Terms of Service
PLEASE READ THESE TERMS OF SERVICE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS.
Last Updated: November 21st, 2014
TERMS OF SERVICE
If you are using the Site or Services you are contracting with Zoola Fix Ltd with respect to use of the Zoola Fix Site or Services. Zoola Fix Ltd is hereinafter referred to as "Zoola Fix", "we", "us", or "our".
THE SITE AND SERVICES COMPRISE AN ONLINE PLATFORM THROUGH WHICH FIXERS (DEFINED BELOW) MAY CREATE FIXER PROFILES (DEFINED BELOW) FOR THEIR GUIDANCE (DEFINED BELOW) AND GUESTS (DEFINED BELOW) MAY LEARN ABOUT AND BOOK FIXERS’ GUIDANCE DIRECTLY WITH THE FIXER. YOU UNDERSTAND AND AGREE THAT ZOOLA FIX IS NOT A PARTY TO ANY AGREEMENTS ENTERED INTO BETWEEN FIXERS AND GUESTS, NOR IS ZOOLA FIX AN AGENT OR INSURER. ZOOLA FIX HAS NO CONTROL OVER THE CONDUCT OF FIXERS, GUESTS AND OTHER USERS OF THE SITE AND SERVICES OR ANY GUIDANCE, AND DISCLAIMS ALL LIABILITY IN THIS REGARD TO THE MAXIMUM EXTENT PERMITTED BY LAW.
“Zoola Fix Content” means all Content that Zoola Fix makes available through the Site, or Services, including any Content licensed from a
third party, but excluding Member Content.
“Booking Request Period” means the time period starting from the time when a booking is requested by a Guest (as determined by Zoola Fix in its sole discretion), within which a Fixer may decide whether to confirm or reject that booking request, as stated on the Site or Services. Different Booking Request Periods may apply in different places.
“Collective Content” means Member Content and Zoola Fix Content.
“Content” means text, graphics, images, music, software, audio, video, information or other materials.
“Guest” means a Member who requests from a Fixer a booking of Guidance via the Site or Services, or a Member who receives Guidance and is not the Fixer for such Guidance.
“Fixer” means a Member who creates a Fixer Profile via the Site and Services.
“Fixer Profile” means Guidance that is listed by a Fixer as available for rental via the Site, and Services.
“Member” means a person who completes Zoola Fix’s account registration process, as described under “Account Registration” below.
“Member Content” means all Content that a Member posts, uploads, publishes, submits or transmits to be made available through the Site or Services.
“Tax” or “Taxes” mean any sales taxes, value added taxes (VAT), goods and services taxes (GST), tourist or other visitor taxes and other similar municipal, county, federal and national indirect or other withholding and personal or corporate income taxes.
Certain areas of the Site (and your access to or use of certain aspects of the Services or Collective Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Services, or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Services, or Collective Content.
YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SITE OR SERVICES OR BY DOWNLOADING OR POSTING ANY CONTENT FROM OR ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SITE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SITE, SERVICES, OR COLLECTIVE CONTENT. If you accept or agree to these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Zoola Fix reserves the right, at its sole discretion, to modify the Site or Services or to modify these Terms, including the Service Fees, at any Guidance and without prior notice. If we modify these Terms, we will post the modification on the Site or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms. By continuing to access or use the Site or Services after we have posted a modification on the Site or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Site and Services.
The Site and Services are intended solely for persons who are 18 or older. Any access to or use of the Site or Services by anyone under 18 is expressly prohibited. By accessing or using the Site or Services you represent and warrant that you are 18 or older.
How the Site and Services Work
The Site and Services can be used to facilitate the listing and booking of a Fixer’s time, physical presence and, or, knowledge relating to nightlife (“ Guidance”). The nature of the Guidance is included in Fixer Profiles on the Site and Services by Fixers. You may view Fixer Profiles as an unregistered visitor to the Site and Services; however, if you wish to book Guidance or create a Fixer Profile, you must first register to create a Zoola Fix Account (defined below).
As stated above, Zoola Fix makes available an online platform or marketplace with related technology for Guests and Fixers to meet online and arrange for bookings of Guidance directly with each other. Zoola Fix is not an employer of Fixers and is not responsible for coordinating or advising on Guidance provided by Fixers. Unless explicitly specified otherwise in the Zoola Fix platform, Zoola Fix’s responsibilities are limited to: (i) facilitating the availability of the Site and Services and (ii) making available third party services to act as payment collection agents for Fixers for the purpose of facilitating payments from Guests.
