Terms & Conditions
ZyZen Ltd. TERMS OF SERVICE
Effective Date: 02/15/2018
IMPORTANT! THESE TERMS OF SERVICE GOVERN YOUR USE OF THIS SITE, WHICH IS PROVIDED BY ZyZen, Ltd. DBA KOENA (referred to as “US,” “WE,” or “OUR” below). BY ACCESSING THIS SITE, YOU ARE INDICATING YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THESE TERMS OF SERVICE. THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY US AT ANY TIME IN ITS DISCRETION. YOUR USE OF THIS SITE AFTER SUCH CHANGES ARE IMPLEMENTED CONSTITUTES YOUR ACKNOWLEDGMENT AND ACCEPTANCE OF THE CHANGES. PLEASE CONSULT THESE TERMS OF SERVICE REGULARLY.
Charges to your credit card will appear as “KOENA8887774922”
We gladly accept Visa and Mastercard
Please see our return policy for details about returns and refunds.
Access To This Site
YOU MUST BE EIGHTEEN (18) YEARS OF AGE OR OLDER TO ACCESS THIS SITE. IF YOU ARE UNDER EIGHTEEN YEARS OF AGE, YOU ARE NOT PERMITTED TO ACCESS THIS SITE FOR ANY REASON AND YOU MUST EXIT THIS SITE IMMEDIATELY. ASK YOUR PARENT OR GUARDIAN TO ACCESS THIS SITE FOR YOU.
YOU MUST BE OF LEGAL AGE REQUIRED BY THE STATE OR PROVINCE YOU ARE IN TO PURCHASE OUR PRODUCTS. IT IS YOUR RESPONSIBILITY TO KNOW WHETHER YOU ARE LEGALLY ABLE TO PURCHASE OUR PRODUCTS.
To access this site or some of the resources it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on this site will be your correct, current, and complete information. If our Company believes the information you provide is not correct, current, or complete or is an impersonation of someone else, we have the right to refuse you access to this site or any of its resources, to terminate or suspend your access at any time, and delete any comments you have posted, all without prior notice.
IF YOU ARE NOT WILLING TO BE BOUND BY THESE TERMS OF SERVICE, INCLUDING ALL LIMITATIONS CONTAINED HEREIN, YOU MAY NOT ACCESS OR USE THIS SITE. Your use of this site, purchase or use of any of our products constitutes your agreement to these Terms of Service.
License to Use the Site
Subject to your compliance with these Terms of Service, we or our content providers (as applicable) grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Content on this site. This license does not allow you to resell or make any commercial use of the site, its Contents or our products sold through the site; make any derivative use of any of our Content; download, copy, or other use any account information for the benefit of any third party; or use any data mining, robots, or similar data gathering and/or extraction tools. All rights not expressly granted to you in these Terms of Service are reserved and retained by us or our licensors, suppliers, publishers, rightsholders, or other content providers. No Content on, or product sold through, this site may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our prior express written consent. You may not misuse our products or Content. You may use our site only as permitted by law and these Terms of Service. The licenses we have granted you terminate if you do not comply with these Terms of Service.
Restrictions On Use
You may use this site only for the purposes expressly permitted by this site. You may not use this site for any other purpose, including any commercial purpose, without our express prior written consent. For example, you may not (and may not authorize any other party to) (i) co-brand this site, (ii) frame or use framing techniques to enclose any of our or our Content owner’s trademarks, logos, or other proprietary information (including images, text, page layout, or form), (iii) hyperlink to this site, or (iv) use any meta tags or any other “hidden text” using our name or trademarks without the express prior written permission of one of our authorized representatives. For purposes of these Terms of Service, “co-branding” means to display a name, logo, trademark, or other means of attribution or identification of any party in such a manner as is reasonably likely to give a user the impression that associates our product with someone other than us or that such other party has the right to display, publish, or distribute this site or content accessible within this site. You agree to cooperate with our Company in causing any unauthorized co-branding, framing or hyperlinking to cease immediately.
No material from this site may be modified, translated, decompiled, disassembled, broadcast, licensed, sublicensed, transferred, sold, mirrored, framed, exploited, rented, leased, copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way.
The material and content (referred to as the “Content” below) accessible from this site, and any other World Wide Web site owned, operated, licensed, or controlled by us is our proprietary information or the proprietary information of the party that provided the Content to us, and we or the party that provided the Content to us retains all right, title, and interest in the Content. Accordingly, the Content may not be copied, distributed, republished, uploaded, posted, displayed or transmitted in any way without our prior written consent, or unless authorized in writing elsewhere on our site, except that you may print out a copy of the Content solely for your personal use. In doing so, you may not remove or alter, or cause to be removed or altered, any copyright, trademark, trade name, service mark, or any other proprietary notice or legend appearing on any of the Content. Modification or use of the Content except as expressly provided in these Terms of Service violates our intellectual property rights. You do not obtain title or any rights, including but not limited to intellectual property rights, to any of the Content as a result of accessing this site.
