Last Modified: March 4, 2022

IMPORTANT: PLEASE READ THESE MARKETPLACE TERMS OF SERVICE (“TERMS”) CAREFULLY BEFORE USING THE ZIMBROOM WEBSITE AS A MARKETPLACE TO OFFER YOUR PRODUCTS AND SERVICES FOR SALE. BY CLICKING THE “ACCEPT” “I ACCEPT” OR “I AGREE” BUTTON OR A SIMILAR BUTTON OR FEATURE, OR BY USING THE PROGRAMS, APPLICATIONS, AND/OR SERVICES AVAILABLE ON THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS ON BEHALF OF YOURSELF AND AS AN AUTHORIZED REPRESENTATIVE OF YOUR ORGANIZATION. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT USE THE PROGRAMS, APPLICATIONS, AND/OR SERVICES AVAILBALE ON THE SITE.

1. INTRODUCTION

1.1. Zimbroom LLC, on behalf of itself and its affiliates (“Zimbroom” “us” or “we”), makes available an online marketplace (“Marketplace”) for independent small business owners (“Sellers”) to offers their products and services for sale to users of the Site (collectively “Products and Services”). Zimbroom provides functionality on the Site for Sellers to create their own microsites to sell their Products and Services (each a “Seller Site”). Each Seller Site contains certain information provided by the Seller abouts its Products and Services, including its location(s), phone number(s), products and services, service territory/service area, prices, terms of sale (refund/exchange terms), and Privacy Notice. The Site also provides functionality to enable online purchasing and/or appointment setting, as applicable.
1.2. By using the Site, creating a Seller Site or selling any Products and Services via the Marketplace, Seller accepts these Terms on its own behalf and as the authorized representative of the legal entity that providers the Products and Services. Seller represents it has the complete and full authority to bind that legal entity to these Terms.
1.3. The Site and the Marketplace is hosted in the United States and may only be accessed and used from within the United States. Seller represents and warrants to Zimbroom that Seller has the capacity to enter into a legal agreement, including these Terms, in the United States and each state, county or municipality in which Seller operates Seller’s business or provides its Products and Services (“Seller Territory”). Seller further represents and warrants to Zimbroom that Seller’s use of the Marketplace (including a Seller Site) and its sale of its Products and Services will not violate any applicable law, statute, or regulation in the Seller Territory. If Seller is unable or unwilling to make any of the representations and warranties set forth herein (including the representations and warranties set forth in this paragraph), Seller is not permitted to access or use the Marketplace or a Seller Site.