PLEASE NOTE THAT, AS STATED ABOVE, THE SITE AND SERVICES ARE INTENDED TO BE USED TO FACILITATE FIXERS AND GUESTS CONNECTING AND BOOKING GUIDANCE DIRECTLY WITH EACH OTHER. ZOOLA FIX CANNOT AND DOES NOT CONTROL THE CONTENT CONTAINED IN ANY FIXER PROFILES AND THE STANDARD, LEGALITY OR SUITABILITY OF ANY GUIDANCE. ZOOLA FIX IS NOT RESPONSIBLE FOR AND DISCLAIMS ANY AND ALL LIABILITY RELATED TO ANY AND ALL FIXER PROFILES AND GUIDANCE. ACCORDINGLY, ANY BOOKINGS WILL BE MADE AT THE GUEST’S OWN RISK.
In order to access certain features of the Site, and to book Guidance or create a Fixer Profile, you must register to create an account (“ Zoola Fix Account”) and become a Member. You may register to join the Services directly via the Site or as described in this section.
You can also register to join by logging into your account with certain third-party social networking sites (“SNS”) (including, but not limited to, Facebook; each such account, a “Third-Party Account”), via our Site, as described below. As part of the functionality of the Site and Services, you may link your Zoola Fix Account with Third-Party Accounts, by either: (i) providing your Third-Party Account login information to Zoola Fix through the Site or Services; or (ii) allowing Zoola Fix to access your Third-Party Account, as permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to Zoola Fix and/or grant Zoola Fix access to your Third-Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating Zoola Fix to pay any fees or making Zoola Fix subject to any usage limitations imposed by such third-party service providers. By granting Zoola Fix access to any Third-Party Accounts, you understand that Zoola Fix will access, make available and store (if applicable) any Content that you have provided to and stored in your Third-Party Account (“SNS Content”) so that it is available on and through the Site and Services via your Zoola Fix Account and Zoola Fix Account profile page. Unless otherwise specified in these Terms, all SNS Content, if any, will be considered to be Member Content for all purposes of these Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts will be available on and through your Zoola Fix Account on the Site and Services. Please note that if a Third-Party Account or associated service becomes unavailable or Zoola Fix’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Site and Services. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Zoola Fix makes no effort to review any SNS Content for any purpose, including but not limited to for accuracy, legality or non-infringement and Zoola Fix is not responsible for any SNS Content.
We will create your Zoola Fix Account and your Zoola Fix Account profile page for your use of the Site based upon the personal information you provide to us or that we obtain via an SNS as described above. You may not have more than one (1) active Zoola Fix Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Zoola Fix reserves the right to suspend or terminate your Zoola Fix Account and your access to the Site and Services if you create more than one (1) Zoola Fix Account or if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree that you will not disclose your password to any third party and that you will take sole responsibility for any activities or actions under your Zoola Fix Account, whether or not you have authorized such activities or actions. You will immediately notify Zoola Fix of any unauthorized use of your Zoola Fix Account.
As a Member, you may apply to create a Fixer Profile. The application process will require you to answer a variety of questions about yourself and your interests in nightlife. In order for a Fixer Profile to be assigned to your account and made publicly available via the Site and Services, applications must be approved by Zoola Fix. Other Members will be able to book your Guidance via the Site and Services based upon the information provided in your Fixer Profile. You understand and agree that once a Guest requests a booking of your Guidance, you may not request the Guest to pay a higher price than in the booking request.
You acknowledge and agree that you are responsible for your Fixer Profile. Accordingly, you represent and warrant that your Fixer Profile and the booking of any Guidance advertised in your Fixer Profile (i) will be in compliance with all applicable laws (such as alcohol licensing laws), Tax requirements, and rules and regulations that may apply to any Guidance you offer, and (b) not conflict with the rights of third parties. Please note that Zoola Fix assumes no responsibility for a Fixer’s compliance with any agreements with or duties to third parties, applicable laws, rules and regulations. Zoola Fix reserves the right, at any time and without prior notice, to remove or disable access to any Fixer Profile for any reason, including Fixer Profiles that Zoola Fix, in its sole discretion, considers to be objectionable for any reason, in violation of these Terms, or otherwise harmful to the Site or Services.
If a Guest requests a booking of your Guidance and receives your Guidance, any agreement you enter into with such Guest is between you and the Guest and Zoola Fix is not a party thereto.
If you are a Fixer, Zoola Fix makes certain tools available to you to help you to make informed decisions about which Members you choose to confirm for booking for your Guidance. You acknowledge and agree that, as a Fixer, you are responsible for your own acts and omissions and are also responsible for the acts and omissions of any individuals who accompany you or are otherwise present during your Guidance at your request or invitation, excluding the Guest (and the individuals the Guest invites to the Guidance, if applicable.)
