Terms of Use

Effective Date: September 1, 2020

Introduction

Thank you for your interest in using the online services provided and operated by Zeacu, LLC. (hereafter called "Zeacu"). These Terms of Use govern your use of online services, websites, and software provided on or in connection with www.zeacu.com in preview mode, on a free trial basis, or pursuant to your purchase of one or more subscriptions (collectively, the "Service" or "Services").

By accessing and/or using our Services, or by clicking a button marked 'Register', 'Start' or 'Resume' or checking any box marked "I Agree", you signify that you have read, understood and agree to be bound by these Terms of Use (the "Agreement"), and to the collection and use of your information as set forth in our Privacy Policy. Zeacu reserves the right to modify this Agreement so long as it provides notice of these changes to you as described below. This Agreement applies to all visitors, users, and others who preview, access or otherwise use our Services ("you", 'your' or "Users").

PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.

The Service helps its users to learn and practice items under various knowledge areas normally categorized under Language Arts in the K-12 industry. All new or improved features to the Service shall be provided subject to this Agreement. You understand and agree that the Service is provided "as-is" and that Zeacu assumes no responsibility for any mistakes, errors, or omissions, including any unavailability of the Service or deletion or loss of any data relating to the Service.

Zeacu grants you a personal, non-transferable and non-exclusive right and license to use the Service. You agree that you will not copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the software used to provide you our Services (the "Software"). You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for obtaining unauthorized access to the Service. You agree not to access the Service by any means other than through the interface that is provided by Zeacu for use in accessing the Service.

You acknowledge and agree that any use of “Web spiders,” or any other automated retrieval mechanisms (other than search and retrieval features of the Service), is strictly prohibited, and such prohibited uses include, without limitation, use to download or print content.

You agree not to violate or attempt to violate the security of the Service, including without limitation, (a) accessing data that is not intended for your use; (b) logging on to a server or account that you are not authorized to access; (c) probing, scanning or testing the vulnerability of any system or network related in any way to the Service without proper written authorization from Zeacu; (d) breaching security or authentication measures without proper written authorization from Zeacu; (e) interfering with service to any host, network, other user, including without limitation, sending unsolicited e-mail, flooding, spamming, mail bombing, or crashing; (f) attempting to interfere with or disrupt the Service or servers or networks connnected or associated with the Service; or (g) violate or attempt to violate any applicable local, state, national or international law, or any regulations having the force of law, including (but not limited to) engage in any activity involving credit card fraud, money laundering, or identity theft.

You will notify Zeacu immediately of any actual or suspected (a) unauthorized use(s) of the Service, or any content accessed through the Service, or (b) breach of security, including loss, theft, or unauthorized disclosure of any password or credit card information, or confidential information related to the Service.

You acknowledge and agree that (i) the content accessed through the Service may include inaccuracies or errors; (ii) Changes may periodically be made to the content; (iii) Zeacu may rename, make improvements and/or changes in, and/or withdraw any components from the Service at any time without notice, and with or without refunds; (iv) In the case of removal of any work from the Service by Zeacu, all content from that work stored by you on any hard drive or storage device must be destroyed or deleted.

You acknowledge and agree that you will not, and will not permit others (including other Users) to: (i) modify, remove, augment, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the content accessed via the Service, in whole or in part; (ii) post any content accessed via the Service to Usenet, or any third party website, or provide such content to others by any other means, such as an intranet system, blogs or RSS feeds; (iii) assign, license, or otherwise transfer to any third party, all or any part of rights granted to you under this Agreement, or any content accessible through the Service; (iv) circumvent Zeacu's content security measures; and (v) provide any commercial hosting service with access to the Service, and/or content accessed through the Service.

You acknowledge and agree that you will not use the Service or any of its features to (i) transmit spam, bulk, or unsolicited communications; (ii) forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any transmitted content; (iii) misrepresent your identity, or affiliation with any person or entity; (iv) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to participate in the site or any site projects or services; (v) engage in activities that would violate any fiduciary relationship, any applicable local, state, national or international law; or collect or store personal data about other users unless specifically authorized to do so by such users.

To use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees or other costs associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer or another supported access device.

Your eligibility to use the Service

Zeacu sells the Service primarily to adults who can purchase the Service with a credit card. If you are under eighteen (18) years of age, you may use the Service only with the involvement and consent of your parent or legal guardian. Your parent or legal guardian may impose additional restrictions or policies regarding the use of the Service, with which you must comply. If you are under thirteen (13) years of age, you must use the rewards facilitated by the Service, including but not limited to, Digital Merchant Giftcards, Prepaid Giftcards, Physical Merchant Giftcards, only with the involvement, consent and under the guidance of your parent or legal guardian.

