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Terms & Conditions

Updated at 17 September 2024.

Please read these Standard Terms of Use (“Terms”) carefully. By using the Service (defined below) or signing up for an account, you are agreeing to these Terms, which will result in a legal agreement between you and Delzonic Inc. (collectively, “Delzonic,” “we,” or “us”).

Delzonic offers a software (the “App”) that allows you to obtain analytical data about products and online shops for online shop owners. The App is part of the platform operated by Delzonic (the “Delzonic Platform”) and is offered through our websites, including https://www.delzonic.com, and any other website, mobile application and browser extension owned, operated or controlled by us (we’ll collectively refer to these as the “Delzonic Site”, and together with the App and insights, analytics, and other features we make available through our products and services, the “Service”). Delzonic has employees, officers, directors, independent contractors, and representatives (“our Team”). As a customer of the Service or a representative of an entity that’s a customer of the Service, you’re a “Member” according to this Agreement (or “you”).

These Terms (collectively, the “Agreement”) define the terms and conditions under which you’re allowed to use the Service in accordance with the Agreement, which in addition to our Privacy Statement and Cookie Statement, describe how we’ll treat your account and the data we collect and process about you and your online shop while you’re a Member. If you don’t agree to these Terms, you must immediately discontinue your use of the Service.

Delzonic uses TikTok to provide certain features of the Service, and, as a result, we are contractually obligated to make our Members aware of certain terms related to the use of such features. Therefore, you acknowledge and agree that by signing up for an account and using the Service, you are also bound by the TikTok Terms of Service.

If you download the App through Google Chrome, Firefox, Safari, Opera, Bing or other browser or distribution platform (“App Provider”), you acknowledge and agree that: (i) these Terms are between us, and not with the App Provider, and that we are responsible for the Service, not the App Provider; (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims you or any third party have relating to the App; and (iv) the App Provider is a third party beneficiary of these Terms as related to your use of the App, and the App Provider will have the right to enforce these Terms as related to your use of the App against you.

I. Account

  1. Elegibility

In order to use the Service, you must:

  1. be at least eighteen (18) years old and able to enter into contracts;
  2. complete the account registration process;
  3. agree to these Terms and the other terms and conditions linked in these Terms that form part of the Agreement;
  4. provide true, complete, and up-to-date contact and billing information;
  5. not be based in comprehensively embargoed and comprehensively sanctioned jurisdictions, including Cuba, Iran, North Korea, Syria and the regions of Crimea, Zaporizhzhia and Kherson, the Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR) in Ukraine, and Russia , or are not otherwise prohibited from using the Platform under the laws and regulations of the United States, or any other applicable jurisdiction;
  6. and not be included in lists maintained by the United States or other applicable jurisdictions prohibiting transactions with and the export of US products to certain entities, people and jurisdictions.

By using the Service, you represent and warrant that you meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

Delzonic may refuse service, close accounts of any Members, and change eligibility requirements at any time.

  1. Term

When you sign up for an account and agree to these Terms, the Agreement between you and Delzonic is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as you have a Delzonic account or until you or we terminate the Agreement in accordance with these Terms, whichever happens first. If you sign up for an account on behalf of a company or other entity, you represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

  1. Closing your Account

You or Delzonic may terminate the Agreement at any time and for any reason. You may do so by terminating your Delzonic account or we may do so by giving notice to you that we are terminating the Agreement. We may suspend the Service to you at any time, with or without cause. We won’t refund or reimburse you in any situation. If your account is inactive for 24 or more months, we may terminate your account and you won’t be entitled to a refund for any prepaid amounts or reimbursement. Once your account is terminated, you acknowledge and agree that we may permanently delete your account and all the data associated with it. Usernames are unique and can only be used once. If your account has been terminated, the username will no longer be available for use on any future accounts and cannot be reclaimed.

  1. Changes

We may change any of the Terms by posting revised Terms on our Delzonic Site. Unless you terminate your account, the new Terms will be effective immediately upon posting on the effective date indicated in the new Terms, as applicable, and apply to any continued or new use of the Service. We may change the Service or any features of the Service at any time, and we may discontinue the Service or any features of the Service at any time, and we are not in any way liable to you for any modification, suspension, termination, or discontinuation.

  1. Account and Password

You’re responsible for keeping your account name and password confidential. You’re also responsible for any account that you have access to and any activity occurring in such account (other than activity that Delzonic is directly responsible for that isn’t performed in accordance with your instructions), whether or not you authorized that activity. You’ll immediately notify us of any unauthorized access or use of your accounts. We’re not responsible for any losses due to stolen or hacked passwords. We don’t have access to your current password, and for security reasons, we may only provide you with instructions on how to reset your password. We have the right to update any of your contact information in your account for billing purposes. In addition, you represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate. We may contact you, or any seat, authorized user, or login added to your account, based on the information provided in your account.