Zoola Fix may offer Fixers the option to be photographed by a photographer. If you as a Fixer choose to have a photographer do this, the photographs taken will be made available to you to include in your Fixer Profile and may feature a watermark or tag bearing the words “Zoola Fix Verified Photo” or similar wording (“Verified Images”). All images, materials and content created by these photographers provided by Zoola Fix, including Verified Images, constitute Zoola Fix Content, regardless of whether you include them in your Fixer Profile.
Zoola Fix does not endorse any Member or any Guidance. You understand that Verified Images are intended only to indicate a photographic representation of the Fixer at the time the photograph was taken. Verified Images are therefore not an endorsement by Zoola Fix of any Fixer or any Guidance. Members are required by these Terms to provide accurate information, and although Zoola Fix may undertake additional checks and processes designed to help verify or check the identities or backgrounds of users, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity or background.
Any references in the Site or Services to a Member being “verified” or “connected” (or similar language) only indicate that the Member has completed a relevant verification process, and does not represent anything else. Any such description is not an endorsement, certification or guarantee by Zoola Fix about any Member, including of the Member’s identity and whether the Member is trustworthy, safe or suitable. Instead, any such description is intended to be useful information for you to evaluate when you make your own decisions about the identity and suitability of others whom you contact or interact with via the Site and Services. We therefore recommend that you always exercise due diligence and care when deciding whether to book a Fixer or to accept a booking request from a Guest, or to have any other interaction with any other Member. We are not responsible for any damage or harm resulting from your interactions with other Members.
By using the Site or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Members or other third parties will be limited to a claim against the particular Members or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Zoola Fix with respect to such actions or omissions.
Bookings and Financial Terms
“Guidance Fees” means the amounts that are due and payable by a Guest in exchange for the Guidance received by that Guest. The Fixer
alone, and not Zoola Fix, determines these amounts.
“Fixer Fees” means the fee that Zoola Fix charges a Fixer for the use of its online platform, which is calculated as a percentage of the applicable Guidance Fees. The Fixer Fees will be displayed to the Fixer when the Fixer is asked whether to confirm or reject a booking request from a prospective Guest.
“Payments Processor” means any third party selected by Zoola Fix for the purpose of facilitating payments from Guests and distributing funds between Fixers and Zoola Fix.
Bookings and Financial Terms for Fixers
If you are a Fixer and a booking is requested for your Guidance via the Site and Services, you will be required to either confirm or reject the booking request within the Booking Request Period, otherwise the booking request will be automatically cancelled. When a booking is requested via the Site and Services, we will share with you (i) the first name of the Guest who has requested the booking, and (ii) a link to the Guest’s Zoola Fix Account profile page or to their Fixer Profile if the Guest has one. If you are unable to confirm or decide to reject a booking request within the Booking Request Period, any amounts collected by Zoola Fix for the requested booking will be refunded to the applicable Guest’s Stripe account or credit card and any pre-authorization of such Stripe account or credit card will be released.
A Guest’s debit or credit card must be authorised by a Payments Processor in order to submit a booking request. The Payments Processor will initiate payment of the Guidance Fees (less Zoola Fix’s Fixer Fees) to the Fixer within twenty four (24) hours of 23:59hrs on the day of the Guidance (except to the extent that a refund is due to the Guest). Third-party payment processors may impose their own additional charges for the use of their services on the Fixer, including by deducting their charges from the payout amount.
If you owe or agree to pay any amount to Zoola Fix (whether as a result of your bookings or actions as a Guest or otherwise), then Zoola Fix may (but is not obliged to) withhold the amount owing to Zoola Fix from any payout amounts due to you as a Fixer, and use the withheld amount to setoff the amount owed by you to Zoola Fix. If Zoola Fix does so, then your obligation to pay Zoola Fix will be extinguished to the extent of the amount withheld by Zoola Fix, and Zoola Fix will cease to owe to you any obligations (including, but not limited to, any obligation to pay you) with respect to the amount withheld.
Appointment of a Payments Processor to facilitating payments from Guests
Each Fixer hereby appoints Zoola Fix’s chosen Payments Processor to process the Fixer’s payments collection agent for the purpose of accepting the Guidance Fees from Guests and distributing amounts (minus the Fixer Fees and any fees of the Payments Processor) to Fixers.