2. DESCRIPTION OF SERVICES; PRIVACY OBLIGATIONS

2.1. Zimbroom maintains and operates the Site, including all hardware and software therein, to host the Seller Site. In order to access and use a Seller Site, Seller must register with Zimbroom and be assigned a Zimbroom account, provided however, each Seller may only retain, at any time, one such Zimbroom account. When a Seller registers to create a Seller Site, Zimbroom will assign one or more domain (or sub-domain) names to Seller Site, such as [SellerSite.Zimbroom.com] or [Zimbroom.com/SellerSite]. By creating a Seller Site, Seller agrees that (i) Zimbroom shall at all times be the owner of the domain or subdomain for the Seller Site, (ii) Seller does not have any right to, or in, any domain (or sub-domain) name Zimbroom assigns to its Seller Site, and Seller will not challenge Zimbroom’s ownership thereof or engage in “domain squatting,” and (iii) Seller will not seek to claim or procure an unreasonable number of domains (or sub-domain) names, or to sell access to any such domain (or sub-domain) names. The exact number of domain (or sub-domain) names that Zimbroom will assign to a Seller Site will be determined by Zimbroom in its sole discretion.
2.2. Zimbroom may assign one or more Internet Protocol (“IP”) addresses to Seller Site and Seller acknowledges that Seller has no right, title or interest in, or to, any such IP addresses and Zimbroom may change any such IP addresses at any time, provided Zimbroom will, in its sole discretion, use reasonable efforts to give Seller notice of any change if the affected IP address is a fixed IP address.
2.3. Seller acknowledges and agrees that as a condition of creating a Seller Site, (i) Seller shall be required to conspicuously post, or provide a hyperlink to, its standard “Sales Terms” and “Privacy Notice” (the Sales Terms and Privacy Notice shall collectively be referred to as “Seller Terms”), and the Sales Terms shall include, at a minimum, a statement, description, or notice addressing the following (a) the Products and Services, (b) applicable fees, costs, and expenses; (c) any applicable representations and warranties; (d) refund/exchange, return, dispute resolution, customer support, and maintenance policies, if applicable; and (e) any other business or commercial terms and conditions applicable to Seller (ii) Seller agrees that it is solely responsible and liable for its activities, including the sale of all Products and Services, in conformance with its Seller Terms and for all Seller Content and will indemnify and hold Zimbroom harmless for any and all third party actions or claims including by any user of the Site, and for all resulting losses, liabilities and expenses (including attorneys’ fees) incurred by Zimbroom as a result of Seller’s use of the Site and its sale of Products and Services. The Seller Terms shall govern the purchase of Seller’s Products and Services by users via the Marketplace. Each Seller Site shall be furnished a “default” privacy statement by Zimbroom that Seller may use as its Privacy Notice, provided however Seller acknowledges and agrees that such a default privacy statement is so furnished by Zimbroom for convenience purposes only and may not be legally sufficient for Seller’s business. Seller shall be required to keep its Seller Terms (including the Seller’s Privacy Notice) updated and to fully honor all posted Seller Terms. Seller may change the text of its Seller Terms (including the Seller’s Privacy Notice) at any time by posting an updated copy to its Seller Site. All Seller Terms must fully comply with all applicable federal and state laws, including any and all applicable data privacy laws and regulations. The Seller Terms form an integral part of these Terms and are a condition of providing Seller a Seller Site.
2.4. Seller acknowledges and agrees that Seller shall, at all times, ensure its activities related to the collection, retention, use, disclosure, or disposal of personal information, whether derived from the Seller Site (“Seller Site Personal Information”) or elsewhere, comply with the representations set forth in its Privacy Notice and all applicable laws, statutes, and regulations relating to data privacy and information security. As between the parties, Seller shall be solely responsible and liable for all acts and omissions related to the collection, retention, use, disclosure, or disposal of, Seller Site Personal Information. Each party acknowledges and agrees that the collection and disclosure to the other of any Seller Site Personal Information does not constitute, and is not the intent of either party for such collection and disclosure to constitute, the sale of Seller Site Personal Information, and if valuable consideration, monetary or otherwise, is being provided by either party, such valuable consideration, monetary or otherwise, is so being provided for the Marketplace being rendered by the parties and not for the collection and disclosure of Seller Site Personal Information. Seller hereby represents to Zimbroom that Seller shall only use Seller Site Personal Information for a lawful purpose. Zimbroom shall only use and retain Seller Site Personal Information to the extent reasonably necessary to perform its obligations under these Terms, unless otherwise permitted by any applicable law or regulation, or required by law, or judicial or administrative order or rule. For the avoidance of doubt, Zimbroom may deidentify and aggregate Seller Site Personal Information and use and process such deidentified and aggregated data in Zimbroom’s sole discretion. Each party shall (i) maintain the confidentiality, integrity, and availability of all Seller Site Personal Information in its custody or control, (ii) ensure that all individuals who are authorized on its behalf to access or use Seller Site Personal Information have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality, and (iii) implement and maintain commercially reasonable technical, physical, and administrative measures to protect the confidentiality, integrity, and availability of Seller Site Personal Information. Zimbroom agrees that it will not sell Seller Site Personal Information, without separate, express, and written consent from Seller.
2.5. Zimbroom shall, in a reasonable period of time, refer to Seller any correspondence, inquiry, complaint, request, or demand (collectively, or individually, a “Data Notice”) concerning the collection and use of Seller Site Personal Information. Seller acknowledges and agrees to respond to any such Data Notice in a proper, appropriate, and timely manner, and Zimbroom will provide Seller with commercially reasonable assistance to facilitate the same. Upon written request from Seller, Zimbroom shall, promptly provide Seller access to, and/or delete, Seller Site Personal Information in Zimbroom’s custody or control, or in the custody or control of a third party acting on behalf of Zimbroom, except to the extent such access or deletion is not otherwise required by law.
2.6. Zimbroom shall, to the extent required by law, promptly notify Seller of any Security Incident involving Seller Site Personal Information in Zimbroom’s custody or control, or in the custody or control of a third party acting on behalf of Zimbroom. Seller shall, to the extent required by law, promptly (and in less than five (5) business days) notify Zimbroom of any actual or reasonably suspected Security Incident involving Seller Site Personal Information in Seller’s custody or control, or in the custody or control of a third party acting on behalf of Seller. For purposes of these Terms, the term “Security Incident” means any compromise of, or to, the security, confidentiality, or integrity of Seller Site Personal Information.
2.7. Zimbroom is under no obligation to retain, for any amount of time during or after termination of these Terms, Seller Site Personal Information, or any copies thereof, and Seller is solely responsible for maintaining Seller Site Personal Information in a back-up or archived format.

