Terms of Service

ZUGO BIKE, LLC

TERMS OF SERVICE

            This website (https://zugobike.com) and related e-commerce business, as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto, including all product sold through them (referred to as the “Site”), is operated by ZuGo Bike LLC, a Texas limited liability company based in Austin, Texas. Throughout these Terms of Service, the terms “we”, “us”, “our”, “Zugo”, “Zugo Bike” or “ZB” refer to ZuGo Bike LLC. The end user shall be referred to sometimes as “you”, “You”, “end user”,  or “user”. ZuGo Bike LLC offers this Site, including all information, tools, services, and products available from this Site to you, the end user, expressly conditioned upon your acceptance of all terms, conditions, policies and notices stated in these Terms of Service.

SECTION 1 - AGREEMENT  TO TERMS

  1. These Terms of Service (referred to herein as the “Terms of Service” or “Terms”), constitute a legally binding agreement (i.e., a contract) made between you, whether personally or on behalf of an entity (“you”) and ZuGo Bike LLC concerning your access to and use of the Site (i.e., https://zugobike.com), as well as your purchase of any service or product offered for sale on or through the Site. You agree that by accessing the Site and/or purchasing any product or service through the Site, you have read, understood, and agreed to be bound by all of these Terms of Service. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service with no modifications. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF SERVICE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
  1. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Service at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Service, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Service by your continued use of the Site after the date such revised Terms of Service are posted.
  1. The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
  1. The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
  1. The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use the Site.
  1. By visiting, using, or accessing, our Site, including any information or materials contained on the Site or available through it, and/or purchasing anything from us, you engage in our “Service” and agree to be bound by these Terms of Service, including those additional terms and conditions and policies referenced herein and/or available by hyperlink on the Site. These Terms of Service apply to all users of the Site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. 

SECTION 2 - GENERAL CONDITIONS

  1. We reserve the right to refuse service to anyone for any reason at any time.
  1. You understand that your content and any information submitted through the Site (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks. 
  1. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Site, Store, or Service, use of the Service, or access to the Service or any contact on the Site through which the service is provided, without express written permission by us.
  1. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.

SECTION 3 – USER REPRESENTATIONS

  1. By using the Site, including the Store, you represent and warrant that: (1) all registration information or purchase related information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Service; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; (7) your use of the Site will not violate any applicable law or regulation, and (8) you will not use the Site or the information contained thereon to compete against us or to disparage us.
  1. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

SECTION 4 - ACCURACY, COMPLETENESS AND TIMELINESS OF INFORMATION

  1. We are not responsible if information made available on this Site is not accurate, complete or current. The material on this Site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this Site is at your own risk.
  1. This Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site.

SECTION 5 - MODIFICATIONS TO THE SERVICE, PRICES, AND SHIPPING DATES

  1. Prices for our products are subject to change without notice.
  1. We reserve the right at any time to modify or discontinue the Service (or any part or content thereof), including any product, without notice at any time.
  1. We reserve the right to modify estimated or guesstimated shipping dates based on changes in supply, component part manufactures, shipping logistics, any causes that would apply under a force majeure provision, any act of God, pandemic, natural disaster, governmental action, act, law, or other restriction that affects our business or suppliers, or any other occurrence that is beyond the control of Zugo Bike. It is expressly understood that shipping dates are merely estimates and are not in any way guaranteed. A change or delay in shipping shall not serve as the basis to cancel an order of a product unless and until the original shipping date provided has been exceeded by at least 30 days, unless such would violate the Mail Order Rule, in which case, your rights to cancel the purchase shall be consistent with the provisions of the Mail Order Rule.
  1. We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of a product or the Service. 

SECTION 6 - APPLICABILITY TO PURCHASES 

  1. The Site allows users to purchase various products offered for sale by using e-commerce functionality (referred to herein as the “Store”). All purchases of any products (including ebikes) from us through the Site using the Store (i.e, e-commerce functionality) incorporate these Terms of Service and are subject to these provisions.
  1. These Terms of Service are expressly incorporated into and made part of the contract governing the relationship between Zugo Bike and you, the end user or customer, related to any and all purchases. By accessing, using, purchasing, manipulating, or otherwise utilizing any aspect of the Site or the Store (the e-commerce functionality) (i.e., buying something), you, the end user or purchaser, expressly agree to these Terms of Service.  All offers to sell product to you through the Site or the Store are expressly conditioned on acceptance of the Terms of Service and no alterations, deletions, or changes are acceptable to us. 
  1. By completing the purchase of any product, you are knowingly and intentionally  agreeing to these Terms of Service wholly and completely.
  1. Our Store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and services to you. You can find information about Shopify’s privacy protections and policies here: https://help.shopify.com/en/manual/your-account/privacy.