If you open a Zeacu account to provide the Service to children under 18 years of age, you represent and warrant that you are their parent or legal guardian with the required legal authority to bind to this Agreement, and that you agree to this Agreement. If you contact Zeacu to take any action with respect to an account, you represent and warrant that you have all necessary authority to request such action(s).

The U.S. Children's Online Privacy and Protection Act ("COPPA") requires that online service providers obtain verifiable parental consent before collecting personal information from children under 13. If you are a parent or legal guardian providing access to the Service to children under 13, (i) you represent and warrant that you have the authority and provide us consent to collect information from your children under 13 before allowing such students to access our Service, (ii) you represent and warrant that you have read, understood and accept our Privacy Policy, (iii) you represent and warrant that you will be involved, provide consent to, and guide children under the age of thirteen (13) in their use of any rewards facilitated by the Service, including but not limited to, Digital Merchant Giftcards, Prepaid Giftcards, Physical Merchant Giftcards.

In consideration of your use of the Service, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the 'User Registration Information') and (b) maintain and promptly update the User Registration Information to keep it true, accurate, current and complete by updating your profile. If you provide any information that is untrue, inaccurate, not current or incomplete, or Zeacu has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Zeacu has the right to suspend or terminate your account and take further steps as it deems necessary, in its sole discretion, to protect its commercial interests.

Fees for using our Service

Zeacu sells access to the Service for each knowledge area for a given subscriber associated with a parent account. Each subscriber is provided access to the Service for a monthly or annual subscription fee to one or more knowledge areas for a term and price subject to certain renewal, cancellation, and other terms and conditions specific to the account (the " Subscription Terms"). The Subscription Terms are identified in the then-current quote for the account displayed when a Parent account starts or authorizes a free trial or resumes a knowledge area subscription for a subscriber associated with their account.

Accounts

Zeacu provides a variety of "account types" which may apply depending on how your account is created:

Parent Account : A parent account is purchased by or for a parent or a legal guardian. Parent accounts are only available for purchase through the Zeacu website using a credit card. A parent account typically includes registering one or more child(ren) on a Subscriber Account that can be used by the parent's child at the parent's direction. Parent account generally do not expire. See below for more information about automatic renewal and cancellation of subscriptions for knowledge areas for each child or Subscriber account associated with a Parent account.

Subscriber Account : A subscriber account allows a child to register to use our Service and must be associated with their Parent or Legal guardian account. Subscriber accounts must obtain their parent or legal guardian consent prior to using the Service. Subscriber accounts are generally registered individually through the Zeacu website or during registration of a Parent account. A Subscriber account is typically active during a free trial period for a knowledge area or as long as the subscription fees associated with that knowledge area are paid by the Parent in advance. Subscribers can register and need consent from their parent or legal guardian to access one or more knowledge areas and provided by the Service.

Grandparent Account : A grandparent account is typically purchased by a grandparent and is associated with one or more Subscriber accounts. Each Grandparent account must obtain consent and authorization from the Parent or Legal guardian account associated with the child or Subscriber account.

Content Provider Account : A content provider account allows an adult with educator credentials to register to use our Service. A content provider account is used to create academic content for children at different grade levels and different age groups, including children under age 13. By agreeing to register under a Content Provider account, you represent that you are familiar with, and understand the U.S. Children's Online Privacy and Protection Act ("COPPA") requirements, other country specific laws and state and local laws related to content creation for children under age 13. You represent and warrant to follow content creation guidelines set forth under COPPA, and other country, state and local laws related to content creation for children under age 13. Content Provider accounts are generally registered individually through the Zeacu website. A content provider account is used to (a) provide us original, exclusive academic content for a given knowledge area for a fee, and to (b) validate content using a peer review process for a fee. A content provider account is required to execute an additional, separate agreement with Zeacu prior to creating or validating content using the Service.

Blogger Account : A blogger account allows you to publish your writings in the form of blog posts for our community of users. You agree to use our blog to publish articles, thoughts and opinions on topics that will benefit our community of users, and is related to furthering the goals of improving educational outcomes or achieving academic excellence. Zeacu reserves all its rights related to the blog post you created on the Service, including but not limited to, (a) to not publish or remove any blog post you have submitted, and (b) to stop accepting comments from users, in its sole discretion.