3. SITE CONTENT

3.1. Except with regard to Seller Content (as defined in these Terms), Zimbroom retains all intellectual property rights in and to the content related to the Site, Marketplace and Seller Site, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement (collectively referred to as the “Site Content”). All Site Content and all software available through the Site, or used to create and operate the Site, is the property of Zimbroom or its licensors and is protected by domestic and international copyright laws, and all rights to the Site, the Site Content and such software are expressly reserved to Zimbroom. All Zimbroom trademarks, registered trademarks, product names and company names or logos appearing through the Site are the property of Zimbroom or its affiliates or licensors. Zimbroom grants Seller a limited, revocable, non-exclusive right to access and use the Site to create and use the Seller Site in the ordinary course of Seller’s business. The foregoing grants are specifically conditioned upon compliance with these Terms. Any use of any portion of the Site Content without Zimbroom’s prior written permission is strictly prohibited and will terminate Seller’s permission to use the Site. Any such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws.
3.2. Seller represents and warrants to Zimbroom that any information Seller provides to Zimbroom or on its Seller Site is accurate, true and complete and Seller shall maintain and promptly update any such information to keep it accurate, true and complete at all times. Seller is solely responsible for ensuring that material submitted for inclusion on the Seller Site complies with all applicable laws, statutes, and regulations, and any other applicable governmental order or requirement. Finally, Seller represents and warrants that all Products and Services that it offers for sell through the Marketplace will be of good and merchantable quality, fit for its intended purposes, and performed in a professional and workmanlike manner. Finally, Seller will fully honor its Seller Terms posted on or hyperlinked to from within its Seller Site, including all pricing, refund/exchange and return policies, and all dispute resolution terms therein.