SECTION 7 – ADDITIONAL PRODUCTS OR SERVICES TERMS

  1. Certain products may have limited quantities and are subject to return or exchange only according to our Return Policy.
  1. We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.
  1. We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis in our sole discretion.
  1. We reserve the right to discontinue any product at any time. 
  1. Any offer for any product or service made on this Site is void where prohibited.
  1. We do not warrant that the quality of any products, services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected except as stated in our Limited Warranty.

SECTION 8 - ONLINE STORE TERMS

            The following provision apply to your use of the Site or Store and the purchase of any product through the Site or the Store:

  1. The use of the Site, including its Store, is limited to adults over the age of 18 or minors whose parents or guardians have expressly consented to their use of the Site. By authorizing use of any ebike purchased through this Site or the Store by a minor, You agree that You are fully responsible and liable for, and agree to defend, indemnify, and hold Zugo Bike harmless from, all injuries, damages, costs and expenses arising from or related to the minor’s use of the ebike. Further, You represent and warrant to Zugo Bike, and shall ensure that, such minor accepts and complies with these Terms of Service as a User.
  1. By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this Site.
  1. You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service or our products, violate any laws in your jurisdiction (including but not limited to copyright laws or the operations of motor vehicles).
  1. You must not transmit any worms or viruses or any code of a destructive nature in your use of the Site or the Store.
  1. Products. As used herein, the term “products” refers to the goods, equipment, accessories, ebikes and other commodities offered for sale on the Site and the Store. We make every effort to display as accurately as possible the colors, features, specifications, and details of the products available on the Site and the Store. However, we do not guarantee that the colors, features, specifications, and details of the products will be accurate, complete, reliable, current, or free of other errors, and your electronic display may not accurately reflect the actual colors and details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. Furthermore, we cannot and do not guarantee shipping dates. All statements or representations regarding shipping dates are only non-binding estimates and are subject to change at any time.  We reserve the right to discontinue any products at any time for any reason. Prices for all products are subject to change.
  1. Ebike performance, Warranty, and Product Descriptions. We may provide an estimated expected range for the ebikes sold on the Site through the Store. These estimates or expected ranges are not guaranteed or certain as the range of an ebike is dependent on too many variables to make an accurate estimate in all circumstances. There are many factors that contribute to the actual, real-world range for an ebike battery such as age of the battery, temperature, level of assist, speed, payload, terrain, and use of throttle. Given the right conditions, it is possible to get less than expected minimum range or greater than expected maximum range.  By using the Site and/or purchasing a product using our Store, including an ebike, the user acknowledged and agrees that we are not guaranteeing any minimum or maximum range and that your decision to purchase an ebike was not made in reliance on any specific minimum or maximum range.

            DISCLAIMER: Zugo Bike hereby disclaims any and all warranties, representations, promises, or other affirmative claims that any product offered for sale on the Site has any guaranteed minimum or maximum range as there are too many unknown and uncontrolled variables to make such representations.  Any representations made by Zugo Bike regarding “minimum” or “maximum” ranges for any ebike offered for sale on the Site are simply guesses and estimates. By accessing the Site and/or purchasing a product from the Site using our Service, you agree that you are not relying on any representation made by us regarding any guaranteed minimum or maximum expected range for any ebike in deciding to purchase the product, and further agree that Zugo Bike shall have no liability if any ebike fails to meet your expectations related to minimum or maximum ranges. The failure of an ebike to meet your expectations or our estimated minimum or maximum ranges posted on the Site shall not constitute a defect in the ebike.

  1. Alternations of Products & Indemnification. Any alteration, modification, or other changes made by you to an ebike or other product purchased from Zugo Bike through the Site or the Store after purchase (“post-sale modifications”)  may negatively affect the safety, operation, and mechanics of the ebike and is discouraged. All post-sale modifications are at your own risk and you agree to waive all claims against us arising from such post-sale modifications. Moreover, all post-sale modifications shall void the Limited Warranty.