This site may be hyperlinked to other sites which are not maintained by, or related to, us. Hyperlinks to such sites are provided as a service to our users and are not sponsored by or affiliated with this site or with us. We have not reviewed such sites and are not responsible for the content of those sites. Hyperlinks are to be accessed at your own risk, and we make no representations or warranties about the content, completeness or accuracy of these hyperlinks or the sites hyperlinked to this site. Further, the inclusion of any hyperlink to a third-party site does not necessarily imply that we endorse that site.
Any statements on this site or any materials or products we distribute or sell have not been evaluated by the Food and Drug Administration (“FDA”). Neither the products nor the ingredients in any of the products available on the site have been approved or endorsed by the FDA or any regulatory agency. The products on the site are not intended to diagnose, treat, cure or prevent any disease. The information on this site or other materials we may provide to you are designed for educational purposes only and are not intended to be a substitute for informed medical advice or care. This information should not be used to diagnose or treat any health problems or illnesses without consulting a doctor. If you are pregnant, nursing, taking medication, or have a medical condition, we suggest consulting with a physician before using any of our products.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for the reconstruction of any lost data. We do not assume any responsibility or risk for your use of the Internet. The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices we have provided. Investors, borrowers, and other persons should use the Content in the same manner as any other educational medium and should not rely on the Content to the exclusion of their own judgment. Information obtained by using this site is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CONTENT IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, OR STATUTORY. WE HEREBY DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. We make no warranty, express or implied, that the site or any services, products, or information obtained on or through the site will meet your requirements or will be uninterrupted, timely, secure, or error free, that defects will be corrected, or that this site or the server that makes it available are free of viruses or other harmful components. We do not warrant or make any representation regarding use, or the result of use, of the Content in terms of accuracy, reliability, or otherwise. The Content may include technical inaccuracies or typographical errors, and we may make changes or improvements at any time. YOU, AND NOT US, ASSUME THE ENTIRE COST OF ALL SERVICING, REPAIR, OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. WE MAKE NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND WE DO NOT ASSUME ANY LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN THE CONTENT. All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and we do not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer, accurate or complete.
By logging in on this site as a Realm of Caring client, you hereby authorize the sharing of your product purchasing history with the Realm of Caring for the purpose of greater client assistance and statistical analysis.
Limitation On Liability
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF US AND OUR SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS, TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE LESSER OF $100 OR THE AMOUNT YOU HAVE PAID TO COMPANY FOR THE APPLICABLE CONTENT, PRODUCT OR SERVICE OUT OF WHICH LIABILITY AROSE.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You will indemnify and hold us and our subsidiaries, affiliates, licensors, content providers, service providers, employees, agents, officers, directors, and contractors (collectively, the “Indemnified Parties”) harmless from any breach of these Terms of Service by you, including any use of Content other than as expressly authorized in these Terms of Service. You agree that the Indemnified Parties will have no liability in connection with any such breach or unauthorized use, and you agree to indemnify any and all resulting loss, damages, judgments, awards, costs, expenses, attorney’s fees and expert witness fees of the Indemnified Parties in connection therewith. You will also indemnify and hold the Indemnified Parties harmless from and against any claims brought by third parties arising out of your use of the information accessed from this site.
Trademarks and Copyrights
Trademarks, service marks, logos, graphics, images, HTML, codes, multimedia clips, Java codes, button icons, banners and software appearing in this site are our property or the property of the party that provided the trademarks, service marks, logos or copyrighted material to us. We, and any party that provided any of the foregoing to us, retain all rights with respect to any of our or their respective trademarks, service marks, logos and copyrighted material appearing in this site. Our trademarks and trade dress may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us.
Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your copyrighted work has been used or displayed on our website in a way that constitutes copyright infringement, please report the alleged infringements by completing the following steps and by notifying our Designated Agent listed below. Pursuant to Title 17, United States Code, Section 512(c)(2), all notifications of claimed copyright infringement should be sent ONLY to our Designated Agent.
