Last updated: 02/01/2024
Intro
Zeely, Inc. (“Company” or “we”) welcomes you, our user (“User” or “you”). These Terms of Zeely (“Terms”) govern your use of the sales growth service Zeely (“Zeely”), which is available for download in the App Store and Google Play (“Application”).These Terms and any operating rules and policies posted on Zeely, including Privacy Notice for Zeely App, Privacy Notice for Zeely Website, Cookie Policy, Subscription and Refund Policy constitute the entire legally binding agreement and understanding between us and our users, governing your access to and use of Zeely (“Agreement”).By using Zeely you make these Terms valid and mutually binding for the parties, and you declare and warrant that:
- you have read and understand the Terms, Subscription and Refund Policy, and hereby agree to be legally bound by and to comply with these Terms in full;
- you have full legal capacity, which means you have reached the legal age and are not restricted otherwise (otherwise, you can use Zeely exclusively with the involvement of a parent or guardian);
- you are duly authorized to act on behalf of the legal entity you represent (if applicable);
- according to your local jurisdiction, you are eligible to enter into this agreement and have no restriction to access or use Zeely;
- you comply with these Terms and all applicable laws and regulations.
Our Privacy Notice for Zeely Website describes our collection and use of personal data connected with your access to and use of Zeely Website.
Our Privacy Notice for Zeely App describes our collection and use of personal data connected with your access to and use of Zeely Application.
Our Cookie Policy explains why, how, and when we use cookies on Zeely Website.
Our Subscription and Refund Policy outlines the terms and conditions regarding users’ subscriptions, payments, and the possibility of refunds.
Please contact us if you have any questions or comments about the Agreement.
Content
About us
| Name | Zeely, Inc. |
| Registration number | 5999288 |
| Address | 2810 N Church St, Ste 27833, Wilmington, Delaware, 19802-4447, USA |
| support@zeely.app |
Our support team is happy to assist you. You can contact us via:
- email address indicated above;
- Zeely website https://zeely.app/ (“Website”);
- “Assistant” page in the Application.
You can also reach us via direct messages on Zeely’s social media. However, it is not our primary communication channel, so we may not always be able to respond to such messages.
We respond to users as soon as possible. Please note that we may not respond to offensive emails or messages. We kindly ask you to be polite during your communication with us.
Services
Zeely is a sales growth application that helps business owners start selling online using AI functionality that automatically generates customized text and visual advertising content for web stores and ad creatives.
Zeely allows users to build web stores, fill them with your products and services, promote businesses on social media platforms, manage orders, and receive online payments.
To receive online payments for sales through Zeely, enter your payment details in the application. Please ensure that this functionality is properly configured before placing ads.
Feel free to contact us if you have any questions.
Account
Account registration
You have to create a personalized account (“Account”) to use Zeely.
To create the Account in the Application, you have to set a password and indicate the following:
- your name;
- email address;
- information about your business;
- domain name for your business to create a website on Zeely.
To create the Account on the Website, you have to set a password, provide payment for a subscription, and indicate the following:
- your name;
- email address;
- information about your business;
- payment data.
Please provide accurate and complete information during registration and keep your account information up-to-date. The correctness and relevance of your information affect the quality of the services we provide.
Users are solely responsible for:
- maintaining the confidentiality and security of the login credentials;
- all actions taken through their Accounts.
Problems with account
You must not transfer or assign your Account to someone else.
Please immediately contact us if:
- you have lost access to your Account,
- you know or have any reason to suspect that someone has gained access to your Account without your authorization,
- your credentials have been lost, stolen, misappropriated, or otherwise compromised.
If you have lost a password to your Account, you may reset it with the corresponding functionality of Zeely.
Account deletion
You may delete your Account using the corresponding functionality in the Account’s settings. If you have an active subscription plan, cancel it before account deletion.
Please note that as a result, you will lose your active advertising campaigns and all account data, and restoration will not be possible.
Rules for users
Prohibited activities
You are prohibited from posting and sharing User Content (or otherwise use Zeely) which:
- infringes intellectual property rights (i.e. contains pirated or copyrighted materials without proper authorization);
- discloses personal or confidential information without consent, such as phone numbers, email addresses, social security numbers, etc.