  1. Account Disputes

We don’t know the inner workings of your organization or the nature of your personal relationships. You won’t request access to or information about an account that’s not yours, and you’ll resolve any account-related disputes directly with the other party. We decide who owns an account based on a number of factors, including the content in that account, and the contact and profile information listed for that account. In cases where differing contact and profile information is present or we are unable to reasonably determine ownership, we’ll require you to resolve the matter through proper channels outside of Delzonic.

When a dispute is identified, we may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account until the dispute is properly resolved.

II. Payment

Any contractual relationship for use of the Service and any obligation to pay money due remains with and to us. Payments will automatically be set up to Delzonic. Payment to Delzonic in line with these Terms settles your relevant obligation to us in terms of money owed.

  1. Paid Plans

If you sign up for a paid monthly plan, you will be required to self-select both your package (e.g., Growth, Professional) (together, your “Paid Plan”) from the options posted on our Delzonic Site based on your anticipated use of the Service. Each Paid Plan offers different pricing and feature options and has varying usage limits. Once you select your Paid Plan, Delzonic will never automatically upgrade or downgrade your Paid Plan. So, give yourself room to grow if you’ll need it! If you exceed your Paid Plan usage limits (either by exceeding your analysis or monthly limits, or both), you will incur additional charges for the prior billing cycle based on your current Paid Plan, which will be detailed on your bill and in your account. If you participate in a Free Trial, and exceed the permitted number of analysis or usage limits during that time, Delzonic may adjust your analysis tier to a more cost effective option at the end of your Free Trial once billing begins. We will notify you if we automatically adjust your tier, and you will have the option to modify your analysis or limit counts, or select another plan. Before paying for your Paid Plan for the first time, you will have an opportunity to preview the additional charges which would apply to your Paid Plan should you incur them by exceeding your self-selected usage limits. If you decide to proceed, and you incur additional charges, you agree to pay them on or before the next Pay Date, as described below. You will always have the option to upgrade to a higher tier at any time. If you upgrade during a billing cycle, you may elect to upgrade your package, your analysis limit, or both. If you elect to upgrade both, the upgrade amount for the package upgrade is calculated first, and the upgrade amount for the limit upgrade is calculated second. In any event, your monthly charge for that billing cycle will be calculated based on the number of days in that billing cycle during which you were at each of the lower tier and the higher tier (including any applicable additional charges for the higher tier). You will also have the option to downgrade to a lower tier at any time, but if you elect to downgrade during a billing cycle, your downgrade will not be effective until the end of that billing cycle, and you will still be charged for that entire billing cycle at the higher tier (including any applicable additional charges for the higher tier).

When you sign up for a Paid Plan, you agree to monthly recurring billing, starting on the date you sign up. Billing occurs on the same day each month, based on the date that you first started paying for any recurring monthly plan. Payments are due for any month on the same or closest date to the day you made your first monthly payment (the “Pay Date”). If any part of a month is included in the Term, then payment is required for the full month. If you exceed your self-selected usage limits for your Paid Plan, then you’ll have to pay additional charges (as described above) for the prior billing cycle on or before the next Pay Date, even if the Term ends or you downgrade to a Free Plan before that payment is otherwise due. Billing for Paid Plans may be paused, and you may choose to close your account permanently at any time.

  1. Free Plan

All Members have access to basic functionality under the free plan (“Free Plan”). If you use the Service under the Free Plan and you want to go over the Free Plan limits, you’ll be required to select and pay for a Paid Plan. Paid Plans are described in Section 7 above. If you exceed your Free Plan limits, or otherwise upgrade your account to a paid Paid Plan, you’ll only be provided one complimentary downgrade to the Free Plan (provided your analysis volume and other feature usage drops down to the Free Plan usage limits in effect at the time of downgrade). If you go over the limits for the Free Plan more than once, you’ll no longer qualify for the Free Plan, even if your future analysis volume and numbers are within the limits of the Free Plan.