Visitors and registered users may read blogs without any fee.

Rewards

Zeacu facilitates creating and offering rewards as incentives to children under age 18. Such rewards include a variety of "reward types" which may apply depending on what rewards a Parent Account links to their associated Subscriber Accounts during creation of learning goals:

Giftcards : Rewards for your child may include a Gift Card, a non-profit donation, or other digital or physical product. Current products include, (a) Digital Merchant Gift Cards: Digital Merchant Gift Cards redemption code and instructions will be displayed after your purchase the Gift Card. Recipients of digital gift cards receive a link or code, online or via e-mail, to retrieve their activated electronic Merchant Gift Cards. Redemption instructions for digital gift cards contain instructions as provided by the Merchant to redeem the value of the Gift card. Zeacu has no control over or involvement with Digital Merchant Gift Cards. (b) Physical Merchant Gift Cards: Physical Merchant Gift Cards and their redemption instructions will either (i) be delivered to you via mail, or (ii) be printable from an electronic message sent to you, or (iii) displayed after you purchase the Gift card. Zeacu has no control over or involvement with Physical Merchant Gift Cards. (c) Prepaid Cards are those products that contain stored value that can be used anywhere, without restriction to a specific retailer or website, such as VISA and MasterCard. You may be required to register with a third party (the company that supplies the prepaid card) in order to use the stored value and to enable the third party supplier to comply with certain financial and banking regulations. Zeacu has no control over or involvement with these matters.

Referrals

Zeacu offers various incentives for referring your friends by sending email or sms invitations from within our Service. Any registered Parent, Subscriber or Content Provider is eligible for referral rewards when their referral points earned exceeds the referral reward threshold. Referral points get earned for referring new Users to our Service that subsequently register as newly registered parents, subscriber and content provider accounts. When multiple users refer a common friend, the first referring User is eligible for the referral reward, provided the referred friend(s) register on Zeacu within a week of receiving your invitation. There are no limitations on how many friends you can refer. Zeacu offers a variety of referral rewards and incentives based on the number of Users you refer that subsequently register on Zeacu. Zeacu reserves the right to discontinue any referral reward and/or modify the Referral thresholds at any time, based on our sole discretion. Zeacu will undertake best efforts to fulfill your referral incentives as they are made available to us from our vendors. If a referral reward or incentive is unavailable for any reason, Zeacu will offer you alternatives, based on our sole discretion. Zeacu reserves the right to alter any existing rule(s) of, and/or create any new rule(s) for the referral rewards program at any time based on our sole discretion.

Pricing and Payment for our Service

Any pricing provided by Zeacu is valid only for a limited time and is effective only with the agreement of the relevant parties. Zeacu reserves the right, in its sole discretion, to withdraw or revise prices for the Service.

Parent accounts have the option to make payment using valid credit card. Payment must be received by Zeacu no later than 7 days after Zeacu issues an invoice or charges the parent's credit card through our payment provider. If Zeacu does not receive payment within 7 days, the invoice is past due and Zeacu reserves the right to suspend access to the affected account(s) and take collection action. Suspension of an account does not relieve the account-holder of its obligation to pay for the account. Zeacu reserves the right to charge a late fee in the amount of 1% per month or the maximum permitted by law and its reasonable attorney's fees in securing payment of past due amounts.

Monthly subscriptions for a knowledge area for a Subscriber renew automatically after a free trial period. Except as set forth below or otherwise agreed by Zeacu in signed writing, accounts canceled prior to the end of the current month of the account will not be offered a reimbursement based on a prorated monthly subscription fee. The parties agree that Zeacu's efforts in selling, provisioning and providing an account are front-loaded and for that reason, proration of fees in the event of early cancellation is not necessary or appropriate.

When a Subscriber's monthly subscription to a knowledge area is canceled, the account is no longer permitted access to the Service associated with that knowledge area for said Subscriber, effective immediately. Once the subscription ends for a knowledge area, Zeacu may delete data relating to an account in accordance with this Agreement and the Privacy Policy. It is the account-holder's sole responsibility to request resumption of subscriptions to knowledge area that were canceled by the Parent to maintain continued access to the account and its associated data.