- is offensive by its nature, such as content that promotes racial or ethnic offences, toxicity, bigotry, hatred, physical harm of any kind against any group or individual, animal cruelty;
- contains information that is false, misleading, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, libellous, or physical violence or encourages conduct that would be considered a criminal offence or bring forth civil liability;
- displays or propagates the use of drugs in any form (including pills or cigarettes);
- displays or propagates violence with the use of any weapon;
- bullies, harasses, or threatens another individual;
- promotes sex-related entertainment, commits intimate suggestions, escort services, or other services that may be interpreted as providing sexual acts in exchange for compensation;
- displays or promotes pornographic or sexually explicit material of any kind, including underage;
- contains not authorized advertising, spam, solicitations, contests, sweepstakes, barter, and pyramid schemes.
The Company may, but is not obliged to control User Content, is not responsible for it, and makes no representations or warranties to any User Content.
Please contact us if you find any User Content violating these Terms or your rights.
Impact measures
If you notice any prohibited activities on Zeely, please contact us.
We may delete the user’s Account without warning if we find that Users have committed actions prohibited by these Terms.
If you object to the deletion of your Account, contact us. We will consider your objection and revise our decision.
At our sole discretion, we reserve the right to take action without compensation to users in the event of reasonable and sufficient grounds to believe that a violation has occurred.
Content and intellectual property
Zeely content
Zeely is owned and controlled by the Company. Unless otherwise agreed in writing, all materials on Zeely, including text, graphics, software, information, images, designs, domains, trademarks, logos, photographs, video, sounds, music, and any other materials, and the intellectual property rights in such materials (“Content”) belong to the Company or is included on Zeely with the consent of the owner.
Subject to your compliance with this Agreement, Company grants you a limited, non-exclusive, non-transferable, revocable worldwide license to access and use Zeely and the Content in the manner provided for in these Terms, including for commercial purposes.
You must not:
- use any robot, spider, another automatic device, or manual process to monitor, copy, or “scrape” the Content or for any other unauthorized purpose without our prior written consent;
- avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by the Company to protect it;
- use Zeely for illegal purposes;
- change or delete any Company’s ownership notices from materials downloaded or printed from Zeely;
- use the Content or any of its elements in any way not provided for in these Terms without the prior written permission of the Company or owners of the Content.
Any attempt to do so is considered a violation of these Terms and the rights of the Company. If you violate any of these restrictions, your use of Zeely may be reviewed and terminated, and you may be subject to legal actions and damages.
You do not have any intellectual property rights for the Content of the websites created through Zeely. You retain your intellectual property rights only for the User Content published on such websites.
User content
You can upload materials, including images, videos, texts, designs, graphics, icons, or other materials and information (“User Content”) through Zeely. If you contribute User Content through Zeely, such User Content may be accessible to other users and available for copying, sharing, distributing, and publishing outside Zeely.
Users are exclusively responsible for all User Content and the consequences of submitting it through Zeely. We do not verify the User Content’s accuracy, quality, content or legality. We may, but are not obliged to review, analyze, filter, edit or remove any User Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with applicable laws. The Company will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with the User Content.
Users are solely responsible for obtaining all necessary consents, licenses and waivers required to submit the User Content through Zeely. These may include consents, licenses and waivers from copyright, trademark and other intellectual property owners, and any other individuals involved in creating the User Content.
We own your User Content and information that you submit through Zeely.
By submitting the User Content through Zeely, you grant the Company a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable and transferable license to use, run, host, reproduce, process, translate, adapt, modify, publish, transmit, distribute and display the User Content.
This license gives permission to:
- secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of the User Content;
- use, enhance, personalize, deliver, exhibit, publish, broadcast, publicly display, publicly perform, distribute, create derivative works, promote, copy, store, and reproduce (in any form) the User Content on or through Zeely.
You can end this license anytime by deleting your User Content or Account. However, the license and permissions regarding your User Content will continue to be in force for the users who have previously shared/reposted or downloaded your User Content.
When you upload or make available any User Content, you thereby represent and warrant that:
- creation, distribution, public display, and accessing, downloading, or copying of such User Content do not and will not infringe the intellectual property rights of any third party;
- you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize other users of Zeely and us to use your User Content in any manner contemplated by the Company and these Terms;
- you are solely responsible for all the confidential information and personal data that may appear in your User Content (such as a company name, address, pictures of any people, their contacts, etc.);
- your User Content is not false, inaccurate, or misleading, does not harm minors;
- your User Content does not impersonate any person or entity, including, without limitation, any Company’s representative, or falsely states or otherwise misrepresents your affiliation with a person or entity;
- no payments of any kind shall be due by the Company to any person (entity) for the use of the User Content (this does not apply to goods and services that you offer through a website created on Zeely).
