Service apply to all Users of the Services. This Agreement supersedes any prior agreements between the parties regarding the Services. Your use of ZeroSettle’s billing and payment products is governed by the ZeroSettle Terms of Service.

BY SELECTING THE “I ACCEPT” BUTTON OR BY ACCESSING, USING, OR AVAILING YOURSELF OF THE SERVICES IN ANY MANNER, YOU AGREE TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MUST NOT ACCESS OR USE ANY ZEROSETTLE SERVICES. THIS AGREEMENT IS LEGALLY BINDING UPON YOUR ACCEPTANCE.

THIS AGREEMENT INCLUDES A MANDATORY ARBITRATION PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. YOU ACKNOWLEDGE AND AGREE THAT YOU AND ZEROSETTLE ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY. YOU FURTHER ACKNOWLEDGE AND AGREE THAT ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.

1. Account Registration and Management

Eligibility. You must be at least eighteen (18) years of age and have the legal capacity to enter into this Agreement. If you register on behalf of a business or other entity, you represent that you are authorized to bind that entity.

Account Information. You agree to provide accurate, complete, and current registration information and to keep it up to date. You are responsible for safeguarding your login credentials, API keys, and webhook secrets, and for all activity that occurs under your account. You must notify us immediately at legal@zerosettle.io if you suspect any unauthorized access to your account or your keys.

Lines. Each iMessage line, including its phone number and associated accounts, is provisioned, owned, and controlled by ZeroSettle and is made available to you for use through the Services for as long as your subscription is active. You acquire no ownership or other property interest in any line, phone number, device, or account.

2. Service Modifications and Termination

Modifications. ZeroSettle may modify, suspend, or discontinue any part of the Services at any time, including features, limits, and supported message types. The Services depend on third-party platforms, including Apple’s iMessage service, that may change without notice, and delivery of any particular message or feature is not guaranteed.

Termination by You. You may stop using the Services and cancel your subscription at any time. Cancellation takes effect at the end of the then-current billing period.

Termination by ZeroSettle. ZeroSettle may suspend or terminate your access to the Services, with or without notice, if you violate this Agreement, if your use poses a legal, security, or deliverability risk to ZeroSettle or other Users, or if required by law or a third-party provider. Upon termination, your right to use the Services ends immediately and any lines assigned to you are reclaimed and may be reassigned.

3. Restrictions during use of the ZeroSettle Services

By using ZeroSettle Services, Users agree to adhere to the following terms to ensure responsible and lawful usage:

• Content Restrictions. Users must not upload, transmit, or distribute content that is defamatory, offensive, intimidating, unlawful, racist, discriminatory, obscene, or otherwise inappropriate or harmful through the Services or otherwise during the communications with third parties.
• Prohibited Activities. Users agree not to engage in any illegal or immoral activities while using any part of the ZeroSettle Services.
• Security. Users must not attempt to breach the security of the Services, including any artificial intelligence (“AI”) features, or access any confidential information pertaining to ZeroSettle, its systems, or other Users.
• Service Limitations. Users must not employ any means to circumvent technological measures implemented to restrict access or usage limits set forth by ZeroSettle, including but not limited to daily new-contact limits and rate limits, or creating multiple accounts to evade restrictions or quotas.
• Non-Disruption. Users are prohibited from using ZeroSettle Services in any manner that could disable, overburden, damage, or impair the service or interfere with any other party’s use of the service, including their ability to engage in real-time activities through the services.
• No Unsolicited Communications. Users must not use ZeroSettle Services to send unsolicited communications, spam, or any messages in violation of applicable laws or in support of unlawful practices.
• No Misrepresentation. Users must not falsely represent themselves or their intentions when using AI chatbots or any other ZeroSettle services. This includes misrepresenting the source of messages or communications sent through ZeroSettle Services.
• Data Accuracy. Users are responsible for ensuring the accuracy of data they input into ZeroSettle Services. ZeroSettle is not responsible for errors, inaccuracies, or the consequences thereof, which arise due to incorrect data provided by the user.

