TERMS OF SERVICE

ZO & AV
MASTER TERMS OF SERVICE

Effective: September 15, 2017
Updated: September 15, 2017

I. Introduction:

Welcome! Please read ZO & AV’S Master Terms of Service ("Terms") carefully before using the Service (defined below). These Terms include ZO & AV’S Privacy Policy (the “Privacy Policy”) and “Return, Refund & Exchange Policy (“Return Policy”), which are incorporated by this reference into these Terms.

These Terms constitute a binding agreement between you and ZO & AV, and its affiliates and subsidiaries (“ZO & AV”, “ZO & AV’S”, “we”, “us”, or “our”). “You”, “Your”, and “users” mean all visitors to the Service. You accept these Terms every time you use the Service. If you do not accept these Terms, then you must not use the Service.

These Terms may change from time to time and your continued use of the Service constitutes acceptance of such changes. Please check these Terms periodically for updates.

II. The Service:

• Definition. ZO & AV designs, manufactures and sells children’s apparel (collectively, “Product” or “Products”). We thank you for your interest in our Products. The “Websites” are the online web and mobile service sites we make available, including the website located at www.zoandav.com (collectively, the “Websites”). You can learn about our Product by visiting the Websites or by subscribing to or receiving the ZO & AV Newsletter (the “Newsletter”), an email newsletter that is sent out to ZO & AV subscribers. These Terms refer to the Product, Websites, and Newsletter (collectively, “Service”).

• Shopify eCommerce & Cloud-Based Website Building Service Platform. The Service is hosted by Shopify, Inc. (“Shopify”), an eCommerce and cloud-based website building service platform. Therefore, certain terms and conditions of Shopify’s Terms of Service and Privacy Policy may apply to you as you utilize the Service. Please review them. You accept Shopify’s applicable Terms of Service and Privacy Policy every time you use the Service. If you do not accept Shopify’s applicable Terms of Service and Privacy Policy, then you must not use the Service.

• Eligibility. You may access and use the Service only if you are age 18 or over or the age of majority in your country or region.

• Children. IF YOU ARE UNDER 13 YEARS OF AGE, YOU ARE NOT ELIGIBLE TO USE THE SERVICE. PLEASE DO NOT USE OR ACCESS THE SERVICE AT ANY TIME OR IN ANY MANNER. Adults may also enter into these Terms on behalf of an under-18 child, or an under-18 child for whom the adult serves as legal guardian, so long as any such child is above the age of 13 (each, your “Minor Child”). If you are an adult who authorizes your Minor Child to use the Service, then you are solely responsible and liable for ensuring your Minor Child’s full compliance with these Terms, and you hereby agree to bind your Minor Child to these Terms. You fully agree to indemnify, release, and hold harmless ZO & AV if your Minor Child breaches or disaffirms any term or condition of these Terms. Any Minor Child who uses the Service as authorized by you is considered “you” or “your” as defined under these Terms.

• Location. The Service operates worldwide, however, we do not represent that Products or content offered or displayed by the Service are applicable, appropriate, or available for use in locations outside the United States. Persons who choose to access the Service from locations outside of the United States do so on their own initiative, and are solely responsible for compliance with sovereign and local laws, if and to the extent such laws are applicable.

• Term and Termination. The term for your use of the Service will commence on the date on which you use the Service. The term will continue until you or ZO & AV terminate your use of the Service. You may terminate your use of the Service by discontinuing your use of the Websites or unsubscribing from the Newsletter.

• Effects of Termination. The provisions of the Terms that are intended to survive the termination of the Terms by their nature will survive the termination of the Terms.

III. Information Provided By The Service:

All information provided by the Service is subject to change at anytime without notice, at our sole discretion.

IV. Your Personal Information & Communications From ZO & AV:

• Registered Accounts. To register as a ZO & AV Account Holder at www.zoandav.com, you must provide us with a valid email address ("Registration Data"). You will choose a password during the registration process. You are responsible for maintaining the confidentiality of the password and account, and for all activities that occur under your account. In consideration of use of the Service, you agree to maintain and update true, accurate, current and complete Registration Data. If you provide any information that is untrue, inaccurate, not current or incomplete, or if ZO & AV has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your account and refuse any and all current or future use of the Service or any portion thereof.

• Subscription to Newsletter. To receive the Newsletter, you will need to subscribe using your name and email address. You represent and warrant you are over 18 years of age, legally authorized to provide the name and email address used to subscribe to the Newsletter, and the name and email address that you provide ZO & AV are true, accurate, current, and complete.

• ZO & AV’s Collection Of Information. Your use of the Service constitutes consent to ZO & AV’s collection and use of information as set forth in ZO & AV’s Privacy Policy and as applicable, to Shopify’s Privacy Policy.