Annual subscriptions for a knowledge area for a Subscriber renew automatically after a free trial period. Except as set forth below or otherwise agreed by Zeacu in signed writing, accounts canceled after the start of the 10th month of the contract year of the account will not be offered a reimbursement based on a prorated subscription fee. The parties agree that Zeacu's efforts in selling, provisioning and providing an account are front-loaded and for that reason, Zeacu allows only one cancellation per calendar year for a given knowledge area for a subscriber. Zeacu will refund the remainder of the annual subscription fee only when the cancellation occurs prior to the start of the 10th month of the contract year of the account, and on a prorated basis. The parties agree that Zeacu's efforts in selling, provisioning and providing an account are front-loaded and for that reason, proration and refunding of the annual subscription fee in this manner is fair and appropriate. Zeacu reserves the right to cancel any refunds if it is determined, in its sole discretion, that you have violated this Agreement.

When a Subscriber's annual subscription to a knowledge area is canceled, the account is no longer permitted access to the Service associated with that knowledge area for said Subscriber, effective immediately. Once the subscription ends for a knowledge area, Zeacu may delete data relating to an account in accordance with this Agreement and the Privacy Policy. It is the account-holder's sole responsibility to request resumption of subscriptions to knowledge area that were canceled by the Parent to maintain continued access to the account and its associated data.

Billings, automatic renewals and cancellations :

SUBSCRIPTION RENEWAL FEES WILL BE AUTOMATICALLY CHARGED TO YOUR CARD ON FILE EACH SUBSCRIPTION PERIOD (MONTHLY OR ANNUAL), UNTIL YOU CANCEL.

By starting your Zeacu monthly or annual subscription for your child(ren) for a knowledge area, you are expressly agreeing that we are authorized to charge you the monthly or annual subscription fee at the end of a free trial period. We will automatically renew your subscription each monthly or annual anniversary of your subscription date, and as authorized by you by checking the box demonstrating your consent for automatic renewals of your subscription, we will charge your then-current payment method (or to a different payment method if you change your account information) associated with your account with the applicable then-current fee and any sales or similar taxes that may be imposed. Please note that prices and charges are subject to change with notice. As used in this Agreement, "billing" shall indicate either a charge or debit, as applicable, against your payment method.

You acknowledge that the amount billed each billing period may vary for reasons that include differing amounts due to changes in your subscription plan, and you authorize us to charge your payment method for such varying amounts. Payments are nonrefundable, except as noted above for annual subscriptions, and there are no refunds or credits for partially used periods. We may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you notice of these changes. If you want to use a different payment method or if there is a change in payment method, such as your credit card validity or expiration date, you may edit your payment method information from your Subscriptions page. To access your Subscriptions page, sign in to your Zeacu account, click on the Subscriptions menu in the left-hand-toolbar. If your payment method reaches its expiration date and you do not edit your payment method information or cancel your account, you authorize us to continue billing to that payment method and you remain responsible for any uncollected amounts.

You must cancel your subscription before it renews each billing period to avoid billing of the next subscription fee to your payment method. The subscription fee will be billed at the beginning of the paying portion of your subscription and each period thereafter (monthly or annual) unless and until you cancel your subscription. We automatically bill your payment method each month on the calendar day corresponding to the commencement of your paying subscriptions. Subscription fees are fully earned upon payment.

You may cancel your subscriptions at any time, and cancellation will be effective immediately. We do not provide refunds or credits for any partially used subscription periods, except as noted above for annual subscriptions. To cancel your subscriptions, sign in to your Zeacu account, visit the 'Manage Subscriptions' subsection under the Subscriptions page and click the words "Cancel" under your child(ren) knowledge area subscription you wish to cancel.

User Data

When Zeacu's Services are used by a registered User, Zeacu may collect or have access to data that is provided by the registered User. "User Data" may include personal information and may include "educational records" as defined by the Family Educational Rights and Privacy Act ("FERPA"). You authorize Zeacu to access, collect, transmit, modify, display and store User Data to provide the Service and as described in this Agreement and in our Privacy Policy.

We agree to uphold our obligations under FERPA, COPPA, applicable State laws relating to data privacy, and with all other laws and regulations governing the protection of User Data.

By submitting, providing us access to, or causing us to receive User Data, you agree that Zeacu may use the User Data for the purposes of (i) providing the Service, (ii) improving and developing our Service, (iii) enforcing our rights under these Terms, and (iv) as permitted with the User consent.

You agree that both before and after the term of the Agreement, Zeacu may collect, analyze, use, and retain data derived from User Data as well as data about users' access and use of the Service, for the purpose of operating, analyzing, improving or marketing the Service, developing new products or services, conducting research or other purposes.