You are solely responsible for any User Content you upload to Zeely. The User Content published through Zeely can be subject to our prior moderation. However, we do not give any promises or guarantees to the User Content.
DMCA takedown
Submitting DMCA Notice
If someone believes that our users infringe their intellectual property rights, they can send a Notice of Claimed Infringement to us (“DMCA Notice”) by providing the following information in accordance with the Digital Millennium Copyright Act (“DMCA”):
- your physical or electronic signature;
- identification of the copyrighted work that you claim has been infringed;
- identification of where the material is located on the Website so that we may identify it;
- your address, telephone number, and email address;
- a statement of your good faith belief that the use of the material is not authorized by the copyright owner, its agent, or the law;
- a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Actions taken by the Company
If we receive the DMCA Notice in accordance with the foregoing, we reserve the right, at our sole discretion. to:
- remove or disable the allegedly infringing User Content;
- notify the user accused of infringement about the DMCA Notice and removal/disabling of the claimed User Content;
- ask the user to contact you directly (upon your prior consent only) or to provide you with the user’s contact information (upon the user’s consent only) in order to resolve the issue amicably;
- terminate the user’s account or restrict the user’s access to his/her Zeely account.
Submitting Counter Notice
If you believe that your User Content claimed to be infringing and therefore removed from Zeely does not infringe on any copyrights, you may submit the Counter Notice containing the following information:
- your physical or electronic signature;
- identification of the counter-claimed content;
- a statement that you have a good-faith belief that the content was removed as a result of an inappropriate DMCA Notice;
- your contact and identification information, such as a name, address, phone number, email address, etc.;
- your consent to the jurisdiction of the U.S. Federal Courts for the judicial districts in which the user and Zeely are located, and that such you will accept service of process from the original complaining party;
- a reasonable argument detailing opposition to the DMCA Notice sent to the Company by the complaining party, and proof of your legal title to use the claimed content.
Further steps
Upon receipt of the Counter Notice as set forth above the Company will:
- forward its copy to the original complaining party;
- inform the latter that the content in question may be restored not less than 10, nor more than 14 business days unless the complaining party notifies the Company that the legal action relating to the allegedly infringing content has been filed.
Third-party websites and services
Zeely contains or may depend on links to other websites and services (AI-content generation, payment processing, etc.).
The access and use of the other websites and services we own or manage are subject to the relevant software as a service agreement (or equivalents) published on such websites and services and are not governed by these Terms.
The access and use of the other websites and services we do not control are governed by third parties and do not fall under these Terms.
We are not responsible for the content, functions, and services offered through third-party websites or services and for any loss, damage, or other liabilities incurred as a result of your use of such websites, services, and their content or functions. We do not control the features available or accessed through them.
You acknowledge that other terms of use (or equivalents) and privacy notices (or equivalents) apply to your use of third-party websites, services, and their content or functions.
Warranties and disclaimers
Zeely is provided to you “as is”.
The Company explicitly disclaims all warranties, express or implied, regarding Zeely, Content and Services you may obtain or access through Zeely, including, but not limited to, implied warranties of title, merchantability, fitness for a particular purpose and non-infringement of intellectual property rights.
We do our best to keep your data safe and secure and maintain Zeely’s functionality. However, Zeely may be subject to unavailability for various factors beyond our control, including emergencies, third-party service failures, hacker attacks, transmission, equipment or network problems or limitations, interference, signal strength, and may be interrupted, refused, limited, or curtailed.
WE ARE NOT RESPONSIBLE FOR DATA LOSS OR THE INABILITY TO USE PASSWORDS OR OTHER INFORMATION FOR LOGIN OR IDENTIFICATION.
WE DO NOT GUARANTEE THAT ZEELY WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY DEFECTS WILL BE CORRECTED, OR THAT ZEELY IS FREE OF ANYTHING ELSE HARMFUL.
THE COMPANY DOES NOT PROMOTE OR ENDORSE ANY BUSINESS THAT USES OUR SERVICES, GOODS, OR SERVICES.
THE COMPANY DOES NOT GUARANTEE THAT USING ARTIFICIAL INTELLIGENCE TECHNOLOGY WILL HELP GENERATE ADVERTISING CONTENT THAT WILL MEET YOUR EXPECTATIONS. THEREFORE, WE RECOMMEND CHECKING AND EDITING THE CREATED CONTENT BEFORE PUBLISHING IF NECESSARY.
