ZiZi Connect General Terms of Use Agreement
Last Updated on September 24, 2024
Arbitration Provision: This ZiZi Connect General Terms of Use Agreement includes an arbitration provision. Except for non-payment, late payment, confidentiality breaches, or intellectual property infringement (where an injunction may be sought), any dispute between customers and ZiZi Connect must be resolved through individual binding arbitration. This means a class action lawsuit or jury trial is not allowed. Please carefully review Section 11, which outlines the arbitration terms and limits on remedies available to customers in case of a dispute.
Capitalized Terms: All capitalized terms used in this agreement have the same meaning as defined in ZiZi Connect's various service agreements.
Governing Terms: This ZiZi Connect General Terms of Use Agreement (TOU or Terms) governs the provision and use of all Services offered by ZiZi Connect, a California limited liability company. By signing any applicable ZiZi Connect Service Agreement or using the Services, you agree to these Terms, which create a legally binding agreement between you (the customer or user) and ZiZi Connect.
Eligibility and Agreement: If you don't agree to these Terms or are ineligible to use the Services, you must not access or use them.
Conflicting Terms: In case of conflicts between the terms in different ZiZi Connect Service Agreements, the most specific terms related to the Service(s) or issue will apply.
Services and Service Term
Subject to availability and acceptance, ZiZi Connect will provide Services to the Customer under a ZiZi Connect Service Agreement. Each agreement must be performed and interpreted according to these Terms and include details like term, pricing, service type, locations, monthly recurring charges (MRC), non-recurring charges (NRC), additional charges, and specific service terms.
ZiZi Connect will make reasonable efforts to install Services by the requested date but cannot guarantee installation on a specific date. If the Customer delays installation, they may be charged additional fees.
ZiZi Connect may conduct a site survey before accepting a Service Agreement and providing Services. If the survey or installation cannot be completed due to the Customer's actions, the Customer may be charged a rescheduling fee.
The Customer is responsible for certain pre-installation tasks, such as providing a pathway for cabling and obtaining necessary approvals from property management.
The Customer can add additional Services during the Service Term by executing an amended ZiZi Connect Service Agreement.
Service Terms may automatically renew unless terminated by either party with sufficient notice.
ZiZi Connect may verify the Customer's creditworthiness and require a deposit.
Customer agrees to Service Appointment terms. A fee may be charged if the Customer refuses remote troubleshooting, is not home for appointments, or cancels less than 24 hours before the appointment.
ZiZi Connect is not responsible for configuring or rectifying issues with Customer-owned devices.
Payment for Service
Rates and charges are outlined in the applicable ZiZi Connect Service Agreement. ZiZi Connect will invoice the Customer monthly in advance for all amounts due.
Charges exclude taxes, which the Customer is responsible for paying.
Invoices are due upon receipt and payable within 30 days. Late payments may result in service suspension or additional fees.
Disputed invoices must be notified to ZiZi Connect within ten days.
Payments of less than the full amount due will not be considered full payment unless agreed upon in writing.
Disputed amounts cannot be offset against payments due on other accounts.
Services, ZiZi Connect Equipment, and Maintenance
ZiZi Connect will maintain and repair its network and equipment. The Customer may be charged for maintenance or equipment damage caused by their actions.
Leased ZiZi Connect Equipment remains ZiZi Connect's property. The Customer cannot damage, tamper with, or remove this equipment.
Upon termination, the Customer must return or allow ZiZi Connect to recover the leased equipment. Failure to do so may result in charges.
The Customer is responsible for maintaining power to ZiZi Connect Equipment.
ZiZi Connect may substitute or rearrange equipment used to deliver Services.
Default, Suspension, and Adjustment of Service
The Customer is in default if they fail to pay, comply with terms, or cure breaches within specified timeframes.
In case of default, ZiZi Connect may suspend or terminate Services without liability.
Termination and Early Termination
Cancellations before the Commencement Date may result in a Cancellation Fee.
Terminations during the Service Term may result in an Early Termination Fee.
The Customer is not liable for fees if the cancellation or termination is due to ZiZi Connect's material breach or if the Customer orders new services with equal or greater MRC.
The Customer must notify ZiZi Connect of their intention to cancel or terminate.
Customer Representations and Warranties
The Customer represents that they are a legally organized entity with the power to enter into this agreement.
The Customer's equipment and facilities will not pose a hazard.
The Customer's use of the Services will comply with all applicable laws.
Unless agreed upon, the Customer will not resell the Services.
The Customer is responsible for the security and confidentiality of their personal information.
Indemnification
The Customer agrees to indemnify ZiZi Connect for certain claims arising from their improper use of the Services, patent infringement, or damage caused by their actions.
ZiZi Connect agrees to indemnify the Customer for claims arising from ZiZi Connect's negligence or willful misconduct.