By using ZeroSettle Services, Users agree to abide by all outlined restrictions. If a User is found to have violated any of these restrictions, or there is reasonable suspicion of such violation, ZeroSettle reserves the right to terminate the Services immediately without prior notice. Additionally, ZeroSettle may take any necessary actions to prevent further harm or misuse of its Services. This includes, but is not limited to, suspending User access, reporting activities to relevant authorities, and initiating legal action to address and remedy any damages caused by the User’s actions.

4. Compliance with Legal and Ethical Standards

Users must comply with all applicable laws and regulations when using ZeroSettle Services; Users agree to employ the ethical handling of all Personal Data, which includes avoiding unauthorized use of biometric identification, surveillance, or data extraction. Users also agree to the use of personal information and other data in accordance with ZeroSettle’s Privacy Policy, which is referenced and incorporated into this agreement.

• Safety and Rights Preservation. The use of ZeroSettle services must not endanger the safety, well-being, or legal rights of individuals. This encompasses: (i) avoiding the delivery or automation of critical advice in legal, health, or financial domains without supervision by qualified professionals and explicit disclosure of AI involvement and its limitations; (ii) prohibiting automated decisions in high-stakes areas such as criminal justice or critical infrastructure that affect fundamental rights; (iii) forbidding activities that could lead to financial instability, such as gambling or high-interest lending; (iv) refraining from using the services for political campaigning or manipulating democratic processes; (v) other restricted actions based on applicable law.
• Prevention of Misuse and Deception. ZeroSettle services must not be used to deceive or mislead. This includes: (i) not producing or spreading disinformation or engaging in fake digital interactions; (ii) avoiding impersonation of individuals or entities without authorization; prohibiting dishonesty; (iii) requiring transparent disclosure of AI interaction in systems like chatbots, unless it is contextually evident.
• Content Appropriateness. Users are required to ensure that the content delivered through ZeroSettle services is suitable for all audiences, including minors, and restrict sexually explicit content to legitimate educational or scientific purposes.
• Implementation of Safe Practices. Users are required to implement robust measures to monitor and regulate the usage of ZeroSettle services to prevent any misuse that could cause harm to society, individuals, or operational integrity.

5. Consent to Integration of ZeroSettle Services

By connecting the Services to your applications, systems, CRM, or other software, including through the API and webhooks, you consent to ZeroSettle sending and receiving messages, delivery and read receipts, typing indicators, attachments, contact names and photos, and related metadata on your behalf, and to delivering inbound events to the endpoints you configure. You are responsible for securing your endpoints, verifying webhook signatures, and for any action your systems take in response to data received from the Services.

Third-Party Platforms. ZeroSettle is not affiliated with, endorsed by, or sponsored by Apple Inc. Apple, iMessage, iPhone, and related marks are the property of Apple Inc. Messages are carried over Apple’s iMessage service, and ZeroSettle makes no representation that any use of the Services complies with any Apple agreement, policy, or guideline. ZeroSettle is not responsible for any action Apple or any carrier takes with respect to a line, account, phone number, or message, including restriction, suspension, or non-delivery.

6. Fees and Payment Terms

• Fees and Payment Obligations. All fees associated with the Services provided by ZeroSettle (“Fees”) are presented at checkout, detailed in the applicable Order Form, or are otherwise agreed in writing between the parties; any Fees paid are non-cancellable and non-refundable. The User agrees to fulfill payment obligations as presented at checkout or outlined in the applicable Order Form, if any, and any subsequent agreements. All additional charges, taxes, and fees incurred in relation to the provision of the Services are also the responsibility of the Customer and are subject to the same payment terms.
• Invoicing and Payment Procedures. Fees for Services provided by ZeroSettle are payable in advance and must align with the commencement of the subscription term. Subscriptions renew automatically until cancelled, and you authorize ZeroSettle and its payment processor to charge your payment method on each renewal. All payments must be made in United States dollars unless otherwise specified. All fees are non-refundable and non-cancellable.
• Phone Numbers. Phone numbers assigned to your lines remain the property of ZeroSettle. Once a subscription is no longer active, the number is reclaimed and may be reassigned or returned to its provider.
• Taxes. The Customer shall bear all financial responsibilities for sales, use, service, value-added, consumption, and any other applicable taxes or duties associated with their purchase of Services under this Agreement.