  1. Promotional Free Trial Membership

From time to time at our discretion, we may offer a promotional, free trial period of 1 month, 14-days, or 7-days for a Paid Plan (“Trial Period”). To activate the Trial Period, you will be required to (1) enroll for the eligible Paid Plan of your choice, and (2) provide valid payment information to us at the time of enrollment. If you exceed the permitted number of analysis during your Free Trial, Delzonic may adjust your tier to a more cost effective option at the end of your Free Trial once billing begins. We will notify you if we automatically adjust your tier or plan, and you will have the option to modify your analysis, or select another plan. Upon the expiration of the Trial Period, you will be charged on a monthly basis at the then-current rate for the Paid Plan you have selected and your current tier until you cancel, change to a different paid monthly plan, or change to a Free Plan. Prior to the expiration of the Trial Period, we will notify you of the upcoming expiration of your Trial Period. If the payment method we have on file for you is declined, you must provide to us a new, valid payment method for the Paid Plan or we reserve the right, without further notice, to immediately suspend or cancel your continued use of the Paid Plan.

To be eligible for the Trial Period, you must be a new Delzonic customer and sign up for a Paid Plan using the “Start Free Trial” option (or other like wording). The Promotional Free Trial Membership offer cannot be combined with any other Delzonic offer(s) and is available for a limited time. Offer is provided through a 100% discount to your recurring Delzonic plan charges for the first bill immediately following fulfilling the eligibility criteria. You can pause your subscription or delete your Delzonic account at any time via the Settings section in the Account & Billing area. Pausing your Paid Plan or deleting your Delzonic account will become effective immediately. You can downgrade your Paid Plan in the Monthly Plans or Credits page in the Billing Section. Downgrading your Paid Plan will become effective at the end of the monthly billing period. You will not receive a refund for previously billed charges. Terms, conditions, pricing, special features, and service and support options are subject to changes without notice.

  1. Offers

From time to time at our discretion, we may offer an introductory promotional discount of a percentage off the monthly base price of Delzonic Growth or Professional plan for the first 12 (twelve) months of service, starting from the date of enrollment followed by the then-currently monthly list price based on your analysis usage. Discount applies to the monthly plan. Your account will automatically be charged on a monthly basis until you cancel. If you upgrade or downgrade to a different plan, the price will change to the then current list price for such relevant subscription. Taxes may be applied where applicable. Accounts will be placed on hold if no valid payment method is on file after the promotional period ends. To be eligible for this offer you must be a new Delzonic customer or existing customer on the Free plan within 90 days of account creation in select countries, and sign up for the Growth or Professional monthly plan using the “Buy Now” button. Offer available for a limited time only. Discount has no cash value. Delzonic accounts with compliance holds or violations are ineligible. You can pause your subscription or delete your Delzonic account at any time via the Settings section in the Account & Billing area. Pausing your monthly plan or deleting your Delzonic account will become effective immediately. You can downgrade your monthly plan in the Monthly Plans or Credits page in the Billing Section. Changing your monthly plan will become effective at the end of the monthly billing period. You will not receive a refund for previously billed charges. You will immediately lose the offer if you cancel your account during or prior to the end of the promotional period. Pausing your account does not pause the promotional period and the promotion will expire 12 months from when it was originally applied to your account. Changing your plan does not extend the duration of the promotional period and the promotion will expire 12 months from when it was originally applied to your account. This offer cannot be combined with any other Delzonic offer(s). These offer terms do not replace Delzonic’s standard Terms of Use and Privacy Statement, which continue to apply to your use of Delzonic. All personal information will be handled in accordance with Delzonic’s Privacy Statement. Terms, conditions, pricing, special features, and service and support options subject to change without notice.

  1. Debit and Credit Cards

As long as you are a Member with a Paid Plan (a “Monthly Plan”) or are otherwise utilizing paid features of the Service or have an outstanding balance with us, you’ll provide us with valid debit or credit card (“card”) information and authorize us to deduct your charges against that card. You’ll replace the information for any card that expires with information for a valid one. If your card is automatically replaced with a new card by a payment processor, you acknowledge and agree that we are authorized to deduct any charges on your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and won’t be rejected. If we are unable to process your card order for any reason, we’ll try to contact you by email and may suspend your account until your payment can be processed.

  1. Refunds

You will not be entitled to a refund or credit from us under any circumstance. However, we may, at our sole discretion, offer a refund, discount or credit.

  1. Billing Changes and Taxes

We may change any of our fees, including our charges for Monthly Plans, at any time by posting a new pricing structure to our Delzonic Site or in your account and/or sending you a notification by email.