4. PROHIBITED USE OF THE SITE; ACCEPTABLE USE POLICY

4.1. By using the Site (including any Seller Site), Seller agrees that it will not, directly or indirectly, undertake (or cause a third party to undertake) any of the following: (i) use the Site in violation of these Terms; (ii) copy, modify, create a derivative work from, reverse engineer or reverse assemble the Site, or otherwise attempt to discover any source code, or allow any third party to do so; (iii) sell, assign, sublicense, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the content or service in any way; (iv) use or launch any automated system that accesses the Site in a manner that sends more request messages to Zimbroom’s servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser; (v) use the Site in any manner that damages, disables, overburdens, or impairs any company website or interferes with any other party’s use and enjoyment of the Site; (vi) mirror or frame the Site or any part of it on any other web Site or web page; (vii) attempt to gain unauthorized access to the Site or access the Site by any means other than through the interface that is provided by Zimbroom for use in accessing the Site; (viii) use the Site for any purpose or in any manner that is prohibited by these Terms; (ix) use the content or the Site in any manner that may violate patent, copyright, trademark, and other laws; and (x) use the Site for any purpose or in any manner that is unlawful.
4.2. Without limiting Section 4.1 of these Terms or any other provision herein, Seller further agrees that it will not, directly or indirectly, use the Site (or cause a third party to use the Site) in a manner that (i) is threatening, abusive, harassing, stalking, or defamatory; (ii) is deceptive, false, misleading or fraudulent; (iii) is invasive of another's privacy or otherwise violates another’s legal rights (such as rights of privacy and publicity) or inputs vulgar, obscene, indecent or unlawful material into the content; (iv) infringes a third party’s intellectual property right(s); (v) uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer; (vi) downloads any file that you know, or reasonably should know, cannot be legally distributed in that way; (vii) falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file or content that is uploaded to the Site; (viii) restricts or inhibits any other user of the Site from using and enjoying it; (ix) is legally actionable between private parties; and (x) encourages, promotes, facilitates or instructs others to engage in illegal activity, or promotes, encourages, or facilitates hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law. For the avoidance of doubt, you are hereby permitted to use the Site only for your personal purposes (or internal business purposes if you are a seller) and you agree that you will not willfully tamper with the security of the Site or tamper with any customer accounts related thereto; access data on the Site that is not intended for you; log into a server or account that you are not authorized to access; attempt to probe, scan or test the vulnerability of Site or to breach the security or authentication measures without proper authorization; willfully render any part of the Site unusable; or, lease, distribute, license, sell or otherwise commercially exploit the Site.
4.3. SELLER PRODUCTS AND SERVICES MAY NOT INCLUDE OR OTHERWISE INVOLVE ANY OF THE FOLLOWING: (I) DISPLAYING, ADVERTISING, PROMOTING, OR GLORIFYING COMMERCIAL SEXUAL SERVICES, INCLUDING EROTIC MASSAGES, DATING, PROSTITUTION OR ESCORT SERVICES; (II) PROMOTING, ENCOURAGING, OR ENGAGING REAL OR SIMULATED CHILD PORNOGRAPHY OR EXPLOITATION; (III) SELLING, BUYING, OR FACILITATING TRANSACTIONS IN ILLEGAL GOODS OR SERVICES; (IV) ANY ACTIVITY THAT PROMOTES OR COULD BE CONSIDERED AN HYIP OR A PONZI SCHEME, MULTI-LEVEL MARKETING, INVASION OF PRIVACY, CREDIT CARD FRAUD, OR RACKETEERING; OR (V) ANY UNLAWFUL OR CRIMINAL ACTIVITY. IN THE EVENT SELLER PRODUCTS AND SERVICES INCLUDE OR OTHERWISE INVOLVE MASSAGE, MASSAGE THERAPY, OR SIMILAR ACTIVITIES, SELLER MUST HAVE, AND AT ANY AND ALL TIMES RETAIN, AND DISPLAY TO CONSUMERS, ANY APPLICABLE LICENSE OR CERTIFICATION REQUIRED BY LAW, AND FURNISH A COPY OF THE SAME TO ZIMBROOM UPON ZIMBROOM’S REQUEST. SELLER IS SOLELY RESPONSIBLE FOR COMPLYING WITH ALL LAWS, STATUTES, AND REGULATIONS APPLICABLE TO THE SELLER SITE AND SELLER PRODUCTS AND SERVICES. FOR THE AVOIDANCE OF DOUBT, SELLER IS SOLELY RESPONSIBLE FOR PUBLISHING AND COMPLYING WITH NOTICES OR DISCLAIMERS APPLICABLE TO THE SELLER SITE AND ITS PRODUCTS AND SERVICES, INCLUDING NOTICE OF CONSUMER RIGHTS AND DISCLAIMERS RELATED TO ANY PRODUCT REVIEWS OR FEEDBACK.

5. MAINTENANCE AND SUPPORT

Zimbroom will use commercially reasonable efforts to provide technical support relating to the Site and each Seller Site via its helpdesk. The helpdesk aims to provide technical support in a commercially reasonable manner. The helpdesk can be reached by email at [EMAIL]. Seller must provide any assistance reasonably necessary to allow Zimbroom to verify and resolve the issues and problems it brings to Zimbroom’s attention through the helpdesk.