7. Output Accuracy and Reliability

Outputs of the Services, including any AI-generated content, message status, delivery and read receipts, typing indicators, and contact information, may be delayed, incomplete, or inaccurate. Delivery of a message does not guarantee that it was read, and the absence of a receipt does not mean a message was not delivered. You are responsible for reviewing outputs before relying on them and for any decision you make based on them.

8. Relationship of the Parties

Nothing in these Terms is intended to, nor shall it be construed to, create any partnership, joint venture, employer-employee, or agency relationship between ZeroSettle and you. Each party remains an independent contractor in its performance under these Terms. The services provided by ZeroSettle are delivered under terms that strictly limit ZeroSettle’s obligations to conduct stipulated by this agreement and any applicable Order Form.

9. Waivers

Conduct by either party or a failure to enforce rights under this Agreement does not amount to a waiver of such rights. Any waiver must be explicit and in writing, signed by an authorized representative of the party waiving its rights. Unless stated differently in the applicable agreement between the parties, no terms stated in any Order Form or other business documentation issued by the Customer will override or alter the terms of this Agreement.

10. Intellectual Property Rights and Ownership

• Ownership of ZeroSettle Services. ZeroSettle retains all rights, title, and interest in and to its services, including any and all intellectual property rights that are embodied in or associated with the ZeroSettle services. This encompasses all related software, technologies, and documentation, as well as trademarks, service marks, and patents (both registered and unregistered). ZeroSettle also holds rights to data generated by its systems, which includes, but is not limited to, aggregated and anonymized usage data, system logs, and metadata necessary for providing support and development of its services.
• Customer Data Ownership. To the extent permitted by applicable law, you retain ownership of any data, content, or materials that you provide or input into the ZeroSettle services (“Customer Data”). You warrant that you have the legal right to use and share this Customer Data with ZeroSettle and that doing so does not infringe on any third party’s rights. You are solely responsible for ensuring the legality of these inputs and assume all risks arising from their use within the ZeroSettle services.
• Use of Outputs. Subject to your adherence to the terms set forth herein, ZeroSettle grants you the rights to use and employ the outputs generated from ZeroSettle services (“Outputs”) in your operations. These Outputs may be influenced by proprietary algorithms and, as such, could be subject to certain third-party rights. Outputs provided are unique to your inputs but may bear similarities to Outputs provided to other customers due to the nature of the technology.
• Improvement and Development. ZeroSettle may use Customer Data and interactions with its services to develop and improve its systems and offerings. This usage helps enhance service functionality and effectiveness, ensuring that future updates and enhancements cater more effectively to user needs. ZeroSettle commits to handling all data used in this context in accordance with applicable privacy laws and its own data protection policies.
• Feedback License. Any feedback, suggestions, or improvements you provide regarding the ZeroSettle services may be used by ZeroSettle to enhance and modify its offerings. By submitting such feedback, you grant ZeroSettle an irrevocable, perpetual, royalty-free license to use, modify, and incorporate such feedback into its services. ZeroSettle may also sublicense these rights to others without restriction.
• Integration of Third-Party Components. ZeroSettle services may incorporate or interact with third-party software or components. Your use of ZeroSettle services constitutes your agreement to comply with the terms associated with these third-party components. ZeroSettle makes no representations or warranties regarding the functionality, quality, or performance of third-party software or components. Users acknowledge that issues arising from the use of third-party services are the responsibility of the respective third-party providers and should not be attributed to ZeroSettle. ZeroSettle expressly disclaims any liability for any failure, non-performance, or other impacts caused by third-party services, and such issues shall not affect or create any liability for ZeroSettle.

