TERMS OF SERVICE
1.1 Welcome to the Zapz platform (the "Site"). Please read the Terms of Service carefully before using this Site or creating an account on Zapz ("Account") so that you are aware of your legal rights and duties under ZAPZ CONSULTORIA EM MARKETING LTDA ("Zapz"), registered with the CNPJ under No. 41.490.823/0001-20 and its affiliates and subsidiaries (individually and collectively, "Zapz," "we," "us," or "our"). The "Services" that we provide or make available include (a) the Site, (b) the services provided by the Site and Zapz's client software made available through the Site, and (c) all information, linked pages, resources, data, text, images, photographs, graphics, music, sounds, videos (including live streams), messages, tags, content, programming, software, application services (including, without limitation, any mobile application services) or other materials made available through the Site or related services ("Content"); and (d) payment and payment account management services to be performed by Zapz's affiliate, ZAPZ CONSULTORIA EM MARKETING LTDA. ("Zapz"). Any new features added or added to the Services are also subject to these Terms of Service. These Terms of Service govern your use of the Services provided by Zapz.
1.2 The Services offered and provided by Zapz include an online platform service that provides a place and opportunity for the sale of goods between the buyer ("Buyer") and the seller ("Seller") (collectively "you", "Users" or "Concerned Parties"), intermediating and connecting the Concerned Parties so that they can engage commercially ("Platform"). As clarified in item 1.1 (d) above, the payment and payment account management services are provided by Zapz, under its sole responsibility and in compliance with applicable law, not to be confused with the intermediation technology services performed by Zapz as an internet application provider under Federal Law 12.965/14. Therefore, the technological services provided through the Platform to its Users are limited to the intermediation and connection between Buyers and Sellers, which means that the actual sales contract is directly between the Buyer and the Seller. Zapz is not a party to this contract or any other contract between Buyer and Seller, and is not responsible for it. The parties involved in this transaction are entirely responsible for the contract of sale between them, announcement of goods, purchase guarantee, and the like. Zapz is not involved in the transaction between the Users. Zapz may or may not pre-screen Users, the Content or the information provided by Users. Zapz reserves the right to remove any Content or information posted by you on the Site in accordance with Section 6.4 hereof. Zapz cannot guarantee that Users will actually complete the transaction.
1.4 Zapz reserves the right to change, modify, suspend, or terminate all or any part of this Site or Services at any time or upon notice as required by local laws. Zapz may release certain Services or features of the Services in beta version, which may not function properly or in the same manner as in the final version, and we shall not be liable in such cases. Zapz may also impose limits on certain features or restrict your access to parts or all of it, the Site or the Services in its sole discretion and without notice or liability.
1.5 Zapz reserves the right to suspend your access to the Site, Services or the opening of an account if Zapz determines, in its sole discretion, that providing you with such access or account opening may lead to a violation of these Terms of Service and/or applicable laws and regulations.
BY USING THE Zapz SERVICES OR OPENING AN ACCOUNT, YOU AGREE AND AGREE TO BE bound by the TERMS OF THIS AGREEMENT, INCLUDING THE TERMS AND CONDITIONS FOR OPENING A Zapz PAYMENT ACCOUNT AND THE OTHER POLICIES, RULES AND ANNEXES ATTACHED TO THIS AGREEMENT (TERMS OF SERVICE).
IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT USE OUR SERVICES OR ACCESS THE SITE. IF YOU ARE UNDER 18 OR UNDER THE LEGAL AGE TO CONSENT TO THE TERMS BELOW FOR THE APPLICABLE LAWS IN YOUR COUNTRY (THE "LEGAL AGE"), YOU MUST OBTAIN PERMISSION FROM A PARENT OR LEGAL GUARDIAN TO OPEN AN ACCOUNT, AND THAT PARENT OR LEGAL GUARDIAN MUST AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT KNOW IF YOU ARE OF LEGAL AGE, OR DO NOT UNDERSTAND THIS SECTION, PLEASE DO NOT CREATE AN ACCOUNT UNTIL YOU HAVE ASKED YOUR PARENT OR LEGAL GUARDIAN FOR HELP. IF YOU ARE THE PARENT OR LEGAL GUARDIAN OF A MINOR WHO IS CREATING AN ACCOUNT, YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT ON HIS OR HER BEHALF, AND YOU WILL BE RESPONSIBLE FOR ALL USE OF THE ACCOUNT OR COMPANY SERVICES USED ON THAT ACCOUNT, WHETHER THE ACCOUNT IS CURRENTLY OPEN OR WHETHER IT IS CREATED LATER.
(ii) you agree and acknowledge that the ownership rights in your User Information, except for data that qualifies as personal data, are owned jointly by you and Zapz; and
(iii) you shall not, directly or indirectly, disclose your User Information to any third party, or otherwise allow any third party to access or use your User Information without Zapz's prior written consent.
2.2 Users in possession of another User's personal data through the use of the Services (the "Receiving Party") agree that: (i) will comply with all applicable personal data protection laws with respect to such data; (ii) will allow the User whose personal data has been collected (the "Disclosing Party") by the Receiving Party to remove its collected data from the Receiving Party's database; and (iii) will allow the Disclosing Party to review what information has been collected about it by the Receiving Party in each of (ii) and (iii) above, in accordance with applicable laws and wherever required.
3. LIMITED LICENSE
3.1 Zapz grants you a limited, revocable license to access and use the Services subject to the terms and conditions of these Terms of Service. All proprietary Content, trademarks, service marks, brand names, logos and other intellectual property ("Intellectual Property") displayed on the Site are the property of Zapz and, where applicable, the third parties identified on the Site. No right or license is granted directly or indirectly to any party accessing the Site to use or reproduce any Intellectual Property, and no party accessing the Site shall claim any right, title or interest therein. By using or accessing the Services, you agree to comply with copyright, trademark, service mark and all other applicable laws protecting the Services, the Site and its Content. You agree not to copy, distribute, republish, transmit, publicly display, publicly perform, modify, adapt, rent, sell or create derivative works from any portion of the Services, the Site or its Content. You also may not, without our prior written consent, mirror or frame any part or the entirety of the Content of this Site on any other server or as part of any other website. Further, you agree that you will not use any robot, spider or any other automatic device or manual process to monitor or copy our Content, without our prior written consent (such consent is deemed granted for standard search engine technology employed by Internet search sites to direct Internet users to this Site).
3.2 You may create a link to the Site from your website, provided that your website does not imply any endorsement by or association with Zapz. You acknowledge that Zapz may, in its sole discretion and at any time, terminate the provision of the Services, either in part or as a whole, without notice.
Any software provided by us to you as part of the Services is subject to the provisions of these Terms of Service. Zapz reserves all rights to the software expressly not granted by it hereunder. Any third party scripts or code linked or referenced from the Services are licensed to you by the third party that owns such scripts or code, and not by Zapz.