“Tax” or “Taxes” means all applicable taxes, including but not limited to indirect taxes such as goods and services tax (“GST”), value added tax (“VAT”), sales tax, fees, duties, levies, or other similar taxes. Unless otherwise stated, any consideration, amount payable, prices, fees, payment terms and/or any other amounts are exclusive of Taxes. In the event that any amount payable by you to Delzonic is subject to Taxes, Delzonic shall collect the full amount of those Taxes from you and said collection shall not reduce or somehow impact the amount to which Delzonic is entitled. You will reimburse and indemnify Delzonic for any Taxes, interest, and penalties that Delzonic may be compelled to pay on account of your non-payment. You must pay any applicable Taxes. In the event that any payments and/or amount payable by you to Delzonic is subject to (i) any withholding or similar tax; (ii) any Taxes not collected by Delzonic; or (iii) any other Taxes or other government levy of whatever nature, the full amount of that tax or levy shall be solely your responsibility and shall not reduce the amount to which Delzonic is entitled under the Agreement. You will indemnify and hold Delzonic harmless against any and all claims by any competent tax authority related to any such withholding or similar taxes and any penalties and/or interest thereon.

III. Rights

  1. Feedback and Proprietary Rights

You shall retain all right, title, and interest in and to the material, content, data, and information (including your personal information and the personal information of others) you submit to Delzonic in the course of using the Service or which Delzonic otherwise retrieves or accesses at your direction or with your permission (collectively, your “Content”). Subject to these Terms, you grant us permission to use or disclose your Content (including any personal information therein) only as necessary to provide the Service to you and/or as otherwise permitted by these Terms, including as further provided under Section 15. You represent and warrant that: (i) you own or have otherwise obtained all necessary rights, releases, and permissions to submit all your Content to the Service and to grant the rights granted to us in these Terms and (ii) your Content and its submission and use as you authorize in these Terms will not violate (1) any applicable law, (2) any third-party intellectual property, privacy, publicity, or other rights, or (3) any of your or third-party policies or terms governing your Content.

You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a perpetual, irrevocable, royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that we may use any Feedback you provide to improve the Service or to develop new features and services.

  1. Privacy

Your privacy is important to us. Please read our Privacy Statement and our Cookie Statement for information regarding how we collect, use, and disclose your personal information and the privacy rights available to you when you use and interact with the Service.

For the purposes of privacy and data protection laws, for much of the personal information we process when providing the Service, we act as your processor or service provider. However, there are certain instances, as more fully described in our Privacy Statement, where we process personal information, including Content and other data from Member accounts, as a controller to provide and develop the Service and for other important business purposes (e.g., for billing, administrative, security, and product improvement purposes) to provide, develop, and improve other Delzonic products and services that you connect through the Service or otherwise use in accordance with the applicable Delzonic terms of service, including to provide you with greater insights about your business and to personalize your user experience within the Delzonic Platform.

When we, as a controller, process data that originates from the European Economic Area, UK, or Switzerland in a country that has not been found to provide an adequate level of protection under applicable data protection laws, we shall process such data in compliance with the standard contractual clauses between controllers annexed to the European Commission’s Implementing Decision 2021/914 of 4 June 2021, or the equivalent clauses adopted by the UK Government (the “Controller-to-Controller Clauses”).

We cannot guarantee the security of every data transmission over the internet.

In order to properly support and serve you, we occasionally need to reach out and contact you and may do so in a variety of ways such as via text message, email or messaging functionality in the Service. We want to provide you with options for receiving communications from us, and as such, you may opt-in or opt-out of receiving certain types of communications from us or sign up to receive certain kinds of messages from us. You will need to notify us of any changes to your contact details to ensure your preferences are updated.

You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that we may use your telephone number for “multi-factor authentication” (“MFA”), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve Delzonic sending text messages containing security codes to your telephone number. You agree to receive these texts from us containing security codes as part of the MFA process. In addition, you agree that we may send automated text messages and pre-recorded voice messages to the telephone number you provide for other limited purposes, including: providing you with important critical notices regarding your use of the Service, or fulfilling a request made by you through the Service.

Additionally, we may use your telephone number to contact you about special offers or other Delzonic or third party products or services unless you opt out of such marketing. By providing a telephone number in connection with the Service, you verify that you are the current subscriber or owner of that number. In addition, you expressly agree that Delzonic and its affiliates may contact you by telephone or text message (including through the use of artificial voices, prerecorded voice messages and/or autodialed calls and text messages) to the telephone number you provide or to any number provided to us on your behalf, for various purposes including verifying your identity, providing you with important notices regarding your account or use of the Service, fulfilling your requests or letting you know about promotions or other Delzonic services we think we may be of interest to you.