            INDEMNITY FOR POST-SALE MODIFICATIONS OR ALTERATIONS: If you alter, modify, or change your ebike after purchase, you agree to indemnify and defend Zugo Bike LLC, including its officers, agents, owners, employees, and agents, against any and all claims threatened, assessed, or filed against Zugo Bike arising therefrom, including any claims for physical injury, death, or other damage arising therefrom.

  1. Shipping. Some of the products sold on the Site and the Store have long lead times or order times.  We cannot and do not guarantee shipping dates. All statements or representations regarding shipping dates are non-binding estimates and are subject to change at any time.  We do not guarantee any specific order time or shipping date. Product availability and shipping times are variable and constantly changing.  At the time of any order, we will provide an estimate for the expected shipping date based on all available supply chain and inventory information available to us. If we are unable to ship your product by the original estimated shipping date, we will notify you. All orders of product through the Site or the Store for which shipping is delayed are subject to the provisions applicable federal law, if any.
  1. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site and the Store. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
  1. You agree to pay all charges at the prices then in effect for your purchases and any applicable shipping fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
  1. We reserve the right to refuse any order placed through the Site or the Store. We may, in our sole discretion, limit or cancel quantities purchased per person, per household, or per order. These restrictions may include orders placed by or under the same customer account, the same payment method, and/or orders that use the same billing or shipping address. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers, or distributors. 
  1. Returns. Please review our Return Policy posted on the Site prior to making any purchases. Our Return Policy is incorporated into and made part of these Terms of Service.

            Any request for a return that is made more than 14 days after receipt of goods or is not based on warrantable defect are made in the sole and absolute discretion of Zugo Bike.  Changes in shipping dates that do not exceed 30 days from the original shipping date estimate shall not be the basis for the cancellation or refund of an order, except in the sole and absolute discretion of Zugo Bike.

  1. Electronic Communications, Transactions, and Signatures. Visiting the Site, sending us emails, and completing online forms, including order forms, constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing, and constitute binding contracts. You also agree that any order form in which you have to check a box to indicate acceptance of terms or acknowledgment of terms is binding on you the same as if you signed a written contract. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES (including check boxes and other online acknowledgments), CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
  1. DISCLAIMER OF IMPLIED WARRANTIES FOR PRODUCTS PURCHASED THROUGH SITE AND STORE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL PRODUCTS OFFERED BY ZUGO BIKE, INCLUDING BUT NOT LIMITED TO LIMITED TO THE EBIKES, ARE WARRANTED ONLY TO THE EXTENT EXPRESSLY STATED IN THE APPLICABLE PRODUCT LIMITED WARRANTY PROVIDED WITH EACH PRODUCT. OTHERWISE, THE PRODUCTS ARE SOLD "AS IS",  "WITH ALL FAULTS" AND "AS AVAILABLE'' AND THE ENTIRE RISK OF USE AND PERFORMANCE REMAINS WITH YOU. ZUGO BIKE AND ITS AFFILIATES, SUPPLIERS, AND LICENSORS DO NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY, AND HEREBY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE. TITLE. QUIET ENJOYMENT, OR NON-INFRINGEMENT. IN PARTICULAR, ZUGO BIKE, ITS AFFILIATES. SUPPLIERS, AND LICENSORS MAKE NO WARRANTY: (A) THAT THE PRODUCTS WILL MEET YOUR REQUIREMENTS, EXPECTATIONS, OR BE AVAILABLE OR PROVIDED ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (B) THAT ANY INFORMATION OR CONTENT OBTAINED THROUGH THE SITE, STORE, OR AS PART OF OUR SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE OR (C) THAT ANY DEFECTS OR ERRORS THEREIN WILL BE CORRECTED, SAVE AND EXCEPT AS STATED IN ZUGO BIKE’S LIMITED WARRANTY. 
  1. Warranty Claims. All claims of warranty are subject to Zugo Bike’s Limited Warranty which can be found on the Site or accessed here. The Limited Warranty is incorporated into and made part of these Terms of Service. The Limited Warranty shall the be the sole and exclusive remedies for any and all defects or complaints related to any products purchased through the Site or the Store.
  1. Pre-Orders Payments, Backorders, and Pre-Order/Backorder Cancelations:  Zugo Bike only accepts payments through approved payment service providers, and You agree to be bound by Zugo Bike’s credit card service provider’s terms and conditions. Zugo Bike reserves the right to collect taxes on pre-order payments. If You wish to cancel Your pre-order prior to the shipping of the product, you must send an email to support@zugo.bike to cancel your pre-order. For any cancelled pre-order, a service fee of $25 may be retained by Zugo Bike for credit card processing fees and a 10% administrative fee will be charged to cover the administrative cost incurred in cancelling your pre-order. After your product has shipped, you may no longer cancel your pre-order.
  1. Chargeback Policy. All references to a “chargeback” refer to a reversal of a credit/debit card charge. There is no reason for a chargeback to ever be filed. If a credit is due, simply contact Zugo Bike for payment. You agree to immediately contact Zugo Bike if You feel that Your credit/debit card was used fraudulently in connection with the Site, Shop or Services. You agree that chargebacks shall not be used as a dispute resolution procedure and that all disputes shall be resolved solely by the Dispute Resolution provisions contained herein. You agree to repay Zugo Bike all costs and expenses incurred as a result of any chargeback your file. If you improperly institute a chargeback in violation of this provision, Zugo Bike is entitled to recovery all of its costs, expenses, damages, including attorney’s fees, incurred in responding to the chargeback and shall be entitled to recover same even if the chargeback is upheld by your credit card issuer. 