• Consent to ZO & AV’s Communications. Your use of the Service constitutes consent to ZO & AV communicating with you by email or posting notice on the Service for customer service-related purposes, the Newsletter, or for security, privacy, and administrative issues relating to your use of the Service. You have a legal right to receive free written notice of a security breach or to withdraw your consent from receiving electronic notice. To effectuate these rights, please inform ZO & AV at support@zoandav.com or utilize the opt-out options included in ZO & AV’s communications.

V. ZO & AV’s Content, Ownership, And Use:

• ZO & AV Content. The Service may include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other ZO & AV content (collectively, “ZO & AV Content”). All ZO & AV Content and the compilation (meaning the collection, arrangement, and assembly) of all ZO & AV Content are ZO & AV’s or its licensors’ sole property and are protected under copyright, trademark, and other laws. Unauthorized use of the ZO & AV Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original ZO & AV Content on any copy you make of the ZO & AV Content.

• Grant Of Limited License. We authorize you, subject to your continued compliance with these Terms, to access and use the Service and all ZO & AV Content for the sole purposes of providing you information about ZO & AV’s Anticipated Products and commercial sales of ZO & AV Products as authorized by these Terms or ZO & AV. Any other use is expressly prohibited, including but not limited to the use of ZO & AV Content for your own or another’s commercial benefit, gain, or profit. This license is non-exclusive, revocable at any time without notice and with or without cause, and personal to you. You may not transfer or sublicense your license rights to any other person or entity. This license automatically terminates upon the termination of these Terms. Except for the limited license granted to you in this Section, ZO & AV retains exclusive ownership of all rights, title and interest (including intellectual property rights) in the Service and ZO & AV Content.

• ZO & AV’s Marks. ZO & AV, the ZO & AV logo, and other ZO & AV logos and product and service names are or may be ZO & AV’s trademarks (the “ZO & AV Marks”), whether registered or common law. Without our prior express written permission, and except as solely enabled by any link as provided by us, you agree not to display or use in any manner the ZO & AV Marks.

VI. Your Feedback:

We appreciate hearing from our users and welcome your comments regarding the Service. Please be advised, however, that if you send us creative ideas, suggestions on how to improve, or enhance the Service, inventions or materials, despite what your message may say, (collectively, “Feedback”):

You hereby grant to us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free and unlimited license to use the Feedback, whether written or oral, in any manner whatsoever;

We will not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Feedback; and

We will be entitled to unrestricted use of the Feedback for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

You hereby warrant and represent that Feedback does not violate the right, title and interest of any third party, including but not limited to intellectual property, proprietary or moral rights, and that you are legally authorized to provide ZO & AV the Feedback.

VII. Limitations And Prohibitions Of These Terms:

You agree to use the Service solely as intended through the provided functionality and as permitted under these Terms. You must use the Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. In addition, you must comply with the following:

Unless expressly permitted in these Terms, you agree not to copy, reproduce, distribute, publish, display, perform, transmit, stream or broadcast any part of the Service without ZO & AV’s prior express written authorization.

You agree not to bypass, circumvent, damage or otherwise interfere with any security or other features of the Service designed to control the manner in which the Service is used, harvest or mine ZO & AV Content from the Service, or otherwise access or use the Service in a manner inconsistent with individual human usage.

You agree not to undertake, cause, permit or authorize the translation, reverse engineering, disassembling or hacking of any aspect of the Service, including any ZO & AV Content available on or through the Service.

You agree not to use, display, mirror, frame or utilize framing techniques to enclose the Service, including any ZO & AV Content available on or through the Service, or any portion thereof, through any other application or website.

You agree not to provide any false personal information to ZO & AV or create a false identify or impersonate another person or entity in any way.

You agree not to create a new subscription with ZO & AV, without ZO & AV’s prior express written consent, if ZO & AV has previously discontinued your use or subscription to the Service.

You agree not to gain unauthorized access to the Service, to other users’ accounts, names or personally identifiable information, or to other computers or websites connected or linked to the Service.

You agree not to post, transmit or otherwise make available any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment, or any other aspect of the Service or communications equipment and computers connected to the Service.

You agree not to interfere with or disrupt the Service, or networks or servers connected to the Service, or violate the regulations, policies or procedures of such networks or servers.

You agree not to violate any applicable federal, state or local laws or regulations or these Terms.

You agree not to use the Service to build a competitive product or service.

You agree not to use the Service for your own or another’s commercial use or economic gain.

You agree not to permit or assist any persons engaging in any of the activities described above.

A breach of these restrictions may subject you to prosecution and damages, as well as liability for infringement of intellectual property rights.

