You must read and agree to this Terms of Service Agreement ("Agreement") if you are a User of ZoLi's website, located at the URL www.zo-li.com (the "Site").  

There are two general types of Users of the Site, registered users that have registered or ordered products or services with ZoLi ("Registered Users"), and visitors of the Site ("Visitors") who are not registered with ZoLi.

You must be 18 years of age or older to be a User of the Site.  By continuing to use the Site, you are representing that you are at least 18 years old and you have the authority to enter into these Terms of Service.  If you do not agree with these Terms of Service, immediately stop using the Site.

Updates to the Terms of Service

This Terms of Service Agreement was last updated on September 3, 2008.  We reserve the right, at any time, to modify the Site and/or the terms of this Agreement without prior notice.  We recommend that you periodically check this Agreement to see if there have been any modifications.  Modifications will become effective immediately upon being posted on the Site.  Your continued use of the Site after modifications are posted will be considered an acceptance of the modified Agreement.

Who we Are

The Site is owned and operated by ZoLi Inc., a California Corporation with a place of business at 247 California Drive, Burlingame, California, 94010. 

Site Availability

You understand and agree that although we will use reasonable efforts to ensure the Site is available to its Users, temporary interruptions of the services available through this Site may occur.  The services available on this site are provided “AS IS” and ZoLi is not liable to you for any temporary interruption in such services.

Registration Data, Passwords, and Privacy

By registering or ordering products with us, you agree that all information provided to us is true and accurate and you will update this information in order to keep it current, complete and accurate. 

During the registration or order process, you will be asked to select a password.  The password and your account are for your individual use only, and are not to be shared with coworkers, friends or family. You agree to keep your password confidential at all times.

You agree to be fully responsible for activities or transactions that relate to your account or your password.  You must notify ZoLi immediately if you learn of an unauthorized use of your password. 

All information we obtain about you in connection with your use of this Site is subject to our Privacy Policy located at the URL www.zo-li.com/store/privacy-policy, which is incorporated by reference into this Agreement.

Purchase of Products

ZoLi provides the ability for you to place an order for products made available on its Site (“Products”).  You agree to pay all charges incurred by you or any users of your account and credit card (or other applicable payment mechanism) at the prices for Products in effect when such charges are incurred.  Verification of information applicable to an order may be required prior to our acceptance of any order. Price and availability of any Products are subject to change without notice, and our current prices can be found on the Site. 

All prices are in U.S. dollars.  Prices do not include taxes, customs and excise duties that may be added by the order destination country, if the destination is outside the United States.  Delivery charges are not included in the price, and will be added to your order during the checkout process.  ZoLi may choose the carrier for shipping your order at its discretion.  Any dates specified for delivery of any Products are intended to be an estimate only.  All purchases are subject to availability.

Whether or not taxes are added to your order at checkout, you will be responsible for paying any applicable taxes relating to your order.

When you place an order, we will not charge you until we ship the items ordered. We reserve the right to ship partial orders, and the portion of any order that is partially shipped may be charged at the time of shipment.  If the Product you ordered is not in stock, we will inform you of the backorder and ship the item when it becomes available or give you the opportunity to cancel the order.  Title and risk of loss for Products purchased by you passes to you when we deliver the Products to our designated carrier for delivery.

Any Products you order are for your own personal use and enjoyment, and may not be distributed for commercial purposes or resold.  If you are a commercial distributor or reseller and are interested in working with ZoLi, please send an email to: sales@zoli.com.

Warranty for Products

ZoLi warrants that, within a thirty (30) day period following delivery of the product, Products provided to you by ZoLi shall be free from defects in materials, design and workmanship.  If a Product is found to be nonconforming (not free from defects in materials, design and workmanship) with this warranty within the thirty (30) day period following delivery of the Product, then you shall have the right to return the Product for repair or replacement as set forth herein.

Return of Products

Products found to be nonconforming within the limited thirty (30) day warranty may be returned. 

Products Purchased from Reseller / Retailer

If a ZoLi Product was purchased from a reseller or retailer, then the nonconforming product must be returned to the reseller or retailer, subject to its applicable return policy. 