Each Fixer agrees that Zoola Fix may, in accordance with its cancellation policy, (i) permit the Guest to cancel the booking and (ii) refund to the Guest the applicable portion of the Guidance Fees specified in the cancellation policy. Each Fixer understands that as the Payments Processor accepts payments from Guests their obligation to pay the Fixer is subject to and conditional upon successful receipt of the associated payments from Guests. The Payments Processor does not guarantee payments to Fixers for amounts that have not been successfully received by the Payments Processor from Guests. In appointing a Payments Processor, Zoola Fix assumes no liability for any acts or omissions of the Payments Processor.
Bookings and Financial Terms for Guests
The Fixers, not Zoola Fix, are solely responsible for honouring any confirmed bookings and making available any Guidance reserved through the Site and Services. If you, as a Guest, choose to enter into a transaction with a Fixer for the booking of Guidance, you agree and understand that you will be required to enter into an agreement with the Fixer and you agree to accept any terms, conditions, rules and restrictions associated with such Guidance imposed by the Fixer. You acknowledge and agree that you, and not Zoola Fix, will be responsible for performing the obligations of any such agreements, that Zoola Fix is not a party to such agreements, and that Zoola Fix disclaims all liability arising from or related to any such agreements. Upon your payment of the Guidance Fees to Zoola Fix, your payment obligation to the Fixer for the Guidance Fees is extinguished, and Zoola Fix’s appointed Payments Processor is responsible for remitting the Guidance Fees (less the Fixer Fees), in the manner described in these Terms. In the event that the Payments Processor does not remit any such amounts as described in these Terms, such Fixer will have recourse only against the Payment Processor.
The Guidance Fees payable will be displayed to a Guest before the Guest sends a booking request to a Fixer. As noted above, the Fixer is required to either confirm or reject the booking request within the Booking Request Period, otherwise the requested booking will be automatically cancelled. If a requested booking is cancelled (i.e. not confirmed by the applicable Fixer), such Guest’s debit or credit card will not be charged, and any pre-authorisation of such Guest’s credit or debit card will be released, if applicable.
You as a Guest agree to pay the Fixer for the Guidance Fees for any booking requested in connection with your Zoola Fix Account if such requested bookings are confirmed by the applicable Fixer. In order to establish a booking pending the applicable Fixer’s confirmation of your requested booking, you understand and agree that the Zoola Fix’s appointed Payments Processor, on behalf of the Fixer, reserve the right, in its sole discretion, to obtain a pre-authorisation via your debit or credit card for the Guidance Fees. Once Zoola Fix receives confirmation of your booking from the applicable Fixer, the Payments Processor will collect the Guidance Fees within twenty four (24) hours of 23:59hrs on the day of the Guidance, in accordance with these Terms and the pricing terms set forth in the applicable Fixer Profile. Please note that Zoola Fix cannot control any fees that may be charged to a Guest by his or her bank related to the Fixers collection of the Guidance Fees, and Zoola Fix disclaims all liability in this regard.
In consideration for the use of Zoola Fix’s online marketplace and platform, Zoola Fix charges Fixer Fees. Where applicable, Taxes (such as VAT in Europe) may also be charged in respect of the Fixer Fees. Zoola Fix’s appointed Payments Processor deducts the Fixer Fees from the Guidance Fees before remitting the balance to the Fixer as described in these Terms. Balances will be remitted by the Payments Processor to Fixers.
Please note that the Payments Processor may impose or deduct foreign currency processing costs on or from any payments or payouts. Except as otherwise provided herein, Service Fees are non-refundable.
General Booking and Financial Terms
Cancellations and Refunds
If, as a Guest, you cancel your requested booking before the requested booking is confirmed by a Fixer, Zoola Fix will cancel any pre-authorization of your credit or debit card. If, as a Guest, you wish to cancel a confirmed booking made via the Site and Services, Zoola Fix’s cancellation policy will apply to such cancellation. Details regarding cancellations and any associated refunds are available via the Site.
If a Fixer cancels a confirmed booking made via the Site and Services, you will not be charged any portion of the Guidance Fees for such booking.
If, as a Fixer, you cancel a confirmed booking, Zoola Fix may apply penalties or consequences to you or your Fixer Profile, including (i) publishing an automated review on your Fixer Profile indicating that a reservation was cancelled, (ii) keeping the calendar for your Fixer Profile unavailable or blocked for the dates of the cancelled booking, (iii) imposing a cancellation fee (to be withheld from your future payouts), or (iv) terminating your account.
In certain circumstances, Zoola Fix may decide, in its sole discretion, that it is necessary or desirable to cancel a confirmed booking made via the Site and Services. In such instances, a Guest’s credit or debit cards will not be charged. Zoola Fix may also determine, in its sole discretion, to refund to the Guest part or all of the amounts charged to the Guest in accordance with the Guest Refund Policy at http://www.zoolafix.com/refunds. You agree that Zoola Fix and the relevant Guest or Fixer will not have any liability for such cancellations or refunds.