VIII. Products, Purchases, And Other Terms And Conditions.

All Product purchases through our site or other transactions for the sale of goods through the Website or Services or as a result of visits made by you are governed by our Terms of Sale, which are as follows:

We reserve the right to refuse service to anyone for any reason at any time.

All prices displayed are quoted in U.S. dollars.

You will be charged for the Product at the time of your purchase.

Within the United States, you are responsible for the reporting and payment of state sales tax, as applicable. ZO & AV operates within the State of Jersey where the sale of clothing is exempt from sales tax.

You understand that your content that you provide ZO & AV (information and/or data in your emails and blog comments), 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.

• You understand and agree that the Product may or may not function as described in our Website or Services, though the Company has reason to believe it can deliver as specified and plans on making efforts to do so. We do not warrant that the quality of any Product, Service, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Product, Service, information will be corrected.

• Merchandise is available on a made to order basis. If merchandise cannot be made available, we will notify you of this via e-mail.

• You will receive shipping confirmation via e-mail once your items have shipped.

• We reserve the right at any time to modify or discontinue ZO & AV Products or Service (or any part or content thereof) without notice at any time. Any offer for any Product or Service made on this site is void where prohibited.

• We have made every effort to display as accurately as possible the colors and images of our Products that appear on this Website or by the Service. We cannot guarantee that your computer monitor's display of any color will be accurate.

• We reserve the right, but are not obligated, to limit the sales of our Products or Service to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis.

• We reserve the right to limit the quantities of any Product or Service that we offer.

• All descriptions of Products or Product pricing are subject to change at anytime without notice, at the sole discretion of us.

• We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of Products.

• Products that are returned are subject to our Return Policy.

Additional terms and conditions may also apply to features of this Website, specific Products, or Service. All such additional terms and conditions are hereby incorporated by this reference into these Terms.

IX. Restrictions On Purchases, Accuracy Of Billing And Account Information:

• We reserve the right to refuse any order you place with us. 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 credit card, and/or orders that use the same billing and/or shipping address.

• In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made.

• We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by unauthorized dealers, resellers or distributors.

• You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

• Additional terms and conditions may also apply to features of this Website, specific Products, or Service. All such additional terms and conditions are hereby incorporated by this reference into these Terms.

X. Consequences Of Violating These Terms:

• If you do not act accept and/or comply with these Terms, we may prohibit your use of the Service. We reserve the right to suspend or terminate your account and prevent you from accessing the Service for any reason, at our sole discretion.

• We reserve the right to refuse to provide the Service to you in the future.

• You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or by others caused by or arising out of your breach of these Terms and/or your use of the Service.

XI. Shipping:

• All shipping charges for orders $49.99 or less are paid by you. These shipping fees are in addition to the purchase price and you will be advised at the time of purchasing on the shipping charges. ZO & AV pays all shipping charges on orders of $50.00 or more.

• ZO & AV does not insure the Product(s) shipped to you.

• Orders will be shipped within 2 business days of the purchase date, Monday through Friday. Weekends and holidays are excluded.

• You will receive shipping confirmation via e-mail once your items have shipped.

• Please note that upon receipt of shipment, you are responsible for any duties, sales tax, VAT, GST, or any other tax, fee, or tariff not collected by ZO & AV at the time of purchase.

• We cannot ship to P.O. Boxes and require a physical address.

• Once a Product(s) order has been shipped by ZO & AV, we cannot redirect the delivery to an address different from the original address listed for delivery of shipment.

• ZO & AV is not responsible for any damage or loss caused by a delay or late delivery of a Product due to weather, carrier delays, or force majeure.

• You are responsible for return shipping costs and associated fees related to a Product(s) returned for a refund. Please also read our full Return Policy for all of our procedures regarding returns, refunds, and exchanges.

• ZO & AV will pay return shipping costs related to a Product(s) returned for exchange. Please also read our full Return Policy for all of our procedures regarding returns, refunds, and exchanges.

• All items are checked by quality control prior to shipping. If you receive a Product(s) that is incorrect, defective, or damaged while en route to you, please contact sales@zoandav.com, within 72 hours of delivery of the Product(s) as reflected by the Shipping Receipt. Please also read our full Return Policy for all of our procedures regarding returns, refunds, and exchanges.

XII. Disclaimer Of Warranties:

• You use the Service at your own risk. We make no warranties or guarantees about the accuracy, reliability, completeness, or timeliness of the Service, ZO & AV’s Content, data from third-party service providers, or the quality or nature of third-party products or services obtained or accessed through the Service.