The indemnified party must notify the indemnifying party of any claim and cooperate in its defense.
The prevailing party in a legal proceeding may recover costs and expenses from the other party.
Statute of Limitations and Limited Liability
Any claim or cause of action must be commenced within one year.
ZiZi Connect is not liable for any direct, indirect, incidental, punitive, special, or consequential damages.
ZiZi Connect's liability is limited to the amounts invoiced to the Customer during the six months prior to the occurrence of any claim.
These limitations survive any termination or expiration of the agreement.
Disclaimer of Warranties
ZiZi Connect does not guarantee uninterrupted or error-free Services.
ZiZi Connect makes no warranties about the results obtained from using the Services.
The Services, Equipment, and Customer Equipment are provided "as is" without warranties.
No oral or written information provided by ZiZi Connect creates a warranty.
Confidentiality
Confidential Information: This includes all details regarding your telecommunication needs and the services ZiZi Connect offers under this agreement. It also includes any information identified as confidential or proprietary by either party when disclosed to the other. Pricing and contract proposals exchanged in writing or orally are considered confidential as well.
Information Ownership and Return: ZiZi Connect owns all Confidential Information disclosed by them. You must return or allow them to recover any leased equipment upon termination of the agreement.
Obligations of the Receiving Party: The party receiving confidential information (Receiving Party) is responsible for:
Maintaining confidentiality for three years after disclosure.
Using the information only for fulfilling their obligations under this agreement.
Limiting disclosure to employees with a need to know.
Not disclosing information to any third party without written permission from ZiZi Connect (Disclosing Party), except as required by law.
Protecting the information with the same degree of care used for their own confidential information.
Disclosure Required by Law: If the Receiving Party is legally required to disclose Confidential Information, they must notify ZiZi Connect promptly to allow them to seek protection. The Receiving Party will cooperate with ZiZi Connect in taking appropriate measures and strive to minimize further disclosure.
Public Knowledge: Information that becomes public knowledge through no fault of the Receiving Party is not considered Confidential Information.
Dispute Resolution and Arbitration
Informal Dispute Resolution: In the event of a disagreement, both parties are encouraged to use their best efforts to resolve the issue directly.
A written notice outlining the nature of the dispute must be provided by the complaining party.
ZiZi Connect will send their notice to your contact information on file.
Your notice should include details like your name, account number, a description of the dispute, and the requested resolution.
ZiZi Connect will then attempt to reach a fair and equitable solution within 30 days of receiving your notice.
Binding Arbitration: If informal resolution fails within 30 days, disputes (except for those listed below) will be settled through binding arbitration according to the terms of this agreement. This arbitration will be conducted in Los Angeles County, California.
You understand and agree that binding arbitration means giving up your right to sue ZiZi Connect in court and waiving the right to a jury trial.
There is no right or authority for disputes to be arbitrated or litigated on a class or consolidated basis.
Exclusions from Arbitration: The following are not subject to arbitration:
Disputes regarding the validity or enforceability of this arbitration provision.
Disputes related to non-payment, late payments, or breaches of confidentiality or intellectual property rights.
Disputes between ZiZi Connect and any state or local regulatory agency.
Arbitration Process:
The arbitration will be conducted by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).
The arbitrator's decision will be final and binding, and judgment on the award may be entered in any court with jurisdiction.
Right to Sue in Small Claims Court: You or ZiZi Connect may still choose to bring an individual action in small claims court if the claim meets the court's jurisdictional limits.
Right to Opt-Out of Binding Arbitration: You have the right to opt-out of binding arbitration within 30 days of the effective date of your service by sending a written notification to ZiZi Connect. This notification should include your name, contact information, and account number (if applicable), and clearly state your decision to opt-out. Opting out will not affect your relationship with ZiZi Connect or your use of their services.
Initiating Arbitration and Selection of Arbitrator
If you cannot reach an agreement with ZiZi Connect through informal discussions, you may initiate an arbitration proceeding with the American Arbitration Association (AAA) under their Commercial Arbitration Rules. You can find more information and file a case with the AAA by calling 800-778-7879 or visiting their website at www.adr.org.
Arbitration Procedures
Because ZiZi Connect's services may involve interstate commerce, the Federal Arbitration Act (FAA) will govern the arbitrability of all disputes. This means any state arbitration laws will not apply unless required by applicable law. If there is a conflict between these Terms and the arbitration organization's rules, these Terms will take precedence.
Evidence Standard
Both parties agree that the Federal Rules of Evidence will apply to the arbitration proceedings.
Payment of Arbitration Fees and Costs
Each party will share the arbitrator's fees and expenses equally. However, each party is responsible for its own additional expenses incurred during the arbitration, such as attorney or expert witness fees. If you win the arbitration, the other party will reimburse you for the fees and costs the arbitrator awarded. The arbitrator cannot award punitive or exemplary damages, or any damages limited or excluded by this agreement. ZiZi Connect will pay any fees and costs they are required to pay by law, regardless of the arbitration outcome.