            YOU AGREE THAT YOU WILL NOT CHARGEBACK ANY AMOUNTS CHARGED TO YOUR CREDIT/DEBIT CARD BY ZUGO BIKE IN CONNECTION WITH THE SITE, SHOP, OR SERVICE AND PURSUANT TO THIS TERMS OF SERVICE. IF YOU CHARGEBACK A CREDIT/DEBIT CARD CHARGE FOR A PAYMENT INITIATED BY YOU, YOU AGREE THAT ZUGO BIKE MAY RECOVER THE AMOUNT OF THE CHARGEBACK, IN ADDITION ANY CHARGEBACK FEES LEVIED BY A PAYMENT SERVICE PROVIDER, ALL COSTS INCURRED, INCLUDING ATTORNEY'S FEES, BY ANY MEANS DEEMED NECESSARY, INCLUDING BUT NOT LIMITED TO RECHARGING YOUR CREDIT/DEBIT CARD, HAVING THE AMOUNT RECOVERED BY A COLLECTION AGENCY, OR FILING A DEMAND FOR ARBITRATION UNDER THE DISPUTE RESOLUTION PROVISIONS OF THESE TERMS OF SERVICE..

  1. Assumption of Risk, Release & Limitations on Damages related to purchase and use of ebike.
  1. ASSUMPTION OF RISK. You are solely and fully responsible for Your safe operation of the any product purchased through the Site, Shop, or Services at all times. You agree that ebikes sold on the Site and the Store are machines that may malfunction, even if the properly maintained, and that such malfunction may cause injury. You agree that operating an ebike involves many obvious and not-so-obvious risks, dangers, and hazards, which may result in injury or death to You or others, as well as damage to property, and that such risks, dangers, and hazards cannot always be predicted or avoided. You agree that such risks, dangers, and hazards are Your sole responsibility, including, but not limited to, choosing whether to wear a helmet, whether or not required by law, or utilize other protective gear. You agree that if Your use of any ebike purchased through the Site, Shop, or Service causes any injury or damage to another person or property, then You may be liable for all resulting injuries, damages, and related costs. By choosing to operate an ebike, You assume full and complete responsibility for all related risks, dangers, and hazards, and agree that Zugo Bike and all other Released Persons are not responsible for any injury, damage, or cost caused by You with respect to any person or property, including the ebike itself. YOU DO HEREBY ACKNOWLEDGE AND AGREE THAT YOUR USE OF ANY OF THE SERVICES, INCLUDING ANY VEHICLE OR RELATED EQUIPMENT, IS AT YOUR SOLE RISK.
  1. RELEASE. Except for claims caused by the Zugo Bike’s gross negligence or willful misconduct, and in exchange for You being allowed access to and use of the Site, Shop, and Services, You (for yourself and Your heirs, agents, affiliates, representatives, successors, and assigns) do hereby fully and forever release and discharge Zugo Bike, including all of its agents, employees, officers, owners, and representatives (collectively the “Released Persons”) for all claims that You have or may have against the Released Persons, whether caused by the sole or partial negligence of Zugo Bike and/or the negligence of others, whether based upon breach of contract, breach of warranty, active or passive negligence or any other legal theory, in consideration for using the Site, Shop, Services and purchasing an ebike. Such releases are intended to be general and complete releases of all claims. The Released Persons may plead such releases as a complete and sufficient defense to any claim, as intended third party beneficiaries of such releases. For the purposes of this section, the term “claims” means, collectively, any and all claims, injuries, demands, liabilities, disputes, causes of action (including statutory, contract, negligence, or other tort theories), proceedings, obligations, debts, liens, fines, charges, penalties, contracts, promises, costs, expenses (including attorneys’ fees, whether incurred at trial, on appeal, or otherwise), damages (including consequential, compensatory, or punitive damages), or losses (whether known, unknown, asserted, unasserted, fixed, conditional, or contingent) that arise from or relate to (a) any of the Services, including any ebike, equipment or related information, or (b) Your use of any of the foregoing.
  1. WAIVER OF CONSEQUENTIAL DAMAGES. ZUGO BIKE SHALL NOT BE LIABLE TO TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOST REVENUES, REGARDLESS OF WHETHER IT HAS BEEN INFORMED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR THE TYPE OF CLAIM, CONTRACT OR TORT (INCLUDING NEGLIGENCE).