5. ACCOUNTS AND SECURITY
5.2 You agree to (a) keep your password confidential and use your User ID and password only when logging in, (b) ensure that you log out of your account at the end of each session on the Site, (c) immediately notify Zapz of any unauthorized use of your account, User ID, and/or password, and (d) ensure that your account information is accurate and up to date. You are fully responsible for all activities that occur under your User ID and account, even if such activities or uses were not made by you. Zapz will not be liable for any loss or damage arising from your unauthorized use of your password or your failure to comply with this Section.
5.3 You agree that Zapz may, for any reason, in its sole discretion and with or without notice or liability to you or any third party: immediately terminate your account and User ID, remove or discard from the Site any content associated with your account and User ID, withdraw any subsidies offered to you, cancel any transactions associated with your account and User ID, temporarily or in the most critical case permanently withhold any sales proceeds or refunds, and/or take any other actions it deems necessary. Reasons for such actions may include, but are not limited to, actual or suspected (a) extensive periods of inactivity, (b) figurative or literal violation of these Terms of Service, (c) illegal, fraudulent, harassing, defamatory, threatening or abusive behavior (d) having multiple user accounts, (e) purchasing products on the Site for commercial resale purposes, (f) abnormal or excessive purchasing of products from the same Vendor or related group of Vendors, (g) coupon abuse (including, without limitation, selling coupons to third parties, trading coupons or other types of credits for significantly greater than face value and/or abnormal or excessive use of coupons on the Site), or (h) behavior that is harmful to other Users, third parties or Zapz's business interests. Use of an account for illegal, fraudulent, harassing, defamatory, threatening or abusive purposes may be referred to law enforcement authorities without notice. If a legal dispute arises or a law enforcement action is commenced regarding your Account or your use of the Services for any reason, Zapz may terminate your Account immediately with or without notice.
5.4 Users can close their account at any time simply by formally informing Zapz in writing (including by emailing [email protected] ) of their desire to do so. Regardless of account termination, Users remain responsible for any incomplete transactions (whether initiated prior to or after such termination), product shipment, payment for product, and the like, and Users must contact Zapz after he or she has promptly and effectively executed and completed all incomplete transactions in accordance with the Terms of Service. Zapz shall not be liable for any damages incurred due to actions taken pursuant to this Section. Users waive any and all claims based on any action taken by Zapz.
5.5 You may only use the Services and/or open an Account if you are located in one of the approved countries, as updated from time to time.
6.1 Your license to use this Site and the Services is valid until terminated. This license will terminate as provided under these Terms of Service or if you fail to comply with any of its terms or conditions. In such event, Zapz may effect such termination with or without notice.
6.2 You agree not to:
(a) upload, post, transmit or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, alarming, distressing, tortuous, defamatory, vulgar, obscene, libelous, invasive of someone's privacy, hateful, or racially/ethnically or otherwise objectionable;
(b) violate any law, including, without limitation, any laws and regulations regarding import and export restrictions, third party rights, or our Restricted and Prohibited Products Policy;
(c) use the Services to harm minors in any way whatsoever;
(d) use the Services or upload Content to impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
(e) forge headers or manipulate identifiers in order to disguise the origin of any Content transmitted through the Services;
(f) remove any proprietary notices from the Site;
(g) cause, permit or authorize the modification, creation of derivative works or translation of the Services without the express permission of Zapz;
(h) use the Services for the benefit of third parties or in any manner not permitted by the licenses granted herein;
(i) use the Services or upload Content in a fraudulent, unscrupulous, false or misleading manner;
(j) open and/or operate multiple accounts in connection with any conduct that violates figuratively or literally these Terms of Service;
(k) access the Zapz Platform, open a user account or otherwise access your user account using any equipment or application not authorized by Zapz, including, but not limited to, emulators, simulators, bots or other similar hardware and software.
(l) manipulate the price of any item or interfere with other Users' advertisements;
(m) perform actions that could circumvent the feedback system and evaluations;
(n) attempt to decompile, reverse engineer, disassemble or hack the Services (or any part thereof), or to defeat or overcome any encryption technology or security measures implemented by Zapz in connection with the Services and/or data transmitted, processed or stored by Zapz;
(o) harvest or collect any information on or about other Account holders, including, without limitation, any personal information or data;
(p) upload, email, post, transmit or otherwise make available any Content that you do not have the right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary or confidential information discovered or disclosed as part of employment relationships or under nondisclosure agreements);
(q) upload, email, post, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
(r) upload, email, post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes" or any other form of unauthorized solicitation;
(s) upload, email, post, transmit or otherwise make available any material that contains software viruses, worms, Trojan horses or any other computer code, files or programs designed to directly or indirectly interfere with, manipulate, disrupt, destroy or limit the functionality or integrity of any computer software or hardware, data or telecommunications equipment;
(t) interrupting the normal flow of dialogue, causing the screen to "scroll" faster than other Users' ability to type, or otherwise acting in a manner that negatively affects other Users' ability to engage in real-time message exchanges;
(u) interfere with, tamper with or disrupt the Services, servers or networks connected to the Services or any other use and enjoyment of the Services by Users, or disobey any requirements, procedures, policies or regulations of networks connected to the Site;
(v) take any action or engage in any conduct that could directly or indirectly damage, disable, overburden, or impair the Services, the servers, or the networks connected to the Services;
(w) use the Services to, intentionally or unintentionally, violate any local, state, national or international law, rule, code, directive, policy or regulation, including, without limitation, laws and requirements (whether by force of law or not) relating to money laundering or counter terrorism;
(x) use the Services in violation of use the Services in violation of or to circumvent any sanctions or embargoes administered or imposed by the U.S. Foreign Assets Control Agency, the United Nations Security Council, the European Union, or HM Treasury;
(y) use the Services to violate privacy, "stalk" or harass other Users;
(z) violate Zapz's rights, including any intellectual property rights or any passage thereof;
(aa) use the Services to collect or store personal data of Users in accordance with conduct and activities prohibited as set forth above; and/or
(bb) advertise items that infringe the copyright, trademark or other intellectual property rights of others, or use the Services in a way that infringes the intellectual property rights of others.
6.3 You understand that all Content, whether publicly posted or privately transmitted, is the sole responsibility of the person from whom the Content originated. This means that you, and not Zapz, are entirely responsible for all Content that you submit, post, email, transmit or otherwise make available through the Site. You understand that by using the Site, you may be exposed to Content that you find offensive, indecent or objectionable. To the fullest extent permitted by applicable law, under no circumstances will Zapz be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content or any loss or damage of any kind incurred as a result of the use of or reliance on any Content posted, emailed, transmitted or otherwise made available on the Site.