Products Purchased from ZoLi

If the ZoLi Product was purchased directly from ZoLi, the nonconforming product may be returned in new, unused condition in its original packaging, postage prepaid, with proof of purchase and a Return Merchandise Authorization (RMA) number.  All returned pieces will be examined and items that do not meet ZoLi’s return qualification will be sent back at customer’s cost.  Please allow 2 – 4 weeks for all returns/exchanges to be processed.  All exchange and repair requests should be directed to the ZoLi Help Desk at 1.888.321.ZOLI (9654) Mon-Fri from 9:00AM-5:00PM PST.  No product returns will be accepted without first obtaining a RMA number from the ZoLi Help Desk. 

ZoLi will repair or replace the product, at its option, and ship it back to you.  Repair or replacement of the defective item is subject to verification of the nonconformity.  Please send the item to:

ZoLi Service Center, 247 California Street, Burlingame, CA 94010 USA

This limited product warranty does not cover 1) A defect that has been caused by repair or modification by any person other than a ZoLi technician; 2) A defect caused by negligence, accident, or misuse of the product; 3) A defect caused by incorrect installation of and/or defective batteries; 4) Battery life; or 5) Damage resulting from improper operation.

If you have any questions please call our technical support line toll free at 1.888.321.ZOLI (9654) Mon-Fri from 9:00AM-5:00PM PST

Repair or replacement, as set forth herein, are your sole and exclusive remedies for any breach of warranty.

Payment

If you order products or services through the Site, you agree to pay all fees associated with that order or transaction.  Payments for services or products available on the Site are made via credit card through our online transaction partner, authorize.net, and are subject to their terms of service at at: http://www.authorize.net.

In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.

If the address or any other information pertaining to your credit card is changed for any reason, including changes in the home or billing address, changes in the card expiration date, or if your credit card is lost or stolen, you must immediately inform ZoLi’s online transaction partner.  ZoLi disclaims any and all liability for charges posted to a lost or stolen credit card.

Intellectual Property

a. ZoLi's Intellectual Property Rights.

ZoLi is the owner and retains all proprietary rights to the Site and all associated copyrights, trademarks, brands, service marks, patents or other proprietary rights under law.  You are permitted to use the Site and its content only as specifically authorized by ZoLi.

ZoLi's trademarks or service marks may not be used in connection with any product or service that is not provided by ZoLi, in any manner that is likely to cause confusion among customers of products available on the Site, tarnishes or dilutes the marks, or disparages or discredits ZoLi or the products available on the Site. 

b. Others’ Intellectual Property Rights.

ZoLi deeply respects the third party intellectual property rights that may be implicated on the Site.   These intellectual property rights, and your responsibilities with respect to these rights, are outlined below.  All trademarks and/or service marks displayed on the Site are the exclusive property of their respective owners, and may not be used without the owner's permission.

In posting or submitting information via the Site (“Submissions”), you retain rights you hold with respect to the Submissions.  Subject to these rights, you grant to ZoLi a worldwide, royalty-free, perpetual license to use, copy, truncate, display and host your Submissions in accordance with the functionality available on the Site.

You warrant that all of your Submissions are either created (and owned) by you, or you have the necessary licenses, rights and permissions to grant ZoLi the rights described herein. 

You should be aware that if your Submissions contain images, such images may be protected by copyright, even if not marked with the © symbol.  If you are not the creator of an image, then you must get permission from the creator of the image or the copyright holder to use the image. 

Furthermore, if you want to publish an image of someone other than yourself, you must get permission from the individuals portrayed in the image before submitting the image to ZoLi.  Do not upload any images that are confidential or proprietary.   We assume no liability with respect to the disclosure or use of confidential or proprietary information uploaded to our Site.

c. Notice of Copyright or Intellectual Property Infringement.

Please notify us if you believe any of your intellectual property rights have been infringed by a user of the Site.   Pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act ("DMCA"), ZoLi designates the following individual as its agent for receipt of notifications of claimed infringement:

By Mail:
ZoLi Inc.
Attn: DMCA Claims
247 California Drive
Burlingame, California 94010
By E-mail: [INFO@ZoLi.com]

To be effective the notification should include: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the right being infringed; (b) identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at the site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and Information sufficient to permit us to locate the material; (d) information sufficient to allow us to contact the complaining party; (e) a statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or intellectual property owner, agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the right being infringed.  If you fail to comply with all of these requirements, your DMCA notification may not be valid.