  1. Credit Card processing fees and cancelation fees. For any cancelled orders or refunded orders using credit cards, a service fee of $25 may be retained by Zugo Bike for credit card processing fees and a 10% administrative fee will be charged to cover the administrative cost incurred in cancelling and/or refunding your pre-order. We reserve the right to waive these fees in our sole and absolute discretion.
  1. Disputes regarding Purchases. We hope you never have an issue with any purchase made on the Site or through the Store. However, sometimes problems and disputes do occur. These Terms of Service provide a reasonable means to resolve those disputes. First, please notify us of any problems with your purchase or product so that we have a chance to investigate and determine an appropriate resolution. If we cannot resolve the dispute through informal discussions, you expressly agree to use the Dispute Resolution provisions contained herein as the exclusive remedy for any disputes arising from the use of the Site, the Store, or the purchase of any products. If you used a credit card for your purchase, you waive any right to request a chargeback to obtain a refund from your card issuer unless the product purchased was damaged when received or not as described and the issues is not covered by our Limited Warranty. All disputes are subject to the Governing Law provisions of the Terms of Service.

SECTION 9 - OPTIONAL TOOLS

  1. We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.
  1. You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.
  1. Any use by you of optional tools offered through the Site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).
  1. We may also, in the future, offer new services and/or features through the Site (including, the release of new tools and resources). Such new features and/or services shall also be subject to these Terms of Service. 

SECTION 10 - THIRD-PARTY LINKS, WEBSITES AND CONTENT

  1. Certain content, products and services available via our Service may include materials from third-parties.
  1. The Site may contain links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
  1. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-PartyContent does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Service may no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. 
  1. Any purchases you make through or using Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
  1. We do not warrant and will not have any liability or responsibility for any third-party materials or sites, or for any other materials, products, or services of third-parties.  Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.

SECTION 11 - USER COMMENTS, FEEDBACK AND OTHER SUBMISSIONS

  1. USER GENERATED CONTRIBUTIONS

            The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, submit reviews, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit or post on the Site may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:

       a.         The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.

       b.         You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.

        c.         You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.

       d.         Your Contributions are not false, inaccurate, or misleading, and are not submitted to compete with us or to gain a competitive advantage for any of our competitors.

       e.        Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

       f.          Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).

       g.       Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone, including us.

       h.         Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

       i.          Your Contributions do not violate any applicable law, regulation, or rule.

       j.         Your Contributions do not violate the privacy or publicity rights of any third party.

       k.    Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.

       l.     Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors;

       m.    Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.

       n.    Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

             Any use of the Site or the Store in violation of the foregoing violates these Terms of Service and may result in, among other things, termination or suspension of your rights to use the Site and the Store.