6.4 You acknowledge that Zapz and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, delete, discontinue, suspend, remove or move any Content, including, without limitation, any Content or information posted by you that is available on the Site, without such act creating any right of redress or liability for Zapz. Without limiting the foregoing, Zapz and its designees shall have the right to remove any Content (i) that violates these Terms of Service, our Prohibited and Restricted Products Policy, and/or other Platform policies and rules; (ii) if we receive a complaint from another User; (iii) if we receive a notice and/or notice of intellectual property infringement or other legal directions for removal; or (iv) if such Content is otherwise objectionable. We may also block delivery of a communication (including, without limitation, status updates, posts, messages and/or chats) to or from the Services as part of our effort to protect the Services or our Users, or enforce the provisions of these Terms and Conditions. You agree that you must evaluate and bear all risks associated with the use of any Content, including, without limitation, any reliance on the accuracy, completeness or usefulness of such Content. In this regard, you acknowledge that you have not, and to the fullest extent permitted by applicable law, may not, rely on any Content created by or submitted to Zapz, including, without limitation, information in the Zapz Forums and all other parts of the Site.
6.5 You acknowledge, consent and agree that Zapz may access, preserve and disclose your account information and Content to any legal, regulatory or governmental authority, the relevant rights holder or third party if required to do so by law, pursuant to an order of a court or by any governmental or regulatory authority with jurisdiction over Zapz or acting in good faith that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms of Service or our Prohibited and Restricted Products Policy; (c) respond to allegations that any Content is infringing the rights of third parties, including intellectual property rights; (d) respond to customer service requests; or (e) protect the rights, property, or personal safety of Zapz, its Users and/or the public.
7. VIOLATION OF OUR TERMS OF SERVICE
7.1 Violations of this policy may result in a range of actions, including, without limitation, any of the following:
Exclusion of Advertisement
Limitations placed on Account privileges
Account suspension and subsequent closure
Civil actions, including, without limitation, claims for damages and/or injunctive or provisional relief
7.2 If you believe a User of our Site is violating these Terms of Service, please contact [email protected]
8. REPORTING VIOLATIONS OF INTELLECTUAL PROPERTY RIGHTS
8.1 As set forth above, Zapz does not allow any product and/or Content that infringes the copyrights, trademark rights or general intellectual property rights (IPR) of others ("IPR Owner") to be inserted and/or marketed on its Platform.
8.2 Except as otherwise expressly provided, Users are individuals or individual companies and they are not associated with Zapz in any way and Zapz is not an agent or representative of Users and does not own or support any of the goods advertised on the Site.
8.3 If you are an IPR Owner or an agent duly authorized by an IPR Owner ("IPR Agent") and believe that your or your agent's right has been infringed, please notify us by completing and submitting the relevant form available via the link https://Zapz-support.formstack.com/forms/ipr_br and providing us with the documents requested below to support your claim. Only notifications of intellectual property rights infringement sent through the appropriate form and with all the necessary information and documents will be processed and analyzed by Zapz, which is the only official channel for dealing with such cases. Zapz reserves the right not to analyze complaints and/or notifications sent through other channels, disclaiming any liability for the consequences resulting from failure to comply with the notification procedure set forth in this item. Finally, allow us time to process the information you provide. Zapz will respond to your notification as soon as possible.
8.4 Complaints under this Section 8 shall be provided in the form prescribed by Zapz, which may be updated from time to time and shall include at least the following: (a) a physical or electronic signature of a DPI Owner or DPI Agent (collectively, "Informant"); (b) a description of the type and nature of the intellectual property right allegedly infringed and proof of rights; (c) a description of the nature of the alleged infringement in sufficient detail to allow Zapz to evaluate the complaint; (d) URL(s) of the advertisement(s) containing the alleged infringement; (e) sufficient information to allow Zapz to contact the Informant, such as physical address, telephone number, and email address; (f) a statement by the Informant that the complaint is submitted in good faith and that the use of the intellectual property as identified by the Informant is not authorized by the IPR Owner or the law; (g) a statement by the Informant that the information in the notification is accurate, that the Informant will indemnify us for any damages we may suffer as a result of the information provided by the Informant and that the Informant has the appropriate right or is authorized to act on behalf of the IPR Owner in all respects relating to the complaint submitted.
8.5 Zapz acknowledges the right of the manufacturer, authorized distributors, sales representatives with exclusive distribution rights, among others, to enter into certain exclusive distribution agreements or minimum advertised price agreements for its products. However, any breach of such agreements does not constitute a violation of intellectual property rights. As the enforcement of such agreements is a matter between the manufacturer, distributors, representatives and the sellers, Zapz is not responsible for and does not provide any assistance in this type of activity, and does not impose and/or monitor exclusive distribution rights or price control issues, except in those countries that have laws specifically governing exclusive or selective distribution. Therefore, such issues must be dealt with exclusively with the respective sellers without any interference or responsibility from Zapz in such cases.
8.6 Each and every User of the Platform, especially the Seller Users, agree to hold Zapz and its Affiliates harmless from all claims, demands, demands, and judgments, as well as damages and losses arising from the removal of any Content or product advertisement in connection with any intellectual property infringement claim.
9. PURCHASE AND PAYMENT
9.1 The Zapz platform supports at least one of the following payment methods in each country in which it operates:
(i) Credit Card
Card payments are processed through third-party payment channels, and the type of credit accepted by these payment channels may vary depending on the jurisdiction they are located in.
(ii) Boleto Bancário
The Buyer can make payments via Boleto Bancário, which is a cash payment method. Payment is made with a printed boleto that is issued to the Buyer upon checkout. The Buyer then pays the Boleto at any participating bank or store, online with online banking, or in a mobile banking application. Once the Boleto is paid, the bank settles the account. This usually takes two to three business days.
9.2 The Buyer can only change his preferred payment method for his purchases before making payment.
9.3 Zapz does not assume any responsibility and is not legally liable for any loss or damage to the Buyer arising from the shipping and/or payment information entered by the Buyer or incorrect remittance by the Buyer in connection with the payment for the purchased items. We reserve the right to verify that the Buyer is properly authorized to use a particular payment method and may suspend the transaction until such authorization is confirmed or cancel the transaction when such confirmation is not available.
9.4 At the moment, for payments made via Boleto Bancário, Zapz can only deal with refund requests from Users via bank transfer. Refunds made by credit card will be made directly to their respective statements. Consequently, Users are required to provide Zapz with their bank details to receive payments (from the sale of a product or refund) in accordance with chapter 10.