Your consent to receive automated calls and texts is completely voluntary, and you may opt out any time. You acknowledge that if you do not opt out, we may contact you even if your number is listed on a do-not-call list or if you cancel your account or terminate your relationship with us. You do not have to agree to receive promotional calls or texts as a condition of purchasing any goods or services.

With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to Delzonic (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details). You understand and agree, for any text messages sent to you in connection with the Service, that: (a) message frequency may vary, (b) message and data rates may apply, and Delzonic is not responsible for these charges, (c) you may reply HELP for information, (d) you can reply STOP to opt out at any time (though if you do, you agree to receive a single message confirming your opt-out) and (e) neither Delzonic nor mobile carriers involved in the text messaging are liable for delayed or undelivered messages. To opt out of automated voice calls, you must provide us with written notice revoking your consent by contacting us, and including your full name, mailing address, account number and the specific phone number(s) you wish to opt out of such calls.

IV. Rules and abuse

  1. General Rules

Delzonic doesn’t allow accounts whose shop promote or incite harm toward others or that promote discriminatory, hateful, or harassing content. To this end, we may suspend or terminate your account if your shop creates or distributes any Content that we determine, in our sole discretion, contains either of the following:

  • A Threat of Physical Harm. This means any statement, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others.
  • Hateful Content. This means any statement, image, photograph, advertisement, or other Content that in our sole judgment could be reasonably perceived to harm, threaten, promote the harassment of, promote the intimidation of, promote the abuse of, or promote discrimination against others based solely on race, ethnicity, national origin, sexual orientation, gender, gender identity, religious affiliation, age, disability, disease, or immigration status.

We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:

  • an organization that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content or A Threat of Physical Harm;
  • a person that has publicly made a comment or statement, or otherwise publicly made known a position, including by membership in an organization as discussed above, that could be reasonably perceived as Hateful Content or A Threat of Physical Harm; or
  • a person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content or A Threat of Physical Harm.

Delzonic also does not allow the distribution of Content that is, in our sole discretion, materially false, inaccurate, or misleading in a way that could deceive or confuse others about important events, topics, or circumstances.

If you violate any of these rules, then we may issue a warning to, suspend, or terminate your account.

  1. Reporting Abuse

If you think anyone is violating any of these Terms, please notify us immediately. If you received harmful content you think came from a Delzonic Member, please report it to our team via contact form. If you think anyone has posted material that violates any protected marks or copyrights, then you can also notify us via our contact form.

  1. Bandwidth Abuse/Throttling

You may only use our bandwidth for your Content and Sites. We may throttle your connection through our API at our discretion.

  1. Compliance with Laws and Regulations

You represent and warrant that your use of the Service will comply with all applicable laws and regulations, including as may be amended or adopted over time. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like HIPAA, GLBA, Data Protection Laws (as defined in the Data Processing Addendum), anti-corruption and anti-bribery laws and regulations, United States and any other applicable economic sanctions, and export control laws and regulations (“Global Trade Laws and Regulations”), laws or regulations applicable to artificial intelligence features or Content, or other applicable laws. If you’re subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service doesn’t meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by the Federal Trade Commission Act, Fair Credit Reporting Act, Equal Credit Opportunity Act, Children’s Online Privacy Protection Act, Telephone Consumer Protection Act, or any other applicable laws.

If you collect any personal information pertaining to a minor and store such information within your Delzonic account, you represent and warrant that you have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.

You agree, represent, and warrant to Delzonic that:

  1. If and to the extent required by Data Protection Laws, you will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that (a) satisfies the requirements of applicable Data Protection Laws, (b) describes your use of the Service, and (c) includes a link to our Privacy Statement.
  2. You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to Delzonic and any Third-Party Integrations (defined below) and to enable such data to be lawfully collected, processed, and shared by Delzonic and such third parties for the purposes of providing the Service or as otherwise directed by you.
  3. You will comply with all laws, rules, and regulations applicable to the use of the Service, including those relating to (a) acquiring consents (where required) to lawfully use Content, and (b) the Content in your shop.
  4. You will provide all notices and obtain all necessary consents required by applicable Data Protection Laws to enable Delzonic to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from your devices in accordance with and as described in our Cookie Statement.
  5. All the content and material you provide or use in connection with the Service does not infringe upon or violate any copyright, trademark, privacy, publicity, or other proprietary right of any third party.

In addition, if you are subject to EU Data Protection Law, you acknowledge and agree that we have your prior written authorization to respond, at our discretion, to any data subject access requests we receive from your shop buyers made under EU Data Protection Law.