Zoola Fix may, in its sole discretion, round up or round down amounts that are payable from or to Guests or Fixers to the nearest whole functional base unit in which the currency is denominated (e.g. to the nearest pound, dollar or other supported currency); for example, Zoola Fix may round up an amount of £101.50 to £102.00, and £101.49 to £101.00.
Some currencies are denominated in large numbers. In those cases, Zoola Fix may determine the functional base unit in which those currencies are denominated to be 10, 100 or 1,000 of the currency; the corresponding examples for such currencies would be for Zoola Fix to round up an amount of 1,045 up to 1,050 and 1,044 down to 1,040, or 35,450 up to 35,500 and 35,449 down to 35,400, or 837,500 up to 838,000 and 837,499 down to 837,000.
You as a Fixer understand and agree that you are solely responsible for determining your applicable Tax reporting requirements. You are also solely responsible for remitting to the relevant authority any Taxes owed by you. Zoola Fix cannot and does not offer Tax-related advice to any Members.
Zoola Fix’s online platform facilitates bookings between Guests and Fixers who may prefer to pay and to receive payments in different currencies, which may require foreign currency conversions to accommodate these differing currency preferences. The currencies available for users to make and receive payments may be limited, and may not include the default currency in any given geographic location.
Each foreign currency conversion is processed at a foreign currency conversion rate. This rate generally refers to the amount of one currency that must be paid to buy a certain amount of another currency at a given time. For example, if it costs US$125.00 to buy £100.00, the currency conversion rate of US dollars to pound sterling would be 1.25, and the currency conversion rate from pound sterling to US dollars would be 0.8. Currency conversion rates will vary from time to time.
“Display Currency” means the currency in which users view Fixer Profile prices on the Zoola Fix platform.
“Booking Currency” means the currency in which a Guest has to pay for his or her booking. At the time the Guest submits a booking request, the Payments Processor will select the Booking Currency, based on the Guest’s country of origin and the payment methods available for that country. The Payment Processor supports only a certain number of currencies as Booking Currencies. The Booking Currency for a booking may be different from the relevant Fixer Profile Currency.
“Fixer Profile Currency” means the currency in which a Fixer Profile’s price is set. The Fixer Profile Currency is set by the Fixer.
“Base Exchange Rate” means a system-wide rate used by the Payments Processor for foreign currency conversion that is in effect at the time the foreign currency conversion is processed, and does not include any fee or mark-up.
“Adjusted Exchange Rate” means a rate for foreign currency conversion that is calculated by adding a mark-up to the Base Exchange Rate. This mark-up represents a charge imposed by Payments Processor(s) for holding costs and foreign currency risks.
Foreign currency conversions
Zoola Fix’s appointed Payments Processor will process a foreign currency conversion in the following situations:
· The Booking Currency is different from the Fixer Profile Currency when a Guest submits a booking request: the Payments Processor will calculate the Guidance Fees in the Booking Currency, by applying either the Base Exchange Rate or the Adjusted Exchange Rate at the time of the booking request to the Guidance Fees in the Fixer Profile Currency. The Adjusted Exchange Rate will be applied if the Booking Currency is different from the Fixer Profile Currency for the Fixer Profile.
Please note that your payment company (for example, your credit or bank card issuer) will use a currency conversion rate for and may impose a currency conversion fee on your payment or received funds, if your card or bank account is denominated in a currency that is different from the Booking Currency or payout currency. Similarly, Payments Processor(s) may also use a currency conversion rate for or impose a currency conversion fee on your payment or payout. All of these currency conversion rates and fees are not controlled by or known to Zoola Fix.
You understand and agree that you are solely responsible for compliance with any and all laws, rules, regulations, and Tax obligations that may apply to your use of the Site, Services and Collective Content. In connection with your use of the Site, Services and Collective Content, you may not and you agree that you will not:
- violate any local, state, provincial, national, or other law or regulation, or any order of a court.