Finality of the Award
The arbitrator's decision will be final and binding. Both parties agree that the award may be confirmed and enforced in any court with jurisdiction. The FAA will govern all post-award proceedings.
Severability
If any part of this arbitration provision is found to be illegal or unenforceable, that part will be severed from the provision, and the remaining portion will still be enforceable. If the entire arbitration provision is found to be unenforceable, and a court determines a dispute falls outside its scope, both you and ZiZi Connect agree to waive your right to a jury trial to the fullest extent allowed by law.
Continuation of This Provision
This arbitration provision will remain in effect even if your service with ZiZi Connect ends or this agreement expires for any reason.
Force Majeure
If either party's performance is delayed, prevented, or hindered due to unforeseen circumstances beyond their reasonable control (collectively referred to as "Force Majeure Events"), such as acts of God, natural disasters, war, terrorism, labor strikes, power outages, or equipment failures, the affected party will be excused from performance for the duration of the event. The occurrence of a Force Majeure Event will not be grounds for declaring the other party in default. However, if a Force Majeure Event lasts for more than 30 days, the non-affected party may terminate the service(s) impacted by the event without penalty by providing written notice.
Survival of Certain Sections
Sections 1 through 14 of this agreement will remain in effect even if this agreement is terminated or expires for any reason.
Entire Agreement
These Terms of Use, along with any fully executed ZiZi Connect service agreements for services between you and ZiZi Connect, any attachments, and the policies and procedures found on ZiZi Connect's website under "Legal," constitute the entire agreement between you and ZiZi Connect. These Terms supersede all prior or contemporaneous negotiations, discussions, understandings, representations, memorandums, or agreements, whether oral or written, regarding the subject matter covered herein.
Amendments and Modifications
Except as otherwise permitted, any amendments, addendums, or exhibits modifying these Terms must be made in writing and signed by both parties. Electronic copies of these Terms and any amendments or modifications, including electronic or facsimile signatures, will be considered originals by both parties. ZiZi Connect may also change, amend, alter, or modify these Terms at any time without prior notice to you. They will notify you of any material changes by posting them on their website, sending you an email or postal mail notice, or including them in a bill insert. ZiZi Connect may also request your consent to these changes through a click-through electronic signature process, to the extent required by law. If you continue to use ZiZi Connect's services after receiving notice of changes, you are deemed to have accepted those changes. The current version of these Terms, as modified by ZiZi Connect from time to time, will supersede any prior versions you may have received.
No Waiver
If either party fails to insist on the performance of any provision or right granted in these Terms or any other ZiZi Connect service agreement, it will not be construed as a waiver of such provision(s) or right(s). All rights and remedies provided to either party herein or allowed by applicable law are cumulative, and no delay or omission in exercising any of these rights will be construed as a waiver of any.
Severability (Section 14.4)
If any part of this agreement is found to be invalid, illegal, or unenforceable by a court, the remaining parts will still be valid and enforceable. If a provision is invalidated, ZiZi Connect and the Customer agree to negotiate a replacement provision.
Notices (Section 14.5)
All notices under this agreement must be made in writing using one or more of the following methods: email, bill message or insert, first-class mail, certified mail, or overnight delivery. Notices will be sent to the address of record. To send a notice to ZiZi Connect, please use the following address:
ZiZi Connect
Los Angeles CA
Attn: Legal Department
ZiZi Connect will use commercially reasonable efforts to notify you of any change in their contact address. Delivery of notices is considered complete upon receipt.
Headers and No Inferences
You have had the opportunity to review these Terms and consult with legal counsel. If there are any ambiguities, no inferences should be drawn against ZiZi Connect. The headers in these Terms are for convenience and reference only and should not be used to interpret the Terms.
Assignment
You cannot assign these Terms without ZiZi Connect's prior written consent, which will not be unreasonably withheld. ZiZi Connect may assign these Terms without your prior notice or consent. These Terms will bind and benefit both parties' permitted successors and assigns.
Governing Law and Venue
These Terms are governed by and construed in accordance with the laws of the State of California, excluding any choice of law provisions. Any dispute or action arising under these Terms, including any arbitration, will be heard in Los Angeles County, California.
No Partnership or Joint Venture
Nothing in these Terms creates an agency, joint venture, partnership, employment relationship, or any third-party beneficiary relationship. Neither party has the authority to bind the other party in any respect.
Consent to Multiple Communication Forms
By using any of ZiZi Connect's services, you consent to receiving communications from ZiZi Connect, its affiliates, or subcontractors performing or providing services on behalf of ZiZi Connect, via telephone, text, or email. Subject to applicable law, you acknowledge and agree that you may not opt out of these non-promotional communications regarding your services.