USERS SHOULD NOT PERCEIVE AI-GENERATED CONTENT AS CORRECT, APPLICABLE, AND PROFITABLE. THE RESULTS OF USING THE FUNCTIONALITY OF ZEELY AND THE CONTENT GENERATED BY ARTIFICIAL INTELLIGENCE DEPEND ON THE WAY AND SKILLS OF THEIR USE BY USERS. THE COMPANY DOES NOT GUARANTEE THAT YOUR BUSINESS WILL ATTRACT CUSTOMERS AND INCREASE SALES OF YOUR GOODS OR SERVICES, USING ONLY ZEELY’S FUNCTIONALITY, REGARDLESS OF ANY CONDITIONS.
THE COMPANY DOES NOT RESOLVE DISPUTES BETWEEN MERCHANTS AND CUSTOMERS OR CONSIDER CUSTOMERS’ COMPLAINTS ABOUT THE ACTIONS OF ZEELY USERS (WEBSITE OWNERS).
At Zeely, we strive for excellence in customer experience. Should you encounter any errors or issues during your use, please don’t hesitate to contact us, we will make sure to carefully review your request and improve your experience as much as we can.
Liability
We shall not be held responsible if any information, materials, or Content available through Zeely is inaccurate or incomplete and for typographical errors, omissions in the text, or other materials.
In no event shall we or our contractors, subcontractors, employees, or any other team members, officers, members, affiliates, directors, agents, licensors, subsidiaries, suppliers, or any other party involved in creating, producing, transmitting, or distributing our products (“Key Persons”) and services be liable for:
- any direct, indirect, incidental, special, consequential, exemplary, or incidental damages, including lost profits, loss of data, or damage to property (even if we have been advised of the possibility of such damages), related to:
- the use or inability to use Zeely; and
- unauthorized access to or alteration of your transmissions or data; and
- statements or conduct of any third party on Zeely; and
- any other matter relating to Zeely.
- any damage caused by the use of information obtained through Zeely, caused by a defect in the Services provided under these Terms; and
- any damage caused by any errors, defects, and interruptions on Zeely.
We will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control.
Zeely’s functionality depends on the artificial intelligence technology provided by a third party. We will not be responsible for the impossibility of use or any error or malfunction of the third-party service. Users must consider Zeely’s Services as informational recommendations, use AI-generated content at their discretion, for their purposes and are responsible for such use. The Company shall not be liable for any results of applying Zeely’s Services in users’ business activity, in particular regarding compliance with legal requirements and the consequences of using ads, banners, or websites (whether created on Zeely with the assistance of AI or personally by user) as well as for services provided by users and products sold.
The Company is not liable for non-receipt of customer payments due to incomplete account settings, especially if your payment details are not entered in the application. No refunds will be issued by the Company for the Fees or other payments made by users under such circumstances.
We’re also not responsible for any charges you have to pay to third parties.
The above disclaimer applies to the extent permitted by applicable law. Because some states do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. In such states, liability is limited to the greatest extent permitted by law, resulting in the smallest dollar amount permitted for the aggregate liability for both the Company and affiliated parties for a claim deriving from or related to Zeely. This is in place of any and all other remedies otherwise available.
Indemnification
You agree to defend, indemnify and hold harmless us and Key Persons from and against all claims, responsibility, damages, losses, and expenses, including reasonable legal and accounting expenses, arising from:
- any breach by you of any of these Terms;
- your use/misuse of Zeely;
- a violation by you of applicable law, our or third party’s intellectual property or other rights, or any agreement or terms with a third party to which you are subject.
We reserve the right to handle our legal defense. However, we see fit, including instances when you indemnify us. Therefore, you agree to cooperate with us to execute our strategy.
Force majeure
The Party is released from liability for breach of these Terms if such breach is caused by reasons beyond the control of this Party (“Force Majeure”).
The Force Majeure shall be confirmed by the relevant document (certificate) issued by the authorized body at the Party’s request.
The Party must immediately (and not later than within ten (10) calendar days from such circumstances occurrence) notify the other Party of the Force Majeure and substantiate its interference with the performance of obligations under these Terms. Otherwise, such a Party loses the right to refer to the Force Majeure.
Force Majeure automatically extends the term of performance of obligations under these Terms for a period equal to its duration. Force Majeure releases the Party invoking it from the liability for non-performance.
If the Force Majeure lasts for more than 30 calendar days, either Party may initiate the termination of these Terms.
Applicable law and jurisdiction
These Terms shall be exclusively governed by and construed under the laws of the Delaware State, USA.