11. Confidential Information

Confidential Information refers to any data, information, or material provided or accessible to the Customer in connection with the use of ZeroSettle’s services that is not generally known to the public, including but not limited to: technical processes, product designs, business operations, pricing details, marketing materials, and customer information. Customers agree to:

1. Use Confidential Information solely for the purpose of using the services provided by ZeroSettle as outlined in these Terms.
2. Maintain the confidentiality of all Confidential Information with at least the same degree of care that it uses to protect its own confidential and proprietary information, but in no case less than a reasonable standard of care.
3. Restrict disclosure of Confidential Information to employees, contractors, or agents who need to know such information in connection with the customer’s use of ZeroSettle’s services and who are bound by confidentiality obligations at least as restrictive as those contained herein.

• Prohibition on Disclosure. Customers shall not disclose, publish, or disseminate any Confidential Information to any third party without the prior written consent of ZeroSettle. In the event that the customer is legally compelled by governmental or judicial order to disclose Confidential Information, the customer must provide ZeroSettle with prompt written notice and sufficient opportunity to seek a protective order or equivalent measures to safeguard ZeroSettle’s interests.
• Data Protection and Privacy. Customers are responsible for ensuring that their use of ZeroSettle’s services complies with all applicable data protection laws and regulations, including those relating to the collection, processing, and storage of personal data. Customers must implement appropriate technical and organizational measures to secure and protect data processed through the use of ZeroSettle’s services against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure.
• Return or Destruction of Materials. Upon the termination of the services or at ZeroSettle’s request, customers agree to promptly return or destroy all materials containing Confidential Information. Customers must also delete all digital copies of such materials unless legally obligated to retain a copy. Customers must certify in writing to ZeroSettle that they have complied with these requirements.
• Liability for Breach. Any breach of these confidentiality and data protection provisions may result in immediate termination of the customer’s access to ZeroSettle’s services and may expose the customer to legal action by ZeroSettle for damages and enforcement of compliance.

12. User-Generated Content and Service Interaction

• Content Ownership and Rights. As a User of ZeroSettle’s services, you maintain any intellectual property rights you have in the content you create, upload, or share through our services. Ownership rights of your content remain yours.
• Licensing of Content to ZeroSettle. By submitting, uploading, or sharing content via our services, you grant ZeroSettle and its partners a global license to host, use, reproduce, modify, create derivative works, communicate, publish, publicly display, and distribute your content. This license is exclusively for the purposes of operating, promoting, enhancing our services, and developing new ones.
• Responsibility for User-Generated Content. You bear full responsibility for the content you submit to or generate through ZeroSettle’s services. ZeroSettle does not oversee user-generated content and, therefore, cannot guarantee its accuracy, integrity, or quality. ZeroSettle is not liable for any content that is uploaded, posted, or otherwise made available through the services, including any errors, inaccuracies, or offensive material within it.
• Content Risks and Evaluations. You are responsible for evaluating and bearing all risks associated with the use of any content accessible through ZeroSettle’s services, including reliance on the accuracy, completeness, or utility of such content. You should not assume the content created or disseminated by our services is reliable or accurate for your needs.
• Content Preservation and Disclosure. ZeroSettle reserves the right to store and preserve content provided by users according to our operational policies and legal obligations. ZeroSettle may also disclose user content if such disclosure is necessitated by law, to comply with legal processes, or to enforce these Terms.