10. PAYMENT SERVICES
10.1 The payment services offered through the Zapz platform may be provided by a third party company ("Payment Service Provider") or, solely with respect to the opening and management of the payment account, by Zapz. In cases where you provide the services, the Payment Service Provider is solely responsible for all legal, regulatory, financial, and operational aspects of the payments process. By accepting these Terms of Service you acknowledge and also accept Zapz Payment Service Provider's (Payment Service Provider) Payment Account Opening Terms and Conditions attached to this Terms of Service, which shall constitute an integral part hereof for all legal purposes.
10.2 The Payment Service Provider integrated with Zapz will be responsible for processing payments and managing transfers of money you receive from your sales and refunds for purchases made by Boleto Bancário, and credit card or any other payment methods that are accepted on the Platform. The amount of this money, subtracted from any withdrawal, will be reflected in your Account balance, accessible on the Zapz Platform.
10.3 The Payment Service Provider will transfer the funds to your payment account as provided in Appendix I ("Payment Account") Once the funds are deposited in the Payment Account, all rules set forth in the Zapz Payment Account Opening Terms and Conditions will apply.
10.4 You agree and consent that your personal data and documentation such as name, CPF, date of birth, address, bank account information and similar information will be collected and shared with the Payment Service Provider to perform all procedures related to the identification of the User in order to comply with all applicable laws and regulations, especially those associated with the prevention of money laundering and combating terrorism, fraud and illegal financial activities.
10.5 Money from your sale of products on Zapz will be credited to your account within seven (7) days after delivery of the product to the Buyer or immediately after the Buyer has stated that he has received the product. Money from refunded products will be credited to your account within seven (7) business days from the approval of the return or refund request.
10.6 Once a Withdrawal Request has been submitted, you may not modify or cancel it.
10.7 If there is an error in processing any transaction, you authorize the Payment Service Provider to initiate debit or credit entries to your designated bank account to correct such error, provided that such correction is made in accordance with applicable laws and regulations. If the Payment Service Provider is unable to debit your designated bank account for any reason, you authorize the Payment Service Provider to forward the debit together with any applicable additional fees to any other bank account or payment instrument you have on file with us or to deduct the debit and applicable fees from your account balance in the future.
10.8 You authorize the Payment Service Provider to initiate debit or credit entries on your account:
(i) to correct any errors in the processing of any transaction;
(ii) where the Payment Service Provider and/or Zapz have determined that you have engaged in suspicious or fraudulent activity and/or transactions;
(iii) in connection with any lost, damaged or incorrect products;
(iv) in connection with any rewards or discounts;
(v) in connection with any uncollected fees;
(vi) in connection with the resolution of any transaction dispute, including any compensation owed to or by you;
(vii) in connection with any products that are banned or have been detained by customs;
(viii) in connection with any change of plans by mutual agreement between Buyer and Seller.
10.10 Furthermore, Users agree that the Payment Service Provider may also preventively block the account and any amounts contained therein if atypical refund parameters and rates, chargebacks and other rates subject to review by the Risk and Compliance teams are identified that indicate a need for the blocking to be effected to protect the rights of Users, Buyers and third parties.
10.11 Since the Payment Service Provider and/or Zapz are not liable in any way for the products and/or services offered, advertised and marketed by the Vendors, a preventive blocking may be carried out and will be maintained, as a rule, until (i) it is verified that the suspected act or conduct did not characterize an illegal practice, based on criteria and evaluations exclusive to the Payment Service Provider; (ii) the parties involved adequately formalize an amicable resolution of the situation; or (iii) by court order or order of authorized administrative authorities that clearly and specifically states the products, content or act pointed out as a violation, allowing its proper identification and applicable measures. If the Payment Service Provider determines, in accordance with the rules of the payment market, the preventive blocking may be converted into permanent or the blocked amount may be used to indemnify the Payment Service Provider, Shoppee, other participants of the payment market or any third party who, under the rules applicable to the payment market, is entitled to compensation.
10.12 The Users acknowledge and authorize the Payment Service Provider and/or Zapz to report to the responsible supervision and control organizations the acts, conducts and practices that contain indications of irregularities and/or illegalities, without causing any moral damage and property damage to the User reported.
10.12.1 Additionally, Users agree and acknowledge that Zapz will collect and share with the competent authorities and agencies any and all information and documents, including transaction data, Zapz Account transaction history, your and your user account identification, indication of products traded and their volume, tax documents, as well as other data and information that may be necessary to comply with legal obligation and/or to defend Zapz and Zapz interests administratively and/or judicially.
10.13 Please note that the rules for loading and withdrawing payment accounts and the other provisions governing payment services and payment account management are set forth in the Zapz Payment Account Terms and Conditions attached to these Terms of Service. Thus, in case of any discrepancy between the provisions of the Zapz Payment Account Terms and Conditions and the provisions of section 10 PAYMENT SERVICES of these Terms of Service, the provisions of the Zapz Payment Account Terms and Conditions shall prevail.
11. Zapz WARRANTY
11.1 The Zapz Warranty is a service provided by Zapz in accordance with the rules set by Zapz to protect purchases. To protect against the risk of legal liability, payment to the seller for purchases made using the Services will be blocked by Zapz in the Payment Account ("Zapz Collateral"). The seller will not receive interest and other earnings on the amount paid into the Zapz Escrow Account.
11.2 Funds derived from the payment of purchases made by a particular buyer will be held in the Payment Account without You being able to redeem or transfer them until:
(a) the Buyer sends confirmation to Zapz that he has received his goods, in which case, unless 11.2(d) applies, Zapz will release Seller's funds (less the Shipping Fee [if applicable]), the Transaction Fee and Tax Amount applicable to the sale of the goods, and (if applicable) the Import Fee into the Zapz Collateral Account to Seller;
(b) the Zapz Warranty Period (or any extension approved pursuant to section 11.3) expires, in which case, unless 11.2(c) or 11.2(d) applies, Zapz will charge the Buyer's Purchase Money (less the Seller's proportion of the Shipping Fee [if applicable]), the Transaction Fee and Tax Amount applicable to the sale of the products, and (if applicable) the Import Fee to the Seller's Zapz Warranty Account;
(c) Zapz determines that Buyer's request for a refund of the goods and/or reimbursement is successful, in which case, unless 11.2(d) applies, Zapz will provide a refund to Buyer, subject to and in accordance with the Refund and Return Policy;
(d) in another situation where Zapz justifiably determines that reimbursement of Buyer's Purchase (less a proportion of Seller's Shipping Fee [if applicable]), the Transaction Fee and Tax Amount applicable to the sale of the products, and (if applicable) the Import Fee is appropriate, including, without limitation, where Zapz justifiably deems it necessary to comply with applicable law, a court order or these Terms of Service.
11.2.1 The Zapz Warranty is only offered to Buyers who have made payment through the channels provided by Zapz using the Payment Account provided in the Zapz Payment Account Opening Terms and Conditions provided by Zapz. Offline agreements between Buyer and Seller will not be covered by the Zapz Warranty.