You acknowledge and agree that Zeacu may provide access to User Data to our employees, contractors and continuing registered users which have a legitimate need to access such information to provide their services to us. We and our employees, affiliates, contractors or agents involved in the handling, transmittal, and processing of User Data will maintain the confidentiality of such data.

You acknowledge and agree that Zeacu may continue to use data you generated during the period you were a registered user of the Service after your subscription to a knowledge area has expired or is canceled. Zeacu may use such data to provide the Service to its community of users.

Price changes

We reserve the right to adjust the pricing for our Service, including but not limited to subscription plans, in any manner and at any time as we may determine in our sole and absolute discretion. Except as otherwise expressly provided for in this Agreement, any price changes will take effect following posting or other notice to you.

Account Password and Security

You will have a password and account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Zeacu of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Zeacu cannot and will not be liable for any unauthorized access to your account or data that arises from your acts or omissions.

Zeacu accounts may not be shared by more than one person unless express written authorization is given by Zeacu,LLC.

User Generated Content

You are solely responsible for any content that you create, transmit or display while using the Service.

The Service or Zeacu may now or in the future allow Users to submit, post, display, provide, or otherwise make available content such as blog posts, text, images, comments, questions, and other content or information (any such materials a User submits, posts, displays, provides, or otherwise makes available on the Service is referred to as "User Generated Content").

By submitting, posting, displaying, providing, or otherwise making available any User Generated Content on or through the Service or to Zeacu, you expressly grant, and you represent and warrant that you have all rights necessary to grant, to Zeacu a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Generated Content in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Zeacu's (and its successors' and affiliates') business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each user of the Service a non-exclusive license to access your User Generated Content through the Service, and to use, reproduce, distribute, display and perform such User Generated Content as permitted through the functionality of the Service and under this Agreement.

You must have the legal right to the User Generated Content you submit to the Service. You may not upload or post any User Generated Content to the Service that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload User Generated Content that violates any third party's right of privacy or right of publicity. You may post only User Generated Content that you have permission to post by the owner or by law.

International Use

You agree to comply with and are solely responsible for ensuring compliance with all local laws, regulations, and rules in the jurisdiction(s) in which you reside. You agree to comply with all applicable laws regarding the transmission of data exported from the United States or the jurisdiction(s) in which you reside.

Indemnity

To the extent permitted by applicable law, you agree to indemnify and hold Zeacu, and its subsidiaries, affiliates, officers, agents, co-branders or other partners, contractors, vendors, suppliers, and employees, harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of (i) content you submit, post, transmit or make available through the Service, including without limitation, User Generated Content, (ii) your use or misuse of the Service, (iii) your connection to the Service, (iv) your violation of the Agreement, (v) your violation of any applicable law or the rights of another person or entity, (vi) your willful misconduct, or (vii) any other party's access and use of the Service with your unique username, password, or other appropriate security code. Zeacu reserves the right, at our own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims.

No Resale

You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit for any purposes, any portion of the Service, use of the Service, or access to the Service.

Modifications

Zeacu may provide notifications, whether required or provided by law or otherwise, to you via e-mail notice, written or hard copy notice, or through posting of such notice on our website, as determined by Zeacu in our sole discretion.

Zeacu may, in its sole discretion, modify or update this Agreement from time to time. If we change this Agreement, we will update the `Effective Date' at the top of this page and notify you that material changes have been made to this Agreement. Your continued use of the Services following such update constitutes your acceptance of the revised Terms. If you do not agree to any of the terms in this Agreement or to any future terms in a future revision of this Agreement, do not use or access (or continue to access) the Service.

In the event that you have entered into a signed, written agreement with Zeacu in addition to this Agreement, your continued use of the Services following such update constitutes your acceptance of the revised Terms. If you do not agree to any of the terms in this Agreement or to any future terms in a future revision of this Agreement, do not use or access (or continue to access) the Service.

You will not be permitted to continue using the Service and Zeacu reserves the right to cancel your account without notice if you refuse or otherwise fail to accept changes made by Zeacu to this Agreement.

Notices that are required or permitted to be sent to Zeacu must be sent to the following mailing address by certified mail.