  1. CONTRIBUTION LICENSE

       a.         By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicensee of the foregoing. The use and distribution may occur in any media formats and through any media channels.

       b.     This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

       c.         We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

       d.         We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

       e.         If, at our  request,  you  send certain specific submissions (for  example contest  entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “comments”'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that  you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

       f.          We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

        g.         You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related webSite. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.

  1. GUIDELINES FOR REVIEWS

       a.        We may provide you areas on the Site to leave reviews or ratings. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity/product being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews and, if you are, you must disclose this affiliation; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

 

       b.       We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sub-licensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews

 

SECTION 12 - PERSONAL INFORMATION

  1. Your submission of personal information through the Site or Store is governed by our Privacy Policy which is available on the Site. You can view our Privacy Policy here. Our Privacy Policy is incorporated herein and made part of these Terms of Service.

SECTION 13 - ERRORS, INACCURACIES AND OMISSIONS 

  1. Occasionally there may be information on our Site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
  1. We undertake no obligation to update, amend or clarify information in the Service or on any related webSite, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related webSite has been modified or updated. 

SECTION 14 - PROHIBITED USES

  1. You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
  1. As a user of the Site, You agree not to:
       a.        Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.

       b.        Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.

       c.         Use a buying agent or purchasing agent to make purchases on the Site.

       d.         Use the Site to advertise or offer to sell goods and services.

       e.         Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.

       f.          Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.

       g.         Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.

       

       h.         Attempt to bypass any measures in the Site designed to prevent or restrict access to the Site, or any portion of the Site.

       i.          Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.

       j.          Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).

       k.         Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

       l.          Use the Site in a manner inconsistent with any applicable laws or regulations.

       m.        Accessing, using, utilizing, or otherwise manipulating the Site without accepting all of the Terms of Service in their entirety.

       n.         Use or access the Site for any unlawful purpose

 

       o.         Use or access the Site to solicit others to perform or participate in any unlawful acts;       

       p.        Use or access the Site to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances;

       q.         Use or access the Site to infringe upon or violate our intellectual property rights or the intellectual property rights of others;

       r.          Use or access the Site to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;

       s.         Use or access the Site to submit false or misleading information;

       t.          Use or access the Site to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related webSite, other webSites, or the Internet;

 

       u.         Use or access the Site to compete against us.

We reserve the right to terminate your use of the Site and our Service for violating any of the prohibited uses. The determination of whether you have committed a prohibited use shall be vested to our sole discretion.

SECTION 15 - TERM AND TERMINATION

  1. These Terms of Service shall remain in full force and effect while you use the Site, including the Store. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF SERVICE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE AND THE STORE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE TERMS OF SERVICE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE AND THE STORE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
  1. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

SECTION 16 - PRIVACY POLICY

  1. We care about data privacy and security. Our Privacy Policy is incorporated herein and made part of these Terms of Service. You can review our Privacy Policy here.
  1. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Service. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States.

SECTION 17 - DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

  1. We do not guarantee, represent or warrant that your use of Site or our Services will be uninterrupted, timely, secure or error-free.  We do not warrant that the results that may be obtained from the use of the Service will be accurate or reliable. You agree that from time to time we may remove the Service for indefinite periods of time or cancel the service at any time, without notice to you.
  1. DISCLAIMER: THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE OR PURCHASE OF ANY PRODUCT, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
  1. LIMITATIONS OF LIABILITY: IN NO EVENT WILL WE, ZUGO BIKE, LLC, OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, STORE, SERVICES, OR A PRODUCT PURCHASED THEREFROM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE TWELVE (12) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

SECTION 18 – INDEMNIFICATION

  1. You agree to defend, indemnify, and hold us, Zugo Bike, LLC, harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Service; (4) any breach of your representations and warranties set forth in these Terms of Service; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; (6) any overt harmful act toward any other user of the Site with whom you connected via the Site, (7) your alteration or modification of any product purchased through the Site or the Store, AND (8) YOUR USE OF ANY PRODUCT PURCHASED THROUGH THE SITE. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

SECTION 19 - GOVERNING LAW 

  1. These Terms of Service and your use of the Site, the Store, the purchase of any of our products or the use of our Service are governed by and construed in accordance with the laws of the State of Texas applicable to agreements made and to be entirely performed within the State of Texas, without regard to its conflict of law principles.