11.3 Payments made through Zapz channels will be held as security in the Payment Account for a specific period of time (the "Zapz Warranty Period"), which in Brazil is 7 (seven) days from (i) the confirmation provided in section 11.2 (a); or (ii) the end of the term of the auto-confirmation of the receipt of the product by the system, which will occur within 7 days after the effective delivery verified by the responsible logistics operator - whichever occurs first. The Buyer may request a one-time extension of the Zapz Warranty Period prior to its expiration, subject to and in accordance with the Refund and Return Policies. Upon Buyer's request, the Zapz Warranty Period may be extended by a maximum of three (3) days, unless Zapz, in its sole discretion, determines that a further extension is appropriate or necessary.
11.4 If for any reason the Seller's bank account cannot be credited and/or the Seller cannot be contacted, Zapz will make all reasonable efforts to contact the Seller using the contact information provided by the Seller. If the Seller cannot be contacted, the funds in the Seller's account will be handled in accordance with the Zapz Payment Account Opening Terms and Conditions, and the Seller hereby expressly agrees to such terms.
11.5 The Seller/Buyer must be the beneficial holder of the Account and conduct transactions on the Site only on its behalf. Zapz may require the Seller or Buyer to provide their personal data such as: recent photo ID, bank account information and/or any other documentation necessary for verification purposes, including verification required by third party payment processing and logistics service providers. The Seller/Buyer hereby grants Zapz your consent to use or provide to third parties your personal data to facilitate your use of the Site. In addition, the Seller/Buyer authorizes Zapz to use their personal data to make any inquiries that we consider necessary to validate their identity with the appropriate entity, such as their bank. For more information about how Zapz handles your personal information, please visit our Privacy Policies page.
11.6 The Zapz Warranty is in addition to - and without limitation to - the obligations of Buyer and Seller under applicable law, which may go beyond what is provided by the Zapz Warranty. The Zapz Warranty is not intended and is not designed to assist Buyer or Seller in meeting their own legal obligations, for which each party shall remain solely responsible, and Zapz accepts no liability in connection therewith. Without limitation, the Zapz Warranty does not constitute a product warranty.
11.7 Buyer and Seller acknowledge and agree that Zapz' decision (including any appeals) regarding and in respect of any issues concerning the Zapz Warranty is final.
11.8 For the avoidance of doubt, any transactions not made on the Site will not qualify for the protection offered by the Zapz Warranty.
12. Zapz currency repurchase system
12.1 Users may earn loyalty points ("Zapz Currency") to purchase goods using the Zapz Guarantee system or by participating in other activities on Zapz as determined by Zapz from time to time ("Eligible Activities") based on the conversion rate determined at Zapz's sole discretion. Generally, Zapz Currency will be credited to your Account upon the completion of a successful transaction or activity approved by Zapz. You are eligible to participate in the Zapz Currency reward system if you are a User and your Account has not been expressly barred from participation.
12.2 Transactions not completed on the Site using the Zapz Guarantee are not eligible for the Zapz Currency reward system. Zapz may, in its sole discretion, exclude product categories from the Zapz Currency reward system.
12.3 Zapz Coin has no monetary value, does not constitute your ownership, and cannot be bought, sold, transferred, or redeemed for cash.
12.4 Subject to Zapz's rules and regulations as determined, amended or modified by Zapz from time to time, subject to any limits imposed by Zapz in its sole discretion, User may redeem Zapz Currency by submitting a request to Zapz and use it to offset the purchase price of selected items when making purchases on the Site as recommended by Zapz from time to time. All refunds will be subject to Zapz's Refunds and Returns Policy set forth in Section 15.4.
12.5 The Zapz Coin you redeem will be deducted from your Zapz Coins balance. Each Zapz Coin comes with an expiration date. Be sure to check your account details on the Site for information about the balance and expiration date of Zapz Coins.
12.6 From time to time, we will inform you that bonus Zapz Coins will be awarded for certain Eligible Activities. This may include - but is not limited to - purchases made at participating Vendors or pursuant to specific promotional offers. We will notify you of the terms of such bonuses when they become available.
12.7 If you have a dispute to raise regarding the number of Zapz Coins awarded to you in relation to an Eligible Activity, this must be done within one (1) month of the date of the Eligible Activity. We may request that you provide evidence to support your claim.
12.8 Zapz does not guarantee nor accept responsibility for the ultimate tax rate of Zapz Currency. You will need to check with your tax advisor whether receiving Zapz Currency affects your tax position.
12.9 Zapz reserves the right to (i) terminate the Zapz Coin Reward System at any time in its sole discretion, and (ii) terminate or suspend a User's right to participate in the Zapz Coin Reward System, including their ability to earn and redeem Zapz Coins in its sole discretion.
13.1 Zapz will inform the Seller when it has received the Buyer's Purchase Money and the Seller undertakes to arrange for the shipment of the product within the agreed period. If the agreed upon deadline is not respected, Zapz may cancel the order automatically and the Seller shall not ship the product. The Seller will be informed by Zapz through the Seller Center if an order is automatically cancelled, and if even after cancellation the Seller ships the product, the Seller will be liable for any damages, including for the loss of the product.
13.2 As regards the services of the Logistics Provider Operator (OFL) exclusively provided through the Platform, Zapz shall act as an intermediary of the Sellers, taking the necessary operational measures in order to enable the Seller to ship the products traded to its customers (Buyers) through the OFL integrated into the Platform. In this regard, in cases of damaged products and/or problems with delivery that are proven to be an exclusive fault of the OFL services, Zapz will handle the Buyer's refund and the Seller's payment respectively, if necessary.
13.3 Problems related to OFL services eventually contracted directly by the Seller, at the Seller's sole discretion and responsibility, when such option is allowed by the platform, shall be handled by the Seller, including the Buyer's shipping fees and refunds, except in cases where the Seller has made a different agreement with Zapz, taking responsibility for making arrangements for the product to be delivered to the Buyer and providing information such as the name of the delivery company, tracking number etc. to the Buyer through the website.
13.4 The Seller shall use its best efforts to ensure that the Buyer receives the purchased products within the Zapz Warranty Period or period specified by the Seller in its advertisement.
13.5 In the event the product(s) purchased is damaged, lost or defective during the course of delivery, Users acknowledge and agree that Zapz shall only be liable for any resulting damage, expense, cost or fees if the OFL services are being handled by Zapz as set forth in Section 13.2.On the other hand, if the OFL is under the responsibility of the Seller (item 13.3), the Buyer will contact the Seller, who will be responsible to engage the logistics service provider to resolve such dispute and handle the Buyer's refunds and any eventual damages/additional costs.