You acknowledge and agree that upon receipt and notice of a claim of infringement, we may immediately remove the identified materials from our site without liability, and the claims of the complaining party and party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

Conduct on Site

You agree to obey all applicable rules and regulations in using the Site, and agree that you are responsible for the contents of any of your Submissions.  You agree that you will not upload, share, or otherwise distribute any Submissions-- including text, graphics, images, sounds, data, music, or other information -- that:

1. are unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, or impersonate another person;

2. contain explicit or graphic descriptions or accounts of sexual acts (including but not limited to sexual language of a violent or threatening nature directed at another individual or group of individuals), or in any way violate child pornography laws;

3. victimize, harass, degrade, or intimidate an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;

4. infringe on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;

5. constitute unauthorized or unsolicited advertising, junk or bulk email (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;

6. contain software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party; or

7. contain measures that could be used to determine the architecture of the Site, or could be used to decompile, disassemble, or reverse engineer the Site.

ZoLi does not endorse the contents of any Submissions, and disclaims all liability in connection with Submissions.  ZoLi does not pre-screen or monitor Submissions. However, we have the right at our sole discretion to remove any content of any kind that, in our judgment, does not comply with this Agreement and any other rules of user conduct for our Site, or is otherwise harmful, objectionable, or inaccurate.  We are not responsible for any failure or delay in removing such content.  You consent to such removal and waive any claim against us arising out of such removal of content.

You may not use your account to breach security of another account or attempt to gain unauthorized access to another network or server.  Users who violate systems or network security may be subject to criminal or civil liability.

You agree that we may at any time, and at our sole discretion, terminate your account without prior notice to you and without reimbursement if we suspect a violation any of this Agreement.  In addition, you acknowledge that we will cooperate fully with investigations of violations of systems or network security at other sites, including cooperating with law enforcement authorities in investigating suspected criminal violations.

Linking Conditions

You may not link to this Site unless you comply with these linking conditions.  Your right to link to the Site is conditioned upon your compliance with the following restrictions:

A. The link must resolve to the homepage, "http://www.Zo-Li.com".

B. The link may not use, defame, or tarnish any logo, graphic, tagline, service mark, trademark, or copyrighted information of ZoLi or any other third party. 

C. The link and surrounding materials must not deliver the Site content in a framed environment, or alter the layout, content, look, or feel of the Site.

D. The link and surrounding materials must not imply affiliation or falsely represent any relationship between the linking site and ZoLi; and

E. The link and surrounding materials must not portray ZoLi, products or services available on the Site, or the Site itself, in a false, misleading, derogatory, defamatory or otherwise offensive manner.

Third Party Sites and Information

The Site may include links to other sites on the Internet that are owned and operated by online merchants and other third parties, and which may contain references to information, software, materials, products, and/or services provided by the third party.  These third party sites may contain information which some people consider inappropriate or offensive.  These third party sites are beyond our control, and we are not responsible for the availability of, or the content located on or through, any third-party site.  You should contact the site administrator or webmaster for those third-party sites if you have any concerns regarding such links or the content located on such sites.  Your use of those third-party sites is undertaken at your own risk, and is subject to the terms of use and privacy policies of each site. We include third party links or references merely as a convenience to our Users, and we do not endorse nor assume any liability for the third party sites, services, or products.

Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH HEREIN, ZOLI PROVIDES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE PRODUCTS OR THE SITE WILL MEET YOUR REQUIREMENTS, (B) THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY PRODUCTS OR MATERIALS OBTAINED BY YOU FROM THE SITE, FROM US, OR FROM ANY THIRD PARTIES’ WEBSITES TO WHICH THE SITE IS LINKED, WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.  

THE USE OF THE SITE OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY MATERIALS OR CONTENT THROUGH THE SITE OR THROUGH THIRD PARTIES’ WEBSITES TO WHICH THE SITE IS LINKED, IS DONE AT YOUR OWN RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.

ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY PRODUCTS, SERVICES, MATERIALS, OR INFORMATION AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US.

SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

No Medical Advice

THE PRODUCT DESCRIPTIONS AND/OR INFORMATION MADE AVAILABLE ON THE SITE ARE NOT TO BE CONSTRUED AS MEDICAL ADVICE.  WE ENCOURAGE YOU TO CONSULT WITH A MEDICAL PROFESSIONAL REGARDING THE USE OF ANY PRODUCTS AVAILABLE THROUGH THE SITE AND ANY OTHER ISSUES RELATED TO THE CARE OF YOUR CHILD.

Limitation of Liability

EXCEPT AS SET FORTH HEREIN, YOUR exclusive remedy and ZoLi'S entire liability, if any, for any claims arising out of this site shall be limited to the amount you paid ZoLi, if any, for any PRODUCTS OR services available through the site during the six-month period before the act giving rise to the liability.