13. Compliance and Client Responsibility

• Affirmative Consent Requirements. Customers must secure explicit consent (“opt-in”) from end users prior to initiating any engagements through ZeroSettle’s services. ZeroSettle assumes that all Customers comply fully with this requirement. Engagements with end users who have not provided consent or have revoked consent (“opted-out”) constitute a significant breach of these Terms and may violate applicable laws.
• Bulk Marketing and Spam Prohibition. Customer agrees not to use the Services for bulk SMS or iMessage marketing, spam, unsolicited messaging, or any similar high-volume or abusive outreach of any kind.
• Liability and Indemnification. Should any violation of the consent or opt-out clauses occur, the Customer agrees to indemnify, defend, and hold harmless ZeroSettle, to the fullest extent, from any resulting claims, liabilities, fines, penalties, and legal costs. ZeroSettle reserves the right to suspend or terminate service access if customer actions potentially or actually cause ZeroSettle to breach legal or regulatory standards.
• Monitoring and Compliance Audits. ZeroSettle is not obligated to monitor customer compliance actively but reserves the right to conduct compliance reviews. ZeroSettle may request evidence of compliance, and failure to provide such evidence or demonstrate compliance may lead to service suspension or termination.
• Customer’s Legal Compliance. The customer acknowledges that it is their sole responsibility to remain informed and compliant with all laws applicable to their communications with end users, including but not limited to data privacy laws and regulations concerning AI use. ZeroSettle’s provision of services and guidelines is designed to support compliance but does not absolve the customer of their legal responsibilities.
• Engagement Privacy Disclaimer. The Customer understands that engagements and content disseminated through the Services and Platform may not be encrypted and that ZeroSettle cannot guarantee communication privacy. ZeroSettle disclaims liability for any privacy or security breaches and makes no warranties in connection therewith.
• Protected Health Information (PHI). Customer agrees not to use the Services to create, receive, maintain, or transmit Protected Health Information (“PHI”), as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), unless Customer has executed a valid Business Associate Agreement (“BAA”) with ZeroSettle. Any use of the Services involving PHI without such a BAA is strictly prohibited.

14. Disclaimer of Warranties

• General Disclaimer. ZeroSettle provides its services on an “as is” and “as available” basis without any warranties of any kind, either express or implied. Except as expressly stated herein, ZeroSettle disclaims all warranties and conditions, either legal, express, or implied, arising from statute, course of dealing, usage of trade, or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
• No Endorsement. ZeroSettle does not warrant that the services will meet your requirements or that their operation will be uninterrupted or error-free. ZeroSettle expressly disclaims any representation or warranty regarding the performance, availability, functionality, or any other aspect of the services.
• No Warranty on Accuracy. ZeroSettle makes no representations about the suitability, reliability, availability, timeliness, or accuracy of the information, software, products, services, and related graphics contained within the services for any purpose. Any reliance you place on such information is strictly at your own risk.

15. Not Responsible for Data

ZeroSettle disclaims all responsibility for the accuracy, completeness, legality, reliability, or operability of information, content, or materials on the services. ZeroSettle also disclaims all responsibility for the deletion, failure to store, misdelivery, or untimely delivery of any information or material.

• No Liability for Harm. ZeroSettle shall not be responsible for any harm resulting from downloading or accessing any information or material through the Services, including but not limited to, for harm caused by viruses, worms, Trojan horses, or similar contamination or destructive features. ZeroSettle disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the internet through the services.
• Use at Your Own Risk. You understand and agree that you download or otherwise obtain material or data through the use of the services at your own discretion and risk and that you will be solely responsible for any damages to your computer system or loss of data that results from the download of such material or data.

16. Limitation of Liability and Indemnification

LIMITATION OF LIABILITY. ZEROSETTLE PROVIDES ITS SERVICES WITH A COMMERCIALLY REASONABLE LEVEL OF SKILL AND CARE. HOWEVER, ZEROSETTLE DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, ZEROSETTLE, ITS AFFILIATES, AND THEIR SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. ZEROSETTLE’S TOTAL LIABILITY FOR ALL CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES DURING THE SIX (6) MONTHS BEFORE THE CLAIM.

INDEMNIFICATION. YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS ZEROSETTLE, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FROM AND AGAINST ANY CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS OR DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM: (i) YOUR USE OF AND ACCESS TO THE ZEROSETTLE SERVICES; (ii) YOUR VIOLATION OF ANY TERM OF THIS AGREEMENT; (iii) YOUR VIOLATION OF ANY THIRD PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY, OR PRIVACY RIGHT; AND (iv) ANY CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD PARTY.