13.6 For Cross Border Transactions, Users understand and acknowledge that where a product listing states that the product is shipped from abroad, such product is being sold by a Seller located outside of Buyer's country, and the import and export of such product is subject to local laws and regulations. Users should familiarize themselves with all import and export restrictions that apply to the designated country. Users acknowledge that Zapz cannot provide any legal advice in this case and agree that Zapz assumes no risk or legal liability in connection with the import and export of such products.
13.7 Where Purchaser elects to have the purchased product delivered by any other shipping method, the fee due to the delivery company ("Shipping Fee") shall be borne by Purchaser, Seller and Zapz in the proportions determined by Zapz and published from time to time on the Site. Zapz shall (i) collect from Buyer the proportion of Buyer's Shipping Fee, (ii) deduct the proportion of Seller's Shipping Fee from Buyer's Purchase Money in accordance with Section 11.2, and (iii) pay the total Shipping Fee to the delivery company.
13.8 The Shipping Fee may vary according to the package's weight (product[s] ordered), size, route (origin/destination) and any other aspect that may impact the logistics and shipping/delivery operation. Therefore, the Shipping Fee will be calculated taking all these aspects into consideration and will be duly presented to the user responsible for its payment before the order/transaction is completed.
14. CANCELLATION, RETURN AND REFUND
14.1 The Buyer may request the return of the purchased product (free of charge) and refund in two cases: within 7 (seven) days after the receipt of such product (effective repentance) and within the legal term established by applicable regulations, being 90 (ninety) days for durable products and 30 (thirty) days for non-durable products, in case of defects and/or malfunctioning duly proven by the Buyer, as from the day of receipt of the product. In addition, Buyer may cancel an order before Seller arranges and ships the product(s). If the return request requested by the Buyer was caused by Seller's fault, the shipping and return fees will be immediately charged and deducted from Seller's account.
14.1.1 It is important to note that the Seller is solely responsible for any defects in the products it sells on the Zapz Platform, including malfunctions and/or inadequacies between products sold and delivered to buyers and the offer made, in quantitative and qualitative terms. Therefore, you, the Buyer, acknowledge that Zapz does not bear any responsibility for the products marketed by the Sellers, acknowledging that Zapz acts as a mere intermediary in the relationship between Buyers and Sellers, as an internet application provider, agreeing to hold Zapz harmless in case of problems related to the suitability of the products purchased from the Sellers, agreeing that any claims must be handled and resolved by the Sellers, and, in case of legal action, such action must be taken exclusively against the Sellers, refraining from including Zapz as a defendant in such lawsuits
14.2 Zapz reserves the right to cancel any transaction based on flagging faulty material and/or suspected fraud on the Site, and Buyer agrees that its only recourse will be to receive a refund of Buyer's Purchase Money paid into the Zapz Collateral Account.
14.3 If you redeemed Zapz Coins for your transaction and were successful in receiving a refund based on Zapz's Return and Refund Policy, Zapz will refund you the amount you actually paid for the product and credit back any Zapz Coins redeemed for your Account separately.
14.4 Zapz does not monitor the cancellation, return, and refund processes for offline payments.
15. SELLER'S RESPONSIBILITIES
15.1 The Seller shall be solely responsible for the existence, quantity, quality, regularity, condition, integrity and legitimacy of the products and services offered, purchased or sold through the Platform. Furthermore, Seller acknowledges that it is its sole responsibility to comply with all laws and regulations applicable to its products and business, including the obtaining, validity and regularity of all licenses, authorizations and permits, product registrations and certifications, as well as necessary operating licenses and permits as defined by the competent authorities.
15.2 Seller is responsible for the effective performance of obligations before Buyers/Users. Seller acknowledges and accepts that when executing trades with other Users or third parties, it does so at its own risk, acknowledging that Zapz Services are limited to the provision of the technological support related to the Content.
15.3 Zapz does not provide any warranties of any kind for defective products. The Seller acknowledges and agrees to be solely responsible for the products and services advertised and their respective offerings.
15.4 Seller shall properly manage and ensure that all relevant information such as price and product details, availability, terms and conditions for sale are updated in Seller's advertisement and shall not post inaccurate or misleading information in accordance with applicable consumer protection laws and regulations.
15.5 The price of products for sale shall be determined by Seller at its discretion. The Price of a product and shipping charges shall include the total amount to be charged to Buyer as sales tax, amount of additional charges, tariffs etc. and Seller may not charge Buyer for such amounts additionally and separately.
15.6 For the purpose of promoting sales of products advertised by Sellers, Zapz may post such products (with the price adjusted for transaction, exchange or other related fees) on third party websites (such as website portals and comparison websites) in addition to websites (domestic or foreign) operated by Zapz.
15.7 Seller shall issue vouchers, credit card receipts or invoices to Buyer if requested.
15.8 The Seller acknowledges and accepts that it will be responsible for issuing the tax documents required by applicable law and paying all taxes and charges for the product sold and Zapz cannot provide any legal or tax advice in this regard. As tax laws and regulations may change from time to time, Sellers are advised to seek professional advice if in doubt.
15.9 Seller acknowledges and agrees that violations of any Zapz policies will result in a range of actions as stated in Section 7.1
15.10 In cases where the regularity and/or volume characterize commercial intent with respect to its sales, Seller shall change the profile of its Account and submit all documents and information required for such change in the form of the legislation in force, observing the procedures and deadlines established by Zapz.
16. PAID ADVERTISING
16.1 Zapz offers keyword advertising ("Keyword Advertising") and other advertising services, including participation in flash offers ("Flash Offer Advertising") (Keyword Advertising and Flash Offer Advertising hereinafter together referred to as "Paid Advertising"). Sellers may purchase the Paid Advertising services. Zapz provides the Paid Advertising services in accordance with these Terms of Service and any explanatory materials posted on this Site, the Paid Advertising Site or otherwise communicated to Sellers in writing (hereinafter referred to as "Paid Advertising Rules"). Sellers who purchase Paid Advertising Services agree to abide by the Paid Advertising Rules. If you do not agree to abide by the Paid Advertising Rules, do not purchase any Paid Advertising Services.
16.2 To purchase Paid Advertisement services, you must be a qualified seller in accordance with the Paid Advertisement Rules. At the time you purchase and pay for Paid Advertising services they will be activated and applied to your account and items as per settings and parameter defined by you.
16.3 You may purchase Paid Advertising services by purchasing advertising credits on the Paid Advertising Site or other site(s) ("Advertising Credits") and the fees payable for the Paid Advertising services will be deducted from the Advertising Credits by Zapz. All Advertising Credits will be subject to applicable taxes and will expire six (6) months after purchase, or at such other time as determined by Zapz. Except as otherwise provided in the applicable Paid Advertising Rules, you may not cancel your order and/or request a refund once you have purchased Advertising Credits and completed the payment process.