IN NO EVENT SHALL ZOLI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THIS SITE.

FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY GOODS AND SERVICES OFFERED THROUGH THIS SITE OR THROUGH THIRD PARTY SITES LINKED TO FROM THIS SITE.

SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Indemnification

You agree to indemnify and hold ZoLi, its parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys’ fees and costs, made by any third party due to or arising out of (a) your use or misuse of the site, (b) the violation of laws, rules, regulations or terms this Agreement, or (c) infringement by your Submissions, by you, or by someone using your account, of any intellectual property or any other right of any person or entity.  ZoLi reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with ZoLi in asserting any available defenses.

Use of Site and Storage of Material

Upon registering with ZoLi, you will be assigned one (1) user account.  You are limited to one account per person.  Excessive use or abuse of the Site by one user may have a negative impact on all other users. Misuse of network resources in a manner that impairs network performance, including excessive consumption of CPU time, memory, disk space, and session time, is prohibited.  You acknowledge that we have the right, at our sole discretion, to terminate your account, limit the number of transmissions you may send or receive through our site, or limit the amount of storage space, bandwidth, or other resources you may use.

International Use

Although this Site may be accessible worldwide, we make no representation that materials on this site are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this site from outside the United States  do so on their own initiative and are responsible for compliance with local laws.  In addition, this Site and the services provided under this agreement may be subject to United States  export control regulations or the export control regulations of other countries.  You agree to comply strictly with all export control laws, and assume sole responsibility for obtaining licenses to export or re-export as required.

Termination of Use

We may terminate or suspend your use of this Site at our discretion and for any reason.  Any suspected fraudulent, abusive or illegal activity may be grounds for terminating your account and may be referred to appropriate law enforcement authorities.

Upon termination or suspension, regardless of the reasons therefore, your right to order products or otherwise use the services available on this Site immediately ceases, and you acknowledge and agree that we may immediately deactivate or delete your account and all related information in your account and/or bar any further access to such information. We shall not be liable to you or any third party for any claims or damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

The following sections of this Agreement will survive termination: Third Party Sites and Information, Intellectual Property, Disclaimer of Warranties, No Medical Advice, Limitation of Liability, Indemnification, Termination of Use, Governing Law, Miscellaneous.

Governing Law

The laws of the state of California, USA, will apply to all matters relating to these Terms of Service, the use of this Site and/or services provided through this Site, without regard to the conflicts of laws principles nor the United Nations Convention on the International Sale of Goods.  You agree to submit to the exclusive personal jurisdiction and venue of the United States District Court, Northern District of California in San Francisco, California USA.

Notices

All notices to a User or to ZoLi shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at customerservice@zo-li.com, if by email, or at ZoLi, Inc., 247 California Drive, Burlingame, CA 94010, if by conventional mail.  Notices to you may be sent either to the email address supplied for your account or to the address supplied by you when registering or updating your account.  In addition, we may broadcast notices or messages through the site to inform you of changes to the site or other matters of importance, and such broadcasts shall constitute notice to you.

Any notices or communication under this Agreement will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by \facsimile; (5) on the delivery date if transmitted by email; or (6) immediately if broadcast by ZoLi.

Miscellaneous

ZoLi will not be responsible for delay or failure to ship Products if such delay or failure is due to causes beyond its control and without its fault or negligence, including but not limited to acts of God, acts of any government in its sovereign or contractual capacity, strikes, fires, floods, riots, terrorist acts or threats, civil strife, wars or embargoes.

If any provision of this Agreement shall be unlawful, void or unenforceable for any reason, the other provisions shall not be affected thereby and shall remain valid and enforceable to the maximum possible extent. 

You agree that this Agreement may be assigned by ZoLi, in our sole discretion, to any third party at any time.  You may not transfer or assign any of your rights and obligations under this Agreement, and any attempt to do so will be null and void.

This Agreement, together with the site Privacy Policy, shall constitute the entire agreement and understanding between us concerning the subject matter hereof and supersedes all prior agreements and understanding of the parties with respect thereto.

Any attempt to modify or supplement the terms of this Agreement and/or the Privacy Policy shall be null and void unless agreed to in writing signed by both parties.

Any failure by us to enforce or exercise any provision of these Terms of Service or related rights shall not constitute a waiver of that right or provision.

In any action to enforce this Agreement, the prevailing party will be entitled to costs and attorneys’ fees.