6. SELLER CONTENT; ACCEPTABLE USE; LICENSES

6.1 The term “Seller Content” means all content, materials, information, feedback, reviews, ratings, data or code that Seller, or a Seller customer or potential customer, uploads, stores, transmits, receives or processes in connection with its Seller Site. Seller represents and warrants to Zimbroom that Seller has the appropriate rights and all necessary consent to upload and/or use Seller Content on the Seller Site and hereby grants to Zimbroom and its directors, officers, employees, agents, consultants or subcontractors the right to use, reproduce, transmit and delete (as applicable) Seller Content in such manner as may be necessary to enable Zimbroom to perform the Site and otherwise exercise any right or perform any obligations under these Terms. Seller may only use Seller Content in accordance with all applicable laws and the Seller Terms.
6.2. Although Zimbroom is not obligated to monitor Seller Content and assumes no responsibility for Seller Content or the content of its other customers, Zimbroom reserves the right, subject to all applicable laws, to investigate Seller Content and may block access to, refuse to host, or remove any information or material that it deems to be unacceptable or inappropriate, or otherwise in breach of these Terms. Seller Content may not, at any time (i) contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable, (ii) promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, (iii) infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person, (iv) violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms, (v) be likely to deceive any person, (vi) promote any illegal activity, or advocate, promise or assist any unlawful act, (vii) cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person; (viii) impersonate any person, or misrepresent Seller’s identity or affiliation with any person, business, or organization, (ix) give the impression that Seller is endorsed by Zimbroom or any other person or entity, if this is not the case, or (x) violate public decency. Seller may not use the Site (including any Seller Site) in any manner that interferes with or disrupts other users of the Site (including any Seller Site).
6.3. Zimbroom will undertake commercially reasonable efforts to remove from public view any Seller Content that Seller
deletes from the Seller Site, but Seller acknowledges that caching or references to Seller Content may not be made immediately unavailable. Zimbroom is under no obligation to retain Seller Content and Seller is solely responsible for making copies, duplicates, or otherwise “backing-up” Seller Content.
6.4. Zimbroom may monitor or use third party services to measure the audience and usage of Site (including a Seller Site). Zimbroom may, from time to time, undertake (in Zimbroom’s sole discretion) efforts to provide Seller copies or extracts of these measurements, which Seller hereby agrees to use solely for its internal business purposes and which Seller acknowledges may be subject to third party terms and conditions.
6.5. Zimbroom reserves the right to, in its sole discretion, display advertisements and to offer its products for sale on the Seller Site.

7. FEES AND PAYMENT; ONLINE PURCHASES

7.1 At the present time, Zimbroom does not charge Seller any fee or expense for providing the Site (including hosting of the Seller Site) as described herein. Zimbroom shall be solely responsible for all of its costs to host and operate the Site (including the Seller Site). Notwithstanding the foregoing, Seller acknowledges and agrees that Zimbroom has the right to add a processing or handling charge to any sale and sales made by Seller on the Site in an amount that Zimbroom determines in its sole and absolute discretion. Seller further agrees that will fully reimburse Zimbroom for any costs, fees, or expenses incurred by Zimbroom as a result of Seller’s violation of these Terms.

7.2 As part of the Marketplace, Zimbroom provides third party payment services (e.g., currently Stripe or PayPal)(“TPPS”) to collect payments, to calculate taxes, and to manage shipping or delivery charges. Seller acknowledges and agrees that all purchases of Seller’s Products and Services will be processed through Zimbroom’s TPPS account with the applicable third payment processor, and that Zimbroom will thereafter remit applicable sales revenue to Seller once per day, less any processing or handling charges payable to Zimbroom. Despite Zimbroom collecting sales fees on Seller’s behalf, Seller remains solely responsible and liable for its Products and Services and for honoring its Seller Terms, including the issuance of any refunds, credits or adjustments. Seller bears all risk of fraudulent activity. To the extent funds are reversed as fraudulent or a buyer disputes a charge processed by Zimbroom for which Zimbroom has already transferred the funds to Seller, Seller shall be responsible for refunding the full amount of the charge to Zimbroom and in addition to any other remedies available to it, Zimbroom shall have the right to offset the payment of future sales revenue to Seller until it has recovered such amount in full.

7.3 Zimbroom reserves the right to update its policy regarding Seller charges and fees and the collection and processing of payments at any time in its sole discretion.

8. MODIFICATION AND TERMINATION

Notwithstanding any other clause herein, Seller acknowledges and agrees that Zimbroom may terminate, or change the scope of, the Site (including the Seller Site) at any time, and with or without notice to Seller.

9. WARRANTIES AND DISCLAIMERS; LIMITATIONS OF LIABILITY

9.1. THE SITE (INCLUDING SELLER SITE) IS PROVIDED ON AN “AS IS” BASIS WITH ALL FAULTS. ZIMBROOM EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS WITH RESPECT TO THE SITE (INCLUDING SELLER SITE). ZIMBROOM DOES NOT REPRESENT OR WARRANT THAT THE SITE (INCLUDING SELLER SITE) WILL BE ERROR-FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT DEFECTS WILL BE CORRECTED. ZIMBROOM DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION AVAILABLE ON OR THROUGH THE SITE WILL BE CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. ZIMBROOM RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO EDIT OR DELETE ANY INFORMATION OR CONTENT APPEARING THROUGH USE OF THE SITE (INCLUDING THE SELLER SITE). ZIMBROOM DISCLAIMS ALL REPRESENTATION AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.