16.4 You may also choose, if such functionality is enabled by Zapz in your territory, to have your Advertising Credits automatically topped up through your Seller Wallet ("Advertising Credit Top Up Feature") if your Advertising Credit balance falls below an amount defined by you ("Minimum Advertising Credit Amount"). When you activate the Advertising Credit Recharge Feature, you may choose the Minimum Advertising Credit Amount and the recharge amount and agree to have your Seller Wallet debited in accordance with Section 10 of these Terms of Service. You may also use the available withdrawal balance in your Zapz account to purchase Advertising Credits as you see fit, including on a non-recurring basis.
16.5 You have the option to purchase Keyword Advertising services at the time you post an item for sale or at a later time. When you purchase Keyword Advertising, you can set different budgets, keywords, marketing periods, etc. for each item according to the Paid Advertising Rules. The Keyword Advertising service for each item will be activated and will expire on the respective dates set by you ("Paid Advertising Period"). You will not have the right to transfer the remaining Paid Advertising Period and/or the Advertising Credits to other items if an item is sold or unlisted during the Paid Advertising Period set for that item(s). Advertising Credits will also not be refunded.
16.6 You have the option to purchase the Lightning Offer Advertising services during the periods indicated by Zapz. When you purchase the Lightning Offer Advertising services, you may nominate items to be included in a lightning offer and Zapz may or may not include such items in a lightning offer at its sole and absolute discretion. Advertising Credits are not transferable to other items once used, regardless of whether the items are sold / unsold or not listed during the lightning offer. Advertising Credits will also not be refunded.
16.7 The products you advertise on the Site must comply with all applicable laws and regulations, the Paid Advertising Rules, these Terms of Service, and the Prohibited and Restricted Items Policy. You understand and agree that Zapz has the right to immediately remove any advertisement that violates any of the foregoing and any Paid Advertising fees you have paid or Advertising Credits you have used in connection with any advertisement removed pursuant to Section 15.9 of these Terms will not be refunded. Zapz will also not be liable to compensate you for any loss in relation to advertisements removed in accordance with Section 15.9 of these Terms.
16.8 You understand and agree that Zapz does not in any respect guarantee an increase in the views or sales of your items as a result of purchasing the paid advertising services.
16.9 You are advised to purchase Paid Advertising services only after fully considering your budget and intended advertising objectives. Except as otherwise provided in these Terms of Service or the Paid Advertising Rules, Zapz shall not be liable for any compensation or be subject to any liability (including but not limited to costs, actual expenses and/or lost profits) for the results or intended results of any Paid Advertising service.
16.10 You agree and acknowledge that Zapz is not responsible, in any respect, for the content of the offer and advertising of the items sold on the Platform by You, including pricing, values, promotions, features of the items, quality, quantity, warranties, as well as any condition of the offer and advertising established by You, especially towards buyers and consumers. In this regard, You are fully and solely responsible for the adequacy of the advertising and offering of the items sold by You through Zapz. Therefore, You agree to hold Zapz harmless in these respects, recognizing that You must assume full responsibility before inspection and consumer protection agencies and the Judiciary in any administrative and/or judicial proceedings, as well as indemnify Zapz for any losses and damages resulting from administrative or judicial convictions, including by withholding any existing or future balance in Your Zapz Account.
16.11 YOU NOW AGREE THAT, NOTwithstanding the provisions of these terms of service, IF Zapz IS CONSIDERED LIABLE BY A COMPETENT JUDICIAL AUTHORITY (INCLUDING FOR GRADE NEGLIGENCE) IN CONNECTION WITH ANY PAID ADVERTISING SERVICE PROVIDED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Zapz'S LIABILITY TO YOU (USER) OR ANY THIRD PARTY IMPACTED SHALL BE STRICTLY LIMITED TO THE AMOUNT EFFECTIVELY PAID BY YOU FOR THE POSTED PAID ADVERTISING SERVICE IN QUESTION.
17. PAYMENT RATES
17.1 Payment Fee is the fee applied for each order on the Zapz Platform (not applicable for cancelled orders or return/refund orders). In all cases, the Seller is responsible for payment of the Payment Fees.
17.2 The Payment Fee is calculated based on the total amount of the order placed by Buyer for the products purchased, excluding 1) any shipping costs Buyer has paid; and 2) if applicable, any discounts arising from the use of discount coupons generated by the Seller.
17.3 Depending on the form of payment selected by Buyer, the applicable rate for each will be as follows:
Rate (Tax Included)
Bank Transfer / PIX
18.1 In the event that a problem arises in a transaction, the Buyer and Seller agree to communicate first to attempt to resolve that dispute by mutual discussions, for which Zapz will use commercially reasonable efforts to facilitate. If the matter cannot be resolved by mutual discussions, Users may contact the claims court of local jurisdiction to resolve any dispute arising out of a transaction.
18.2 Users covered by the Zapz Warranty may submit a written request to Zapz to help it resolve problems that may arise in a transaction upon request. Zapz may, at its sole discretion and with absolutely no legal liability to Seller and Buyer, take all necessary steps to help Users resolve their dispute. For more information, please refer to Zapz's Returns and Refunds Policy.
18.3 To be clear, the services provided under this Section 17 are available only to Buyers covered by the Zapz Warranty. Buyers using other forms of payment for their purchase should contact the Seller directly.
19.1 Zapz welcomes information and feedback from our Users that enables us to improve the quality of the service provided. Please refer to our feedback procedure below for more information:
(i) Feedbacks can be made in writing via email or by using the feedback form in the Application.
(ii) Anonymous feedback will not be accepted.
(iii) Users affected by the feedback should be fully informed of all facts and have the opportunity to present their cases.
(iv) Vague and defamatory feedback will not be accepted.
20.1 Zapz WILL BE LIABLE FOR ANY DAMAGES CAUSED TO USERS DUE TO THE SERVICE PROVIDED BY Zapz, WHICH IS THE PROVISION OF THE PLATFORM. THEREFORE, Zapz's LIABILITY IS EXCLUSIVELY LIMITED TO THE INTERMEDIATION SERVICES PROVIDED VIA THE PLATFORM. FURTHER DISCLAIMER, Zapz SHALL ONLY BE LIABLE IF IT IS PROVEN THAT IT HAS DIRECTLY CAUSED ANY SIGNIFICANT FAULT IN THE PLATFORM THAT HAS CAUSED MATERIAL DAMAGE OR LOSS TO ITS USERS, EXCLUDING, IN ANY CASE, TECHNICAL AND/OR OPERATIONAL DEFECTS AND FAILURES RESULTING FROM THE USERS' SYSTEM AND/OR THE ACTIONS OF THIRD PARTY SERVICES.