  1. Global Trade Compliance

You will not use, export, re-export, import, sell, release, or transfer the App, Delzonic Platform, or the software that supports the App (“Software”) directly or indirectly, except as authorized by United States law, the laws of the jurisdiction where the App, Delzonic Platform and Software are made available, and any other applicable laws and regulations. In particular, but without limitation, the App, Delzonic Platform, Software, source code, and technology may not be exported, or re-exported, transferred, or released (a) into Cuba, Iran, North Korea, Syria and the Crimea, Zaporizhzhia, Kerson, Donetsk (“DNR”), and Luhansk (“LNR”) regions of Ukraine) and Russia; or (b) to anyone included in the U.S. Treasury Department’s list of Specially Designated Nationals or on any other applicable restricted party lists in the US or other applicable jurisdictions. By using the App and the Software, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use the App, Delzonic Platform and Software for any purposes prohibited by United States law.

In addition, you certify that neither you nor any principals, officers, directors, or any person or entity (including any beneficiaries, owners, affiliated and/or associated parties) you know to be involved with the use of the Software, Delzonic Platform and the Services are not: (a) on any sanctions lists in the countries where the Software and Services are available, (b) doing business in any of the U.S. embargoed countries, and (c) a military end user.

It’s important to note that this Section 20 isn’t meant to provide a comprehensive summary of the Global Trade Laws and Regulations that govern Delzonic, the Service, or the Delzonic Platform, the App, or the Software. You’re downloading and using the Software at your own risk, and it’s your responsibility to consult with a legal advisor to make sure your use of the Service and the Software complies with applicable laws.

V. Liability

  1. Limitation of Liability

To the maximum extent permitted by law, you acknowledge and agree that (i) you assume full responsibility for any loss that results from your use of the Service, including any downloads from the Delzonic Site; (ii) we and our Team won’t be liable for any indirect, punitive, special, or consequential damages, including any loss of data, profits, revenues, business opportunities, goodwill, or anticipated savings under any circumstances, even if they’re based on negligence or we’ve been advised of the possibility of those damages; and (iii) in any calendar month, the total liability of Delzonic and our third-party providers, licensors, distributors, or suppliers to you arising out of or relating to the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid us for the Service the preceding month.

You are liable for any Content sent through the Service. Without limitation to the other provisions of these Terms, it is your responsibility to review all Content prior to using it through the Service. Delzonic is not liable for any Content you send through the Service. For the avoidance of doubt, in no instance will we or our Team be liable for any losses or damages you suffer if you use the Service in violation of these Terms, regardless of whether we terminate or suspend your account due to such violation.

We are not liable for your relationship with your shop customers and how you interact with them, including your collection of personal information or your collection of consent to obtain data and communicate with your shop customers.

  1. No Warranties

Except as expressly stated in these Terms, the Service is provided as-is and, to the fullest extent permitted by law, we don’t provide warranties, conditions, or undertakings of any kind in relation to the Service, either express or implied. This includes, but isn’t limited to, warranties of merchantability and fitness for a particular purpose, data loss, merchantability, or non-infringement or any warranties with respect to the accuracy, reliability, or availability of any content or information made available in or through the Service. Since Members use the Service for a variety of reasons, we can’t guarantee that it’ll meet your specific needs.

  1. Indemnity

You agree to indemnify and hold us and our Team harmless from any losses, damages, judgments, fines, and costs, including legal fees and expenses in connection with any claims you make that aren’t allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold us harmless from any losses, damages, judgments, fines, and costs, including legal fees and expenses, in connection with any claims arising out of or relating to (i) your Content or Sites, (ii) your use (or any third-party’s use) of the Service, (iii) your violation of any laws or regulations, (iv) third-party claims that you or someone using your password did something that, if true, would violate any terms of the Agreement, (v) any misrepresentations made by you, or (vi) a breach of these Terms or any representations or warranties you’ve made to us.

  1. Equitable Relief

Your violation of these Terms may cause irreparable harm to us and our Team. Therefore, we have the right to seek injunctive relief or other equitable relief if you violate these Terms (meaning we may request a court order to stop you).

  1. Subpoena Fees

If we have to provide information in response to a subpoena, court order, or other legal, governmental, or regulatory inquiry related to your account, then we may charge you for our costs. These fees may include attorney and employee time spent retrieving the records, preparing documents, and participating in a deposition.

  1. Disclaimers

We and our Team aren’t responsible for the behavior of any third parties, agencies, linked websites, or other Members, including third-party applications, products, or services for use in connection with the Service (each, a “Third-Party Integration”). Your use of any Third-Party Integration and rights with respect to such Third-Party Integration are solely between you and the applicable third party. We are not responsible for the privacy, security or integrity of any Third-Party Integration or the practices and policies of any Third-Party Integration. We make no warranties of any kind and assume no liability of any kind for your use of any Third-Party Integration.