You agree that any dispute, conflict, claim, or controversy directly or indirectly arising out of in connection with or relating to these Terms, including, without limitation, those relating to its validity, its construction or its enforceability, shall be settled through amicable negotiations directly with us following the principles of good faith and cooperation.
If attempts to reach a consensus through the negotiations fail, the dispute shall be settled by the regional office of the American Arbitration Association in Philadelphia, Pennsylvania, USA by a single arbitrator chosen pursuant to the then-applicable rules.
The arbitration proceedings may be conducted in English, if the Parties do not agree otherwise.
If the arbitration clause above is inapplicable, then you consent to the jurisdiction of the federal or state courts of Wilmington, Delaware for purposes of any suit, action, or proceeding arising out of these Terms.
Any cause of action or claim you may have must be commenced within one year after the claim or cause of action arises.
THE PARTIES UNDERSTAND THAT ABSENT THIS MANDATORY PROVISION, THEY WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. THEY FURTHER UNDERSTAND THAT, IN SOME INSTANCES, THE COSTS OF ARBITRATION COULD EXCEED THE COSTS OF LITIGATION AND THE RIGHT TO DISCOVERY MAY BE MORE LIMITED IN ARBITRATION THAN IN COURT.
Notwithstanding the agreement to resolve all disputes through arbitration, either party may seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Any cause of action or claim you may have must be commenced within one year after the claim or cause of action arises.
TO THE EXTENT ALLOWED BY THE APPLICABLE LAW, YOU AGREE THAT ANY PROCEEDINGS TO SETTLE ANY DISPUTE UNDER THESE TERMS SOLELY ON AN INDIVIDUAL BASIS, AND THAT YOU WILL NOT SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION, A REPRESENTATIVE ACTION, A COLLECTIVE ACTION, A PRIVATE ATTORNEY-GENERAL ACTION, OR IN ANY PROCEEDING IN WHICH YOU ACT OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. YOU FURTHER AGREE THAT NO ARBITRATION OR PROCEEDING WILL BE JOINED, CONSOLIDATED, OR COMBINED WITH ANOTHER ARBITRATION OR PROCEEDING WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
Termination
Termination by company
We reserve the right at our sole discretion with prior notice to modify, suspend or discontinue Zeely, Content, features, your Account, or offers through Zeely at any time. You agree that we shall not be liable to you or any third party should any of the preceding occur.
We reserve the right to take whatever lawful actions we may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your license and access to Zeely.
We may cooperate with legal authorities and third parties to investigate any suspected or alleged crime or civil wrong.
We may immediately block your Account without refund for a number of reasons, including where:
- you use Zeely in a way that these Terms don’t allow;
- you refuse to provide us with the necessary information or the information you’ve provided is false or misleading;
- your behavior towards us makes it difficult to deal with you (e.g. you insult our staff);
- you’ve violated these Terms seriously or persistently and you haven’t put the matter right within a reasonable time of us asking you to;
- we are required to by law.
Termination by user
You may terminate these Terms by canceling your subscription, deleting your Account and no longer accessing and using Zeely or by contacting us.
If you terminate these Terms, all permissions and licenses under these Terms will immediately terminate.
All the Account data you provided us and your purchase history will be deleted after the deletion of your Account.
Electronic notifications
By using Zeely and providing us with your contact details, you understand and agree that we may send you electronic notifications via email and push notifications regarding, without limitation:
- your use of Zeely;
- marketing and promotional materials;
- communication with support;
- updates of Zeely and these Terms.
Some email messages may be more “commercial” in nature than others, as they may advertise our services or offers in which we believe you may be interested. You may unsubscribe from receiving these emails from us by following the instructions provided in such communications.
Other terms
We may transfer our rights and obligations under these Terms to a third party, but this will not affect your rights or our obligations.
At our sole discretion, we reserve the right to modify these Terms. If material changes affect your use of Zeely, we will post the amended Terms seven (7) days prior to the effective date of changes. We may notify you before the changes’ effective date by sending an email to you if you have previously provided us with your email address. If you continue to use Zeely, you agree to the updated version of these Terms.
If you disagree with the updated version of these Terms, please delete your Account and no longer use or access Zeely.
If any provision of these Terms is deemed unlawful, void, or unenforceable, the remaining provisions of these Terms will continue to be fully valid and enforceable.
A printed version of these Terms shall be admissible in judicial or administrative proceedings based on or relating to the use of Zeely to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.