9.2. IN NO EVENT SHALL THE TOTAL CUMULATIVE LIABILITY OF ZIMBROOM FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SITE (INCLUDING SELLER SITE) OR THESE TERMS, EXCEED THE AMOUNT OF ONE HUNDRED U.S. DOLLARS ($100.00). IN NO EVENT SHALL ZIMBROOM BE LIABLE TO SELLER OR ANY USER OF THE SITE (INCLUDING SELLER SITE) IN ANY WAY WHATSOEVER, FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF DATA, LOSS OF REVENUE OR LOST PROFITS. THIS LIMITATION SHALL APPLY WHETHER OR NOT SUCH DAMAGES ARE FORESEEABLE, OR WHETHER ZIMBROOM HAS ADVISED SELLER OR OTHERS OF THE POSSIBILITY OF SUCH DAMAGES.

10. INDEMNIFICATION

Seller agrees to indemnify and hold Zimbroom and its affiliates, and its and their directors, officers, employees, agents and assigns harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from Seller’s: (a) use of the Site, Seller Site, and Seller Site Personal Information; (b) sale of Products and Services; (c) Seller Content; and (d) any violations of these Terms or its Seller Terms.

11. MISCELLANEOUS

11.1. These Terms shall be governed and construed in accordance with the laws of the State of New York (without regard to conflict of law principles). In the event of any dispute, Seller agrees to submit to the personal and exclusive arbitration of any disputes relating to its use of the Site (including any Seller Site) under the rules of the American Arbitration Association on a single plaintiff basis. Any such arbitration will be conducted in New York, New York. Seller agrees to submit to the exclusive jurisdiction of arbiters in this forum and agree to waive all claims of personal or subject matter jurisdiction, to the extent permissible. Seller also acknowledges and understands that, with respect to any dispute arising out of or relating to your use of the Site:

• SELLER AGREES TO ARBITRATION.
• SELLER IS GIVING UP ITS RIGHT TO HAVE A TRIAL BY JURY.
• SELLER IS GIVING UP ITS RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

11.2. Zimbroom may assign the Site or these Terms in its sole discretion. Zimbroom’s failure to partially or fully exercise any rights or our waiver of any breach of these Terms by Seller shall not prevent our subsequent exercise of such right or be deemed a waiver by us of any subsequent breach of these Terms. If any of the provisions of these Terms are deemed invalid, void, or for any reason unenforceable, that provision shall be severed and will not affect the validity and enforceability of any remaining term or condition. These Terms, including any other terms or policies linked or incorporated herein, shall constitute the entire agreement between Zimbroom and Seller with respect to this Site (including Seller Site) and supersede all prior or contemporaneous written or oral communications and proposals. A printed version of this Agreement and of any notice given in electronic format will be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other contracts. Any rights not expressly granted herein are reserved. Seller must furnish all notices to Zimbroom under this Agreement, in writing, and sent to Zimbroom at [EMAIL]. Zimbroom may furnish notice to Seller, to the extent such notice is actually required by these Terms, through any reasonable means, including by directing all such notices to Seller in writing at the email addressed submitted to Zimbroom during Seller’s registration to use the Site.

12. CHANGES TO THESE TERMS

ZIMBROOM RESERVES THE RIGHT TO CHANGE OR MODIFY THESE TERMS, IN WHOLE OR IN PART, AT ANY TIME IN ITS SOLE DISCRETION BY POSTING AN UPDATED COPY OF THESE TERMS TO THE SITE AND ANY CHANGES OR MODIFICATIONS WILL BE EFFECTIVE IMMEDIATELY UPON POSTING. SELLER WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE SPECIFIC NOTICE OF SUCH CHANGES OR MODIFICATIONS TO THESE TERMS. CONTINUED USE OF THE SITE (INCLUDING SELLER SITE) FOLLOWING ANY SUCH CHANGES CONFIRMS SELLER’S ACCEPTANCE OF THE CHANGES. IF SELLER DOES NOT AGREE TO ANY CHANGES TO THESE TERMS, SELLER MUST STOP ACCESSING AND USING THE SITE (INCLUDING THE SELLER SITE).