Attn: Legal Department

Zeacu, LLC
PO Box 181,
Dayton, NJ 08810

Zeacu reserves the right at any time and from time to time to modify or temporarily discontinue the Service (or any part thereof) with or without notice. You agree that Zeacu shall not be liable to you or to any third party for any modification, suspension or temporary discontinuance of the Service. In the event of permanent discontinuance of the Service, Zeacu's liability is limited to the paid subscription price, prorated to the amount of time remaining on the subscription.

You agree that Zeacu, in its sole discretion, may suspend or terminate your password, account (or any part thereof) or use of the Service, for any reason, including, without limitation, for lack of use or if Zeacu believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. You agree that any termination of your access to the Service under any provision of this Agreement may be implemented without prior notice, and you acknowledge and agree that Zeacu may immediately deactivate or delete your account and all data relating to your account and/or bar any further access to the Service. Further, you agree that Zeacu shall not be liable to you or any third party for any termination of your access to the Service.

Links

The Service may provide links to other Internet websites or resources. Because Zeacu has no control over such sites and resources, you acknowledge and agree that Zeacu is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Zeacu shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

Zeacu Property Rights

You acknowledge and agree that the Service and any necessary software used in connection with the Service ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that information presented to you through the Service is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws around the world. All such rights are reserved. Except as expressly authorized by Zeacu in signed writing, you agree not to copy, modify, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Software, in whole or in part. Any automated scraping, harvesting, indexing, mining, or any other extraction of any content from the Service is expressly prohibited. We and/or our licensors are the owner of all intellectual property rights in the Service.

The Service is protected by copyright and other laws in both the United States and elsewhere. Under the terms of this Agreement, it is expressly forbidden to distribute or reproduce the content of the Service or any portion thereof by any means, including but not limited to electronic and print.

Zeacu reserves the right to cancel your account without refund if it is determined that you have violated this section of the Agreement.

Disclaimer of Warranties

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZEACU EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

ZEACU MAKES NO WARRANTY OR CONDITION THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZEACU OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THE AGREEMENT.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZEACU, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ZEACU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.

In no event shall Zeacu or its subsidiaries, parent companies, affiliates, licensors, contractors, employees, officers, directors, agents or third-party partners' total liability to you for all damages, losses, and causes of action arising out of or relating to this Agreement or your use of the Zeacu Service (whether in contract, tort, warranty or otherwise, exceed the amount paid by you, if any, for accessing the Zeacu Service during the twelve (12) months preceding your claim or one hundred dollars ($100), whichever is greater.

You agree and understand that Zeacu has no liability for the loss of a reward after receipt by you. You agree that in the event of any damage to or loss of a reward faciliated by us, even through negligence or other fault, our sole obligation and your sole remedy is, at our option, to replace the lost or damaged reward or provide you with a refund or credit, for the cost of the purchase price for lost or damaged reward. You must submit a claim within thirty (30) days from your date of loss. You further agree and understand that Merchants are solely responsible to you for your ability to use and the terms of usage of Merchant Gift Cards. Each Merchant’s terms of use for its gift card(s) are available at the time of viewing or selecting the reward. Those terms and conditions exclusively govern your use of that Merchant’s Gift Card(s). Zeacu is not and shall not be in any manner responsible or liable for any Merchant actions, policies, or practices.

Trademarks

Zeacu and the Zeacu logo are registered trademarks of Zeacu LLC. You agree not to use any Zeacu trademarks without the express advance written permission of Zeacu.

Legal Stuff

You agree that: (i) the Service shall be deemed solely based in New Jersey; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New Jersey. This Agreement shall be governed by the internal substantive laws of the State of New Jersey, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. 1-16). This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not govern this Agreement or the rights and obligations of the parties under this Agreement.

You agree to submit to the personal jurisdiction of the federal and state courts located in New Jersey for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, including any provisional relief required to prevent irreparable harm. You agree that New Jersey is the proper forum for any appeals of an arbitration award or for trial court proceedings if the arbitration provision below is found to be unenforceable.

Nothing in this Section shall be deemed as preventing Zeacu from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

WITH RESPECT TO ALL PERSONS AND ENTITIES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

This Agreement, together with any amendments and any additional agreements you may enter into with Zeacu relating to the Service, shall constitute the entire agreement between you and Zeacu and govern your use of the Service, superseding any prior agreements between you and Zeacu. This Agreement may only be superseded by a signed, notarized writing executed by an officer of Zeacu. The failure of Zeacu to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect. Except for actions for nonpayment or breach of a party's proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

The section titles in this Agreement have no legal or contractual effect.