VI. Other Important Aspects

  1. Assignments

You may not assign any of your rights under the Agreement to anyone else. We may assign the Agreement and any of our rights and obligations hereunder to any other individual or entity at our discretion.

  1. Choice of Law

The State of Delaware laws and the Federal Arbitration Act will govern all disputes arising out of or relating to the Service and the Agreement, regardless of conflict of laws rules.

  1. Dispute Resolution

If you are a U.S. customer:

You and Delzonic agree that, except as provided below, any dispute, claim or controversy arising out of or relating in any way to the Service or this Agreement (a “Claim”) will be determined by binding arbitration or small claims court, instead of in courts of general jurisdiction.

Either you or Delzonic can seek to have a Claim resolved in small claims court if all the requirements of the small claims court are satisfied. Either you or Delzonic may seek to have a Claim resolved in small claims court in your county of residence or the small claims court in closest proximity to your residence, and you may also bring a claim in small claims court of Delaware.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this arbitration provision, and that you and Delzonic are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of the Agreement and/or the termination of your Service.

If you elect to seek arbitration, you must first send to Delzonic a written Notice of your Claim (“Notice of Claim”). The Notice of Claim to Delzonic should be sent in care of our contact form. The Notice of Claim should include both the mailing address and email address you would like Delzonic to use to contact you. If Delzonic elects to seek arbitration, it will send, by certified mail, a written Notice of Claim to your address on file. A Notice of Claim, whether sent by you or by Delzonic, must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific amount of damages or other relief sought.

You and Delzonic agree that good-faith informal efforts to resolve disputes often can result in a prompt, low-cost and mutually beneficial outcome. You and Delzonic therefore agree that, after a Notice of Claim is sent but before either you or Delzonic commence arbitration or file a claim in small claims court against the other, we will personally meet, via telephone or videoconference, in a good-faith effort to confer with each other and try to resolve informally any Claim covered by the Agreement. If you are represented by counsel, your counsel may participate in the conference as well, but you agree to fully participate in the conference. Likewise, if Delzonic is represented by counsel, its counsel may participate in the conference as well, but Delzonic agrees to have a company representative fully participate in the conference. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the informal dispute resolution process required by this paragraph.

If we do not reach an agreement to resolve the Claim within sixty (60) days after the Notice of Claim is received, you or Delzonic may commence an arbitration proceeding by filing a Demand for Arbitration or, alternatively, by filing a Claim in small claims court. You agree that you may not commence any arbitration or file a claim in small claims court unless you and Delzonic are unable to resolve the claim within 60 days after we receive your completed Notice of Claim and you have made a good faith effort to resolve your claim directly with Delzonic during that time. If a Claim qualifies for small claims court, but a party commences an arbitration proceeding, you and Delzonic agree that either party may elect instead to have the Claim resolved in small claims court, and upon written notice of a party’s election, the American Arbitration Association (“AAA”) will administratively close the arbitration proceeding. Any dispute about whether a Claim qualifies for small claims court shall be resolved by that court, not by an arbitrator. In the event of any such dispute, the arbitration proceeding shall remain closed unless and until a decision by the small claims court that the Claim should proceed in arbitration. You may download or copy a form of notice and a form to initiate arbitration at www.adr.org or by calling 1-800-778-7879. The arbitration will be conducted by the AAA before a single AAA arbitrator under the AAA’s rules, which are available at www.adr.org or by calling 1-800-778-7879, except as modified by these Term. Unless Delzonic and you agree otherwise, any arbitration hearings will take place in the county (or parish) of either your residence or of the mailing address you provided in your Notice of Claim.

The arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the State of Delaware or the state of your residence and will be selected by the parties from the AAA’s National Roster of arbitrators. The arbitrator will be selected using the following procedure: (a) the AAA will send the parties a list of five candidates meeting this criteria; (b) if the parties cannot agree on an arbitrator from the list, each party shall return its list to the AAA within 10 days, striking up to two candidates, and ranking the remaining candidates in order of preference; (c) the AAA shall appoint as arbitrator the candidate with the highest aggregate ranking; and (d) if for any reason the appointment cannot be made according to this procedure, the AAA may exercise its discretion in appointing the arbitrator. The arbitrator is bound by these Terms. Except as otherwise provided below, all issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration provision.