SECTION 20 - DISPUTE RESOLUTION; BINDING ARBITRATION

  1. Binding Arbitration. If the Parties, Zugo Bike LLC and you, are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The arbitration shall be governed by the Federal Arbitration Act. You hereby expressly waive the right to a jury trial.  YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. 
  1. The arbitration shall be commenced and conducted under the American Arbitration Association ("AAA") Consumer Arbitration Rules ("AAA Consumer Rules"), which are available at the AAA website www.adr.org. The parties, Zugo Bike and you, agree to use our best efforts to complete arbitration within 60 days of commencement. To the extent possible, any arbitration commenced shall be subject to the AAA’s Consumer-Related Disputes Supplementary Procedures and shall be limited to a Desk Arbitration (the parties submit their arguments and evidence to the arbitrator in writing. The arbitrator then makes an award based only on the documents. No hearing is held) unless both parties agree to alter the form of the hearing. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Travis County, Texas (i.e., Austin). Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
  1. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Travis County, Texas, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non convenient with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Service.
  1. In no event shall any Dispute brought by either Party related in any way to the Site, the Store, the Services, or any product sold by us to you on the Site or Store be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court. 
  1. Restrictions.  The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. The the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. 
  1. Exceptions to Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
  1. Confidentiality of Disputes and Dispute Resolution; Non-disparagement. Except as may be required by law, neither Zugo Bike nor you, including any of our representatives, attorneys, agents, or employees, may disclose the existence of any dispute, or the content, or results of any negotiation or arbitration hereunder without the prior written consent of both parties. Moreover, both Zugo Bike and you agree to refrain from disparaging the other through the use of social media, website, posts, reviews, blog posts, or otherwise in any public forum, with respect to a dispute related to the Site, Store, Service, or a product. You expressly acknowledge that any breach or threatened breach of any of the terms and/or conditions set forth in this confidentiality and non-disparagement provision may result in substantial, continuing, and irreparable injury to Zugo Bike. Therefore, you hereby agree that, in addition to any other remedy that may be available to Zugo Bike, we shall be entitled to seek injunctive relief, specific performance, or other equitable relief by a court of appropriate jurisdiction in the event of any breach or threatened breach of the terms of this confidentiality and non-disparagement provision without the necessity of proving irreparable harm or injury as a result of such breach or threatened breach.

SECTION 21 - SEVERABILITY

  1. In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

SECTION 22 - TERMINATION 

  1. The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.
  1. These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our Site, and agree to release and waive any and all claims related to any product purchased through the Site, including any limited warranty.
  1. If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we  also may terminate this agreement at  any time without notice and you will remain liable for  all amounts due up to and  including the date of termination; and/or accordingly may deny you access to our Services  or products (or any part thereof).

SECTION 23 - MISCELLANEOUS PROVISIONS

  1. CALIFORNIA USERS AND RESIDENTS. If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
  1. These Terms of Service and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Service shall not operate as a waiver of such right or provision. These Terms of Service operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Service is  determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Service and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Service or use of the Site. You agree that these Terms of Service will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Service and the lack of signing by the parties hereto to execute these Terms of Use

SECTION 24 - ENTIRE AGREEMENT

  1. The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
  1. These Terms of Service and any policies or operating rules posted by us on this Site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).
  1. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

SECTION 25 - CHANGES TO TERMS OF SERVICE

  1. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our webSite. It is your responsibility to check our Site periodically for changes. Your continued use of or access to our webSite or the Service allowing the posting of any changes to these Terms of Service constitutes acceptance of those changes.

SECTION 26 - INTELLECTUAL PROPERTY RIGHTS

  1. Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Service, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. 
  1. Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

SECTION 27 - CONTACT INFORMATION

  1. Questions about the Terms of Service should be sent to us at support@zugo.bike.
  1. Other contact information: 1-888-375-0041 

                        Zugo Bike, LLC,

                        1114 W 5th 101 St Austin, TX 78703

                        Monday - Friday (10AM - 5PM) info@zugo.bike

 

Updated: March 24, 2021

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