COMPLIANCE AND MONITORING. ZEROSETTLE DOES NOT MONITOR CONTENT GENERATED OR DISSEMINATED THROUGH ITS SERVICES. YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS. YOU MUST USE THE ZEROSETTLE SERVICES LEGALLY, WITHOUT INFRINGING ON ANY INTELLECTUAL PROPERTY RIGHTS AND WITHOUT ENGAGING IN ANY ACTIVITY THAT VIOLATES THIS AGREEMENT OR THE LAW.

EXCLUSION OF LIABILITY FOR CUSTOMER LEGAL VIOLATIONS. UNDER NO CIRCUMSTANCES SHALL ZEROSETTLE BE LIABLE FOR ANY VIOLATION OF APPLICABLE LAW BY THE CUSTOMER, INCLUDING VIOLATIONS OF DATA PRIVACY LAWS, IN THE USE OF THE SERVICES OR THE PLATFORM. ZEROSETTLE PROVIDES THE FUNCTIONALITY OF THE SERVICES WITHOUT MONITORING OR CONTROLLING THE CUSTOMER’S SPECIFIC USAGE OR COMMUNICATIONS.

SERVICE IS PROVIDED “AS-IS.” THE CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY GUARANTEES OF SUCCESS. THE CUSTOMER ACCEPTS THE SERVICES KNOWING THAT THEY MAY NOT MEET ALL EXPECTATIONS OR REQUIREMENTS.

17. Miscellaneous

• Use of Logo. Customer authorizes ZeroSettle to use the Customer’s name and logo on ZeroSettle’s website solely as an indication of the Customer’s business relationship with ZeroSettle.
• Third-Party Websites. ZeroSettle may reference or provide links to third-party websites. ZeroSettle does not review these third-party sites and makes no representations or warranties regarding the content or accuracy of materials on such sites. ZeroSettle is not responsible for the products or services offered by third parties.
• Notices. All notices and communications required or permitted under this Agreement by ZeroSettle to the Customer will be considered properly given on the date they are: (i) posted on ZeroSettle’s website, (ii) emailed to the last recorded email address of the Customer, or (iii) mailed to the last recorded postal address of the Customer. Customer may send notices to ZeroSettle via email at legal@zerosettle.io.
• Entire Agreement. This Agreement constitutes the entire agreement between ZeroSettle and the Customer regarding its subject matter and supersedes all prior agreements and understandings, whether written or oral.
• Use of Terms. The terms “includes,” “including,” and similar terms are deemed to be inclusive and not limiting.
• Governing Law and Arbitration. This Agreement shall be governed by and construed in accordance with the laws of California, without regard to its conflict of law principles. All disputes arising under this Agreement shall be resolved through arbitration in San Francisco, California or by mutual agreement of the parties. The jurisdiction or venue shall not be contested by the parties. This clause does not prevent parties from seeking injunctive relief in any jurisdiction.
• Waiver of Jury Trial. Both parties hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of California or another location mutually agreeable to the parties. An award of arbitration may be confirmed in a court of competent jurisdiction.
• Assignment. The Customer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of ZeroSettle. Any purported assignment or delegation in violation of this section is null and void. ZeroSettle may assign its rights and delegate its obligations under this Agreement at its sole discretion.
• Attorney Fees. In any legal action arising out of this Agreement, the substantially prevailing party is entitled to recover its reasonable attorney’s fees and costs.
• Non-Waiver. Failure by ZeroSettle to enforce any rights under this Agreement shall not be construed as a waiver of those rights or any other rights under this Agreement.
• Severability. If any provision of this Agreement is found by a court to be invalid or unenforceable, it shall not affect the validity or enforceability of the remainder of this Agreement, which shall continue in full force and effect.

If you have any questions about these Terms of Service, please contact us at legal@zerosettle.io.

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