- use manual or automated software, devices, scripts, robots or other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services contained in the Site, Services or Collective Content;
- use the Site, Services or Collective Content for any commercial or other purposes that are not expressly permitted by these Terms;
- copy, store or otherwise access any information contained on the Site, Services or Collective Content for purposes not expressly permitted by these Terms;
- infringe the rights of any person or entity, including without limitation, their intellectual property, privacy, publicity or contractual rights;
- interfere with or damage our Site or Services, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology;
- use our Site or Services to transmit, distribute, post or submit any information concerning any other person or entity, including without limitation, photographs of others without their permission, personal contact information or credit, debit, calling card or account numbers;
- use our Site, Services or Collective Content in connection with the distribution of unsolicited commercial email ("spam") or advertisements unrelated to guided nightlife assistance;
- "stalk" or harass any other user of our Site, Services or Collective Content, or collect or store any personally identifiable information about any other user other than for purposes of transacting as a Zoola Fix Guest or Fixer;
- offer, as a Fixer, any Guidance that you cannot yourself provide (without limiting the foregoing, you will not list Guidance as a Fixer if you are serving in the capacity of an agent for a third party);
- register for more than one Zoola Fix Account or register for a Zoola Fix Account on behalf of an individual other than yourself;
- unless Zoola Fix explicitly permits otherwise, request to book or book Guidance if you will not actually be receiving the Guidance yourself;
- contact a Fixer for any purpose other than asking a question related to a booking, such Fixer’s Guidance or Fixer Profile;
- contact a Guest for any purpose other than asking a question related to a booking or such Guest’s use of the Site and Services;
- recruit or otherwise solicit any Fixer or other Member to join third-party services or websites that are competitive to Zoola Fix, without Zoola Fix’s prior written approval;
- impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;
- use automated scripts to collect information from or otherwise interact with the Site, Services or Collective Content;
- use the Site, Services or Collective Content to find a Fixer or Guest and then complete a booking of Guidance independent of the Site or Services, in order to circumvent the obligation to pay any Fixer Fees related to Zoola Fix’s provision of the Services or for any other reasons;
- as a Fixer, include any false or misleading price information, or advertise any a price on your Fixer Profile that you do not intend to honor;
- post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any other person; or (vii) promotes illegal or harmful activities or substances;
- systematically retrieve data or other content from our Site or Services to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, or spiders, or otherwise;
- use, display, mirror or frame the Site, Services or Collective Content, or any individual element within the Site, Services or Collective Content, Zoola Fix’s name, any Zoola Fix trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page in the Site or Services, without Zoola Fix’s express written consent;
- access, tamper with, or use non-public areas of the Site or Services, Zoola Fix’s computer systems, or the technical delivery systems of Zoola Fix’s providers;
- attempt to probe, scan, or test the vulnerability of any Zoola Fix system or network or breach any security or authentication measures;
- avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Zoola Fix or any of Zoola Fix’s providers or any other third party (including another user) to protect the Site, Services or Collective Content;
- forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site, Services or Collective Content to send altered, deceptive or false source-identifying information;
- attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site, Services or Collective Content; or
- advocate, encourage, or assist any third party in doing any of the foregoing.
Zoola Fix has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.
Zoola Fix may access, preserve and disclose any of your information if we are required to do so by law, or if we believe in good faith that it is reasonably necessary to (i) respond to claims asserted against Zoola Fix or to comply with legal process (for example, subpoenas or warrants), (ii) enforce or administer our agreements with users, such as these Terms, (iii) for fraud prevention, risk assessment, investigation, customer support, product development and de-bugging purposes, or (iv) protect the rights, property or safety of Zoola Fix , its users, or members of the public . You acknowledge that Zoola Fix has no obligation to monitor your access to or use of the Site, Services or Collective Content or to review or edit any Member Content, but has the right to do so for the purpose of operating and improving the Site and Services (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes), to ensure your compliance with these Terms, to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body, to respond to content that it determines is otherwise objectionable or as set forth in these Terms. Zoola Fix reserves the right, at any time and without prior notice, to remove or disable access to any Collective Content that Zoola Fix, at its sole discretion, considers to be objectionable for any reason, in violation of these Terms or otherwise harmful to the Site or Services.
The Site, Services, and Collective Content are protected by copyright, trademark, and other laws of the United Kingdom and foreign countries. You acknowledge and agree that the Site, Services and Collective Content, including all associated intellectual property rights, are the exclusive property of Zoola Fix and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Collective Content.
Zoola Fix Content and Member Content License
Subject to your compliance with the terms and conditions of these Terms, Zoola Fix grants you a limited, non-exclusive, non-transferable license, to (i) access and view any Zoola Fix Content solely for your personal and non-commercial purposes and (ii) access and view any Member Content to which you are permitted access, solely for your personal and non-commercial purposes. You have no right to sublicense the license rights granted in this section.
You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Site, Services, or Collective Content, except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Zoola Fix or its licensors, except for the licenses and rights expressly granted in these Terms.