The Notification of Claimed Infringement must include the following:
(1) An electronic or physical signature of the owner or of the person authorized to act on behalf of the owner of the copyright interest;
(2) Identification of the copyrighted work (or works) that you claim has been infringed;
(3) A description and identification of the material that you claim is infringing, and the location where the original or an authorized copy of the copyrighted work exists (for example, the URL of the page of the website where it is lawfully posted; the name, edition and pages of a book from which an excerpt was copied, etc.);
(4) A clear description of where the infringing material is located on our site, including as applicable its URL, so that we can locate the material;
(5) Your contact information, including your name, address, telephone number, and e-mail address;
(6) A statement that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
(7) A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Information You May Not Post, Publish, etc.
You may not post, send, submit, publish, or transmit in connection with this site any material that:
- you do not have the right to post, including proprietary material of any third party;
- advocates illegal activity or discusses an intent to commit an illegal act;
- is vulgar, obscene, pornographic, or indecent;
- does not pertain directly to this site;
- threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
- seeks to exploit or harm any person by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
violates any law or may be considered to violate any law;
impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content; advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
solicits funds, advertisers or sponsors;
includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
disrupts the normal flow of dialogue, causes a screen to scroll faster than other users are able to type, or otherwise act in a way which affects the ability of other people to engage in real time activities via this site;
- includes MP3 format files;
amounts to a ‘pyramid’ or similar scheme;
disobeys any policy or regulations established from time to time regarding use of this site or any networks connected to this site; or
contains hyperlinks to other sites that contain content that falls within the descriptions set forth above.
Although under no obligation to do so, we reserve the right to monitor use of this site to determine compliance with these Terms of Service, as well the right to remove or refuse any information for any reason. Notwithstanding these rights, you remain solely responsible for the content of your Submissions. You acknowledge and agree that neither we nor any third party that provides Content to us will assume or have any liability for any action or inaction by us or such third party with respect to any Submission.
Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any) and you agree to accept responsibility for all activities that occur under your account or password. We have the right to monitor your password and, at our discretion, require you to change it. If you use a password that we consider insecure, we will have the right to require the password to be changed and/or terminate your account. You are prohibited from using any services or facilities provided in connection with this site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, we have the right to release your details to system administrators at other sites in order to assist them in resolving security incidents. We reserve the right to investigate suspected violations of these Terms of Service, and we reserve the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity of anyone posting any Content that is believed to violate these Terms of Service. BY ACCEPTING THESE TERMS OF SERVICE YOU WAIVE AND HOLD US AND OUR SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY US DURING OR AS A RESULT OF OUR INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY US OR OTHERS, INCLUDING LAW ENFORCEMENT AUTHORITIES.
This Affiliate Agreement (this Agreement) contains all of the terms and conditions between ZyZen, Ltd. (DBA KOENA) and the individual or organization (the “Affiliate”) participating in the KOENA Affiliate Program (the “Program”).
In this Agreement, “we” and “us” means ZyZen, Ltd. dba KOENA, and “You” means the Affiliate participating in the Program. “MyKOENA.com’s Web Site” or “Our Site” means the Web site located at http://www.MyKOENA.com.
- Compliance with Agreement:
It is within KOENA’S sole discretion as to whether you have violated the terms of this Agreement. KOENA reserves the right to refuse anyone to become an Affiliate. KOENA may also, in its sole discretion, prohibit any end user from using the Services. You acknowledge and agree that customers who utilize the MyKOENA.com site must agree to KOENA’S standard terms and conditions for use of the Services. KOENA will fully cooperate with law enforcement authorities in investigating suspected lawbreakers, and reserves the right to report to such authorities any suspect activity it becomes aware of. You agree to report any violations of this Agreement by other persons to KOENA to abuse@MyKOENA.com
- Payments of Commissions by ZyZen, Ltd. (dba KOENA):
Affiliate commissions are paid on product sales. Affiliates earn commissions on the purchase price after all applicable discounts, codes, sales, specials, and promotions have been applied. Commissions do not apply to shipping fees or taxes.
Commissions are paid on the life-time purchases of referrals as long as the Affiliate maintains an Active status (see Status below).
Affiliates are NOT distributors. Affiliates are not responsible for ordering, transporting, storing, or delivering KOENA products.
Commissions shall be paid once per month, via direct deposit. Commissions are paid at the following rate: 10% for direct referrals (individuals that sign up using your code); 5% on indirect referrals (individuals that made purchases using the affiliate code of someone you referred). Commissions are not paid on refunded purchases.
To qualify for a commission payment on a referral purchase, the affiliate must have an Active status. Failure to complete required documentation (including W9s, Terms of Agreement, etc.) or other mandatory requirements, will result in a change of status to Inactive. Affiliates with an Inactive status will not be eligible for commissions until their status is reactivated. Unpaid commissions due to Inactive status are not eligible for repayment.