• “Released Parties” include ZO & AV and its affiliates, officers, employees, agents, partners, licensors, and successors.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK, AND THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, AND (iv) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL THAT YOU DOWNLOAD OR OTHERWISE ACCESS ON OR THROUGH THE SERVICE IS DOWNLOADED OR ACCESSED AT YOUR SOLE DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE OR OTHER DEVICE OR THE LOSS OF DATA THAT RESULTS FROM DOWNLOADING OR ACCESSING ANY SUCH MATERIAL.

XIII. Limitation Of Liability:

• Suspension Of Service. We may change, suspend, or discontinue any aspect of the Service at any time, including hours of operation or availability of the Service, without notice or liability to you.

• Third Party Disputes. We are not responsible or liable for any disputes or disagreements between you and any third-party in connection with your use of the Service. You assume all risk associated with dealing with these third parties, and you release ZO & AV of all claims, demands, and damages in connection with these disputes. You also agree to resolve disputes directly with these third parties and not to involve us in these disputes.

• Third Party Links. The Service may include links to external sites and applications owned or controlled by third parties, including but not limited to social media platforms or news service providers. You are responsible for evaluating whether you want to access or use them. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of them.

• Specific Results. We make no promises and disclaim all liability of specific results from your use of the Service.

• No Liability. We are not liable for anything that happens to you that somehow may be connected to your use of the Service. If you use the Service in a way that causes us to be included in litigation, you agree to pay all legal fees and costs for the Released Parties.

• “Released Parties” include ZO & AV and its affiliates, officers, employees, agents, partners, licensors, and successors.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, RESULTING FROM: (i) YOUR USE OR INABILITY TO USE THE SERVICE; OR (ii) ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY APPLICABLE LAW, THE RELEASED PARTIES’ MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SERVICE OR YOUR USE OF ZO & AV CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE AMOUNT OF YOUR PURCHASE IN THE AGGREGATE.

XIV. Indemnification:

• “Released Parties” include ZO & AV and its affiliates, officers, employees, agents, partners, licensors, and successors.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, resulting from your use or reliance on any ZO & AV Content, or your breach of these Terms. We will provide notice to you promptly of any such claim, suit, or proceeding. Your use of the Service grants ZO & AV the right to participate in any mediation or settlement action with representation of counsel.

XV. General Terms:

These Terms, the Privacy Policy, and Return Policy constitute the entire agreement between you and ZO & AV concerning your use of the Service, and supersede any prior or contemporaneous agreements, whether oral or written.

Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision or of the Terms as a whole.

If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms will remain in full force.

The Section titles and headings in these Terms are for convenience only and have no legal or contractual effect.

ZO & AV may freely assign these Terms. You may not assign these Terms.

XVI. Binding Arbitration, Class Waiver, & Waiver Of Jury Trial & Injunctive Relief:

ZO & AV includes its affiliates, officers, employees, agents, partners, licensors, and successors.

Prior to taking any action, you and ZO & AV agree to attempt to informally resolve all disputes related to your use of the Service and/or purchase of a Product by promptly notifying us of your claim at support@zoandav.com. We will respond within 30 days to address your claim.

For all unresolved disputes related to your use of the Service and/or purchase of a Product that total three thousand dollars ($3,000.00) or less, you and ZO & AV agree to submit the dispute to a New Jersey Small Claims Court.

For all unresolved disputes related to your use of the Service and/purchase of a Product that exceed three thousand dollars ($3,000.0), you and ZO & AV agree to submit the dispute to binding arbitration under the rules of the American Arbitration Association. You and ZO & AV agree to each pay fifty percent (50%) of the arbitration fees and the prevailing party shall be entitled to the recovery of reasonable attorney’s fees and costs in addition to any award of damages.

For all disputes related to your use of the Service and/purchase of a Product, you agree NOT to join a class action lawsuit or serve as representative of a class action, obtain a jury trial, or seek to obtain injunctive relief, and expressly waive all rights thereto.

These Terms and the relationship between you and ZO & AV will be governed by the laws of the State of New Jersey without regard to its conflict of law provisions.

A small claims or arbitration proceeding will be conducted in the State of New Jersey. You agree to jurisdiction in the State of New Jersey and venue in Hudson County, that you will not initiate any action against ZO & AV in any other forum, and that the law of the State of New Jersey will apply regardless of choice of law conflicts.

You also acknowledge, understand, and agree to, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or purchase of a Product, that under these Terms:

1. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
2. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
3. YOU ARE WAIVING YOUR RIGHT TO INJUNCTIVE RELIEF;
4. YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

XVII. Contacting ZO & AV:

Please contact ZO & AV with any questions about these Terms by email at support@zoandav.com.
You may also write us at:

ZO AND AV LLC
4 14th Street, #510
Hoboken, New Jersey 07030