We may, in our sole discretion, permit you to post, upload, publish, submit or transmit Member Content. By making available any Member Content on or through the Site and Services, you hereby grant to Zoola Fix a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of or to promote or market the Site and Services. Zoola Fix does not claim any ownership rights in any such Member Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit any such Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site and Services or you have all rights, licenses, consents and releases that are necessary to grant to Zoola Fix the rights in such Member Content, as contemplated under these Terms; and (ii) neither the Member Content nor your posting, uploading, publication, submission or transmittal of the Member Content or Zoola Fix’s use of the Member Content (or any portion thereof) on, through or by means of the Site and the Services will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
The Site and Services may contain links to third-party websites or resources. You acknowledge and agree that Zoola Fix is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Zoola Fix of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the Content, products or services on or available from such websites or resources.
Proprietary Rights Notices
All trademarks, service marks, logos, trade names and any other proprietary designations of Zoola Fix used herein are trademarks or registered trademarks of Zoola Fix. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Site and Services (“Feedback”). You may submit Feedback by emailing us at firstname.lastname@example.org or through the “Contact” ( http://www.zoolafix.com/contact) section of the Site. You acknowledge and agree that all Feedback will be the sole and exclusive property of Zoola Fix and you hereby irrevocably assign to Zoola Fix and agree to irrevocably assign to Zoola Fix all of your right, title, and interest in and to all Feedback, including without limitation all worldwide patent, copyright, trade secret, moral and other proprietary or intellectual property rights therein. At Zoola Fix’s request and expense, you will execute documents and take such further acts as Zoola Fix may reasonably request to assist Zoola Fix to acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
Zoola Fix respects copyright law and expects its users to do the same. It is Zoola Fix’s policy to terminate in appropriate circumstances the Zoola Fix Accounts of Members or other account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
Suspension, Termination and Zoola Fix Account Cancellation
We may, in our discretion and without liability to you, with or without cause, with or without prior notice and at any Guidance, decide to limit, suspend, deactivate or cancel your Zoola Fix Account. If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you: (a) your Zoola Fix Account will be deactivated or suspended, your password will be disabled, and you will not be able to access the Site, Services, your Zoola Fix Account, your Member Content, or receive assistance from Zoola Fix Customer Service, (b) any pending or accepted future bookings as either Fixer or Guest will be immediately terminated, (c) we may communicate to your Guests or Fixers that a potential or confirmed booking has been cancelled, (d) we may refund your Guests in full for any and all confirmed reservations, irrespective of pre-existing cancellation policies, (e) we may contact your Guests to inform them about potential alternate Guidance with other Fixers that may be available on the Site and Services, and (f) you will not be entitled to any compensation for reservations or bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination of your Zoola Fix Account. You may cancel your Zoola Fix Account at any time via the “Delete Account” feature. Please note that if your Zoola Fix Account is cancelled, we do not have an obligation to delete or return to you any Content you have posted to the Site and Services, including, but not limited to, any reviews or Feedback.
IF YOU CHOOSE TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, YOU DO SO AT YOUR SOLE RISK. YOU ACKNOWLEDGE AND AGREE THAT ZOOLA FIX DOES NOT HAVE AN OBLIGATION TO CONDUCT BACKGROUND CHECKS ON ANY MEMBER, INCLUDING, BUT NOT LIMITED TO, GUESTS AND FIXERS, BUT MAY CONDUCT SUCH BACKGROUND CHECKS IN ITS SOLE DISCRETION. THE SITE, SERVICES AND COLLECTIVE CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ZOOLA FIX EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ZOOLA FIX MAKES NO WARRANTY THAT THE SITE, SERVICES, COLLECTIVE CONTENT, INCLUDING, BUT NOT LIMITED TO, THE FIXER PROFILES OR ANY GUIDANCE, WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ZOOLA FIX MAKES NO WARRANTY REGARDING THE QUALITY OF ANY FIXER PROFILES, GUIDANCE, THE SERVICES OR COLLECTIVE CONTENT OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY COLLECTIVE CONTENT OBTAINED THROUGH THE SITE OR SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZOOLA FIX OR THROUGH THE SITE, SERVICES OR COLLECTIVE CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, ANY FIXERS OR GUESTS. YOU UNDERSTAND THAT ZOOLA FIX DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SITE OR SERVICES OR TO REVIEW ANY GUIDANCE’S. ZOOLA FIX MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF USERS OF THE SITE OR SERVICES OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE USERS OF THE SITE OR SERVICES. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE OR SERVICES AND WITH OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE OR SERVICES, INCLUDING, BUT NOT LIMITED TO, GUESTS AND FIXERS, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON REGARDLESS OF WHETHER SUCH MEETINGS ARE ORGANIZED BY ZOOLA FIX. NOTWITHSTANDING ZOOLA FIX’S APPOINTMENT AS THE LIMITED PAYMENT COLLECTION AGENT OF THE FIXERS FOR THE PURPOSE OF ACCEPTING PAYMENTS FROM GUESTS ON BEHALF OF THE FIXERS, ZOOLA FIX EXPLICITLY DISCLAIMS ALL LIABILITY FOR ANY ACT OR OMISSION OF ANY GUEST OR OTHER THIRD PARTY.