- Calculation of Commissions:
All affiliate commissions are calculated using the WooCommerce affiliate system. This system tracks all purchases made with affiliate codes at http://www.MyKOENA.com. All commissions are calculated pursuant to the KOENA Affiliate Compensation Plan.
- Performance Statistics:
KOENA provides Affiliates monthly statistics on their current commissions (commissions within current commission cycle), as well as their YTD (Year To Date) and Lifetime commissions.
- Effect of Customer Chargebacks on Affiliate Commissions:
If a referral disputes his or her credit card charge, the commission amount based on the disputed charge will be debited from the Affiliates account.
- Affiliate Responsibilities:
You understand and agree that violation of any of the following conditions shall result in the forfeiture of any accrued commissions and immediate termination of the your account:
- a) Unsolicited e-mail:
You shall not use Unsolicited Commercial E-mail (UCE), referred to as Spam, or any form of unsolicited e-mail to promote any of the Services associated with KOENA. Spam means unsolicited e-mail sent to persons with whom you have no relationship and/or who have not requested your information.
- b) Inappropriate Content:
You may not link to MyKOENA.com from any website, or social media platform, which contains content that is slanderous, libelous, threatening, pornographic, obscene and or infringing that could give rise to any civil or criminal liability.
- c) Unapproved Product Claims:
You will not make clinical claims regarding KOENA products outside of what is stated on the MyKOENA.com website, or in other KOENA approved marketing or educational materials. Personal product testimonials are permitted and encouraged.
- d) Unapproved Earnings Claims:
You will not make promises, guarantees, or claims of any kind, regarding the financial earning potential of the KOENA affiliate program. You may, and are encouraged, to share your own experiences, and those of other KOENA affiliates. You may share various earning scenarios for illustrative purposes, however, it should always be clear that there is no guarantee what the individual will earn, regardless of effort.
- e) Unapproved Production:
You will not produce marketing material, banners, signs, or similar materials without the written consent of KOENA. You will use only the materials provided by KOENA (digital and physical) to promote KOENA’s products and services.
- f) Unapproved Resell:
You will not resell KOENA products, including full size or sample size. All KOENA purchases must be conducted using the MyKOENA.com website.
- Use of MyKOENA Intellectual Property and Content:
You are granted a limited, non-exclusive license to use selected images, logos, trade names, trademarks, copyrighted material and similar identifying material relating to us (collectively, the “Licensed Materials”) as provided by KOENA solely to advertise or market our Services. All of the material on the MyKOENA.com site, including text, graphics, and other illustrations (Content) is the property of ZyZen Ltd. dba KOENA.
You may not sell, reproduce, distribute, copy, duplicate, resell, modify, display, prepare derivative works based on, repost, exploit for any commercial purpose, or otherwise use any of the Content in any way for any public or commercial purpose without prior written consent of KOENA. You may not use the Content on any other web site or in a networked computer environment for any purpose. If you violate any of these terms, your permission to use the Content will automatically terminate, you must immediately destroy any copies you have made of the Content, and we may end your authorization to participate in the Program.
KOENA retains all rights to its Licensed Materials (and any intellectual property embodied by the Licensed Materials) at all times. Any other use is strictly prohibited, including use of the Licensed Materials in any manner that is disparaging or that otherwise portrays KOENA in a negative light. Determination of what is and is not acceptable use is at the sole discretion of KOENA. You may not alter, modify or change the Licensed Materials in any way. We, in our sole discretion, may revoke your license at any time, with or without cause and in our sole discretion, by giving you notice. The license granted herein should not be construed as granting any ownership rights in the Licensed Materials to the respective licensee thereof, all of which rights will remain the property of ZyZen Ltd. dba KOENA. Upon the effective date of the expiration or termination of this Agreement, the license granted herein will expire, You agree to cease using such Licensed Materials, and you agree to cease using all such Licensed Materials.
You may not resell any portion of the Service to any other party except to end users of such Services
- Term of the Agreement:
The Term of this Agreement shall become effective upon acceptance of the Affiliate Terms submitted by You through the Registration Process. Either You or KOENA may terminate this Agreement at any time, for any reason or no reason, by giving the other party written notice of termination. You are only eligible to earn commissions on referrals occurring during the term of this Agreement, and commissions earned through the date of termination will remain payable excluding amounts due to credit card fraud, chargebacks, refunds and bad debts and credits for canceled services. KOENA may withhold your final payment, or a portion thereof, for a reasonable time to ensure that the correct amount is paid.