20.2 PRODUCTS SUPPLIED BY VENDORS AND/OR THIRD PARTIES ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY Zapz, OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, PERFORMANCE OR TRADE USAGE. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Zapz DOES NOT WARRANT THAT THE SERVICES, THIS SITE OR THE FUNCTIONS THEREIN WILL BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, RELIABLE, SECURE, ACCURATE, COMPLETE OR ERROR-FREE, THAT DEFECTS (IF ANY) WILL BE CORRECTED OR THAT THIS SITE AND/OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES, TIMERS, COUNTERS, WORMS, SOFTWARE CRASHES, INOPERATIVE DEVICES, TROJAN HORSES, BOOBY TRAPS, TIME BOMBS OR ANY OTHER HARMFUL CODES, INSTRUCTIONS, PROGRAMS OR COMPONENTS.
20.3 YOU ACKNOWLEDGE THAT YOU BEAR ALL RISK ARISING OUT OF YOUR USE OF THE SITE AND/OR SERVICES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
20.4 Zapz HAS NO CONTROL OVER AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, DOES NOT WARRANT OR ACCEPT ANY LIABILITY FOR: (A) THE FITNESS FOR PURPOSE, EXISTENCE, QUALITY, SAFETY, OR LEGALITY OF PRODUCTS FROM (THIRD PARTIES (INCLUDING SELLERS) AVAILABLE THROUGH THE SERVICES; OR (B) THE ABILITY OF SELLERS TO SELL PRODUCTS OR BUYERS TO PAY FOR THEM. IF THERE IS A DISPUTE INVOLVING ONE OR MORE USERS, SUCH USERS AGREE TO FULLY DISPUTE BETWEEN THEMELVES DIRECTLY, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELEASE Zapz AND ITS AFFILIATES FROM ANY AND ALL CLAIMS, DEMANDS, AND DAMAGES ARISING OUT OF OR IN CONNECTION WITH SUCH DISPUTE.
21. DISCLAIMERS AND LIMITATIONS OF LEGAL LIABILITY
21.1 IN NO EVENT SHALL Zapz BE LIABLE, WHETHER IN CONTRACT, WARRANTY, CONTRACT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE [BE IT ACTIVE, PASSIVE OR IMPOSED], PRODUCT LEGAL LIABILITY, STRICT LIABILITY OR OTHER THEORY), OR OTHER CAUSE OF ACTION IN LAW, IN EQUITY, BY STATUTE OR OTHER WAY, FOR:
(i) (A) LOSS OF USE; (B) LOSS OF PROFIT; (C) LOSS OF INCOME. (D) LOSS OF DATA; (E) LOSS OF GOODWILL; (F) LOSS OF OPPORTUNITY; OR (G) FAILURE TO REALIZE ANTICIPATED SAVINGS, IN EACH CASE, EITHER DIRECTLY OR INDIRECTLY;
(ii) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE SITE OR THE SERVICES CAUSED BY TECHNICAL AND/OR OPERATIONAL DEFECTS RESULTING FROM THE USERS' SYSTEMS AND/OR THE ACTIONS OR SERVICE OF THIRD PARTIES INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING THEREFROM, EVEN IF Zapz HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR
(iii) PRODUCTS AND ANY CONTENT SUPPLIED BY VENDORS, USERS AND/OR THIRD PARTIES.
21.2 zapz is ALSO NOT RESPONSIBLE FOR:
(i) ANY DAMAGE TO USERS OR THIRD PARTIES CAUSED BY USE, INAPPROPRIATE OR NOT, OF THE SITE AND SERVICES;
(ii) TRUTH OF COMMENTS OR INFORMATION OR CONTENT INCLUDED ON THE SITE BY USERS;
(iii) ANY DAMAGE TO OR LOSS OF THE USER'S DEVICE OR EQUIPMENT CAUSED BY SYSTEM, SERVER, OR INTERNET FAILURE CAUSED BY THE ACTIONS OF THIRD PARTIES, GOD, OR FORCE MAJEURE;
(iv) DAMAGE TO USER'S EQUIPMENT CAUSED BY AN ATTACK OF MALWARE OR ANY OTHER KIND OF CODING PROGRAM OR MALICIOUS SOFTWARE CAUSED BY ACCESSING, USING OR NAVIGATING THE PLATFORM;
(v) DAMAGE OR LOSS CAUSED BY TECHNICAL FAILURE IN Zapz's SYSTEMS
(vi) the services and features made available through zapz, which are provided "AS IS" WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PROTECTION AND NON-INFRINGEMENT AGAINST COMPUTER VIRUSES OR OTHER MALICIOUS CODE. THEREFORE, YOU AGREE THAT Zapz WILL BE RESPONSIBLE ONLY FOR FAILURE SERVICES IN THE EVENT OF SERIOUS NEGLIGENCE OR FAULT OF FACT;
(viii) CONTROL OF HOW OR WHEN USERS USE THE SERVICES OR FEATURES, SERVICES AND INTERFACES PROVIDED BY THESE SERVICES;
(ix) CONSTANT AVAILABILITY OF THE SITE OR PLATFORM. USERS ACKNOWLEDGE THAT DUE TO OPERATIONAL PROBLEMS, ESPECIALLY RELATED TO SERVICES PROVIDED BY THIRD PARTIES, THE SITE OR PLATFORM IS SUBJECT TO POSSIBLE INTERRUPTIONS, TECHNICAL FAILURES AND TEMPORARY UNAVAILABILITY, WITHOUT CONDUCTION TO RIGHTS FOR DAMAGES AT ANY TIME, UNDER ANY UNFORESEEABLE CIRCUMSTANCES.
21.3 NOTHING IN THESE TERMS OF SERVICE SHALL LIMIT OR EXCLUDE ANY LEGAL LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF Zapz, FOR FRAUD OR FOR ANY OTHER LEGAL LIABILITY ON THE PART OF Zapz WHICH MAY NOT BE LAWFULLY LIMITED AND/OR EXCLUDED.
22. LINKS TO THIRD PARTY SITES
Third party links provided throughout the site will allow you to leave the site. These links are provided only as a courtesy, and the sites to which they direct are not under Zapz's control in any way and you therefore access them at your own risk. Zapz is in no way responsible for the content of any linked site or any link contained within a linked site, including any changes or updates to such sites. Zapz is providing these links merely as a convenience, and the inclusion of any link does not imply or express any affiliation with, endorsement or sponsorship by Zapz of any linked site and/or the content contained therein.
23. YOUR CONTRIBUTIONS TO SERVICES
23.1 By submitting Content for inclusion on the Services, you represent and warrant that you have all rights and/or permissions necessary to grant the licenses hereunder to Zapz. Further, you acknowledge and agree that you are solely responsible for anything you post or otherwise make available on or through the Services, including, without limitation, the accuracy, reliability, nature, release of rights, compliance with laws, and legal restrictions associated with any Content contribution. You hereby grant Zapz and its successors a