Limitation of Liability
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, SERVICES AND COLLECTIVE CONTENT, YOUR FIXER PROFILE OR BOOKING OF ANY GUIDANCE VIA THE SITE AND SERVICES, AND ANY CONTACT YOU HAVE WITH OTHER USERS OF ZOOLA FIX WHETHER IN PERSON OR ONLINE REMAINS WITH YOU. NEITHER ZOOLA FIX NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE, SERVICES, COLLECTIVE CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES OR COLLECTIVE CONTENT, FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE, OR SERVICES OR OTHER PERSONS WITH WHOM YOU COMMUNICATE OR INTERACT AS A RESULT OF YOUR USE OF THE SITE, SERVICES OR FROM YOUR FIXER PROFILE OR BOOKING OF ANY GUIDANCE VIA THE SITE AND SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZOOLA FIX HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR OUR OBLIGATIONS TO PAY AMOUNTS TO APPLICABLE FIXERS PURSUANT TO THESE TERMS, IN NO EVENT WILL ZOOLA FIX’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SITE AND SERVICES INCLUDING, BUT NOT LIMITED TO, FROM YOUR FIXER PROFILE OR BOOKING OF ANY GUIDANCE VIA THE SITE AND SERVICES, OR FROM THE USE OF OR INABILITY TO USE THE SITE, SERVICES, OR COLLECTIVE CONTENT AND IN CONNECTION WITH ANY GUIDANCE OR INTERACTIONS WITH ANY OTHER MEMBERS, EXCEED THE AMOUNTS YOU HAVE PAID OR OWE FOR BOOKINGS VIA THE SITE AND SERVICES AS A GUEST IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR IF YOU ARE A FIXER, THE AMOUNTS PAID BY ZOOLA FIX TO YOU IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, OR ONE HUNDRED U.K. POUNDS STERLING (£100), IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZOOLA FIX AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
You agree to release, defend, indemnify, and hold Zoola Fix and its affiliates and subsidiaries, and their officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (a) your access to or use of the Site, Services, or Collective Content or your violation of these Terms; (b) your Member Content; (c) your (i) interaction with any Member, (ii) booking of Guidance, or (iii) creation of a Fixer Profile; (d) your actions during Guidance by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential or otherwise) of any kind arising in connection with or as a result of a booking or receivership of Guidance.
Export Control and Restricted Countries
By using the Site and Services, you represent and warrant that (i) you are not located in a country that is subject to a UK Government embargo, or that has been designated by the UK Government as a “terrorist supporting” country and (ii) you are not listed on any UK Government list of prohibited or restricted parties. You also will not use the Site and Services for any purpose prohibited by UK law, including the development, design, manufacture or production of missiles, or nuclear, chemical or biological weapons. Zoola Fix does not permit Fixer Profiles associated with certain countries due to UK embargo restrictions.
If you provide Guidance to, or receive Guidance from, anyone who you feel is acting or has acted inappropriately, including but not limited to anyone who (i) engages in offensive, violent or sexually inappropriate behaviour, (ii) you suspect of stealing from you, or (iii) engages in any other disturbing conduct, you should immediately report such person to the appropriate authorities and then to Zoola Fix by contacting us with your police station and report number at email@example.com; provided that your report will not obligate us to take any action beyond that required by law (if any) or cause us to incur any liability to you.
These Terms constitute the entire and exclusive understanding and agreement between Zoola Fix and you regarding the Site, Services, Collective Content, and any bookings, Fixer Profiles or Guidance’s made via the Site and Services, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Zoola Fix and you regarding bookings, Fixer Profiles or Guidance’s, the Site, Services and Collective Content.
You may not assign or transfer these Terms, by operation of law or otherwise, without Zoola Fix’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Zoola Fix may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Zoola Fix (i) via email (in each case to the address that you provide) or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
Controlling Law and Jurisdiction
These Terms will be interpreted in accordance with the laws of England and Wales, without regard to its conflict-of-law provisions. You and we agree to submit to the personal jurisdiction of a state court located in England or Wales for any actions for which the parties retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights, as set forth in the Dispute Resolution provision below.
The failure of Zoola Fix to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Zoola Fix. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.