- Modification of Agreement:
ZyZen Ltd. dba KOENA may modify any of the terms and conditions contained in this Agreement, at any time and in its sole discretion, by posting a change notice or a new Agreement on this Site. You will be notified of any such change through an e-mail before a change is made. Modifications may include, but are not limited to, changes in the scope of available commissions, payment procedures and terms and conditions of the Affiliate Program. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT AS PROVIDED IN PARAGRAPH 10. IN THE EVENT YOU OBJECT TO A CHANGE, THE CHANGES THAT WERE ANNOUNCED WILL NEVERTHELESS BECOME EFFECTIVE UNLESS WE AGREE, IN WRITING, TO THE CONTRARY. YOUR CONTINUED PARTICIPATION IN THE AFFILIATE PROGRAM BY FAILURE TO TERMINATE THIS AGREEMENT FOLLOWING THE POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE MYKOENA.COM SITE WILL CONSTITUTE BINDING ACCEPTANCE OF SUCH CHANGE OR NEW AGREEMENT.
- Relationship of Parties:
You and KOENA are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. You have no authority to make or accept any offers or representations on KOENA’s behalf.
WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR WITH RESPECT TO THE SERVICES SOLD THROUGH THE PROGRAM (INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY OR NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING OR TRADE USAGE). IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE OR THE PROVISION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, AND IT WILL NOT BE LIABLE IN ANY WAY FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
- Limitation of Liability:
We will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data, arising out of or relating to this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the total referral fees paid or payable to you under this Agreement, or $50, whichever is greater.
You hereby agree to indemnify and hold harmless ZyZen Ltd. dba KOENA, its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, expenses (including reasonable attorneys’ fees, which will include an allocable portion of the expense of such party’s corporate legal department), and costs (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are related to: (i) any claim that your use of the Licensed Materials infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you or on your behalf herein; (iii) the development, operation, maintenance and content of Your Site, and products and services offered from Your Site, or any claim related to Your Site, including, without limitation, content therein not attributable to us; or (iv) any representation or warranty made by You on Your Site or otherwise relating to the Services that exceeds the representations and warranties made by KOENA regarding such Services.
- Independent Investigation:
YOU ACKNOWLEDGE BY PRESSING THE “I ACCEPT” BUTTON BELOW THAT (A) YOU HAVE READ THIS AGREEMENT AND AGREE TO ALL ITS TERMS AND CONDITIONS, (B) YOU UNDERSTAND THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH YOUR SITE, (C) YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THIS AGREEMENT AND (D) YOU ACKNOWLEDGE THAT KOENA HAS MADE NO REPRESENTATION REGARDING THE POSSIBILITY OR AMOUNT OF REFERRAL FEES THAT MAY BE EARNED PURSUANT TO THE PROGRAM.
- Governing Law:
This Agreement will be governed by the internal laws of the State of California, without regard to the choice of law provisions thereof. Any dispute between the parties arising under this Agreement will be resolved by binding arbitration by an arbitrator to be conducted in Los Angeles, California, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (AAA). The arbitrator shall have the discretion to order that the cost of arbitration, including the arbitrator’s fees, or other costs, and reasonable attorneys’ fees, shall be borne by the losing party. The award of the arbitrator shall be binding and may be entered as a judgment in any court of competent jurisdiction.
- Attorneys’ Fees:
If either of the parties hereto (or any successor thereto) resorts to legal action in order to enforce, defend or interpret any of the terms or the provisions of this Agreement, the prevailing party will be entitled to receive, in addition to such other remedies as will be awarded to it in such legal action, reimbursement from the non-prevailing party for all reasonable attorneys’ fees and all other costs incurred in commencing, maintaining or defending such action (which will include an allocable portion of the expense of such party’s corporate legal department). In addition, the prevailing party will be entitled to recover from the non-prevailing party post-judgment attorneys’ fees incurred in enforcing a judgment against the non-prevailing party.
- Entire Agreement:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications.
- Account deactivation:
A user/reseller account will be deactivated and all credit/commissions forfeited if not used or accessed within a two year period.
All notices under this Agreement shall be in writing and shall be deemed to have been duly given when receipt is electronically confirmed, if transmitted by facsimile or e-mail or upon receipt, if sent by certified or registered mail, return receipt requested. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
U.S. Law Applies
This site is intended for users located in the United States. It is up to you to determine whether accessing this site and purchasing our products are legal where you are. You access this site and purchase our products at your own risk, and you are responsible for compliance with all applicable laws, rules, regulations and treaties.
How To Contact Us
If you have questions or concerns about these Terms of Service, the practices of this site, or if you are interested in reprinting any of the Content of this site, please contact us at firstname.lastname@example.org or by mail at:
ZyZen LLC, DBA KOENA
16625 Redmond Way, Ste M, #292