You and Delzonic agree that an administrative conference with the AAA shall be conducted in each arbitration proceeding, and you and a Delzonic company representative shall appear at the administrative conference via telephone. If you fail to appear at the administrative conference, regardless of whether your counsel attends, the AAA will administratively close the arbitration proceeding without prejudice, unless you show good cause as to why you were not able to attend the conference.

The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. Delzonic will not seek to recover its attorneys’ fees and costs in arbitration from you unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). Judgment on any award may be entered in any court having jurisdiction. This agreement to arbitrate shall not preclude any party to the arbitration from at any time seeking injunctions or other forms of equitable relief in aid of arbitration from a court of appropriate jurisdiction including whether a Demand for Arbitration is filed in violation of these Terms.

Unless you or Delzonic seek to have a Claim resolved in small claims court, the arbitrator shall determine all issues of liability on the merits of any Claim asserted by you or Delzonic and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or Delzonic prevail on a Claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual Claims in arbitration. Before a court of competent jurisdiction issues any public injunctive relief, it shall review the factual findings of the arbitration award on which any injunction would issue with no deference to the arbitrator.

Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. You are required to pay AAA’s initial filing fee, but Delzonic will reimburse you for this filing fee at the conclusion of the arbitration to the extent it exceeds the fee for filing a complaint in a federal or state court in your county of residence or in Delaware. If the arbitrator finds that either the substance of your Claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules and Delzonic will not reimburse your initial filing fee. You and Delzonic agree that the AAA has discretion to modify the amount or timing of any administrative or arbitration fees due under the AAA Rules where it deems appropriate, provided that such modification does not increase the AAA fees to you or Delzonic, and you and Delzonic waive any objection to such fee modification.

You and Delzonic agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if you have elected arbitration, unless both you and Delzonic agree otherwise, the arbitrator may not consolidate any other person’s Claims with your Claims and may not otherwise preside over any form of a representative or class proceeding. If Delzonic believes that any Claim you have filed in arbitration or in court is inconsistent with the limitations in this paragraph, then you agree that Delzonic may seek an order from a court determining whether your Claim is within the scope of the Class Action Waiver. If this Class Action Waiver is found to be unenforceable, then the entirety of this Dispute Resolution Section shall be null and void.

  1. Force Majeure

We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.

  1. Survivability

Even if the Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Dispute Resolution, Choice of Law, Severability, and Entire Agreement.

  1. Severability

If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as required, and the rest of the Agreement will still be valid.

  1. Interpretation

The headers and sidebar text are provided only to make these Terms easier to read and understand. The fact that we wrote these Terms won’t affect the way the Agreement is interpreted.

  1. Waiver

If we don’t immediately take action on a violation of these Terms, we’re not giving up any rights under the Terms, and we may still take action at some point.

  1. No Changes in Terms at Request of Member

Because we have so many Members, we can’t change these Terms for any one Member or group.

  1. Further Actions

You’ll provide all documents and take any actions necessary to meet your obligations under these Terms.

  1. Notification of Security Incident

If we become aware of a security incident related to our systems or databases that contain personal information of you, we’ll notify you if required by law. In that event, we’ll also provide you with information about that incident so that you can evaluate the consequences to you and any legal or regulatory requirements that may apply to you, unless we’re prevented from doing so by legal, security or confidentiality obligations. Notifying you of a security incident or cooperating with you to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of Delzonic for such incident.

  1. Beta Services

From time to time, (i) we may invite you to try products or features related to our Service that are not generally available to all of our Members or the public or (ii) we may release products or features related to our Service that are identified in the App as beta, preview, pilot, limited release, or by a similar designation (collectively, “Beta Services”). Beta Services may be provided for evaluation or testing purposes only, and, therefore, may contain bugs or errors, and may not be as reliable as other features of the Service. The Beta Services are provided as-is. Your use of such features may include additional rules or restrictions that we may place on their use. We may discontinue Beta Services at any time in our sole discretion, and we may decide not to make Beta Services generally available. For the avoidance of doubt, Beta Services are a part of the Service, and, therefore, are subject to the terms of the Agreement.

  1. Notices

Any notice to you will be effective when we send it to the last email or physical address you gave us or when posted on our Delzonic Site. Please note that, for purposes of providing notice, we may use any email or physical address within your account, including contact information associated with an account’s primary contact, billing contact, owner profile, or any other profile or seat associated with the account. Any notice to us will be effective when delivered to us via contact form at Delzonic Site.

  1. Entire Agreement

The Agreement makes up the entire agreement between us in relation to its subject matter and supersedes all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when you activate or use the corresponding feature of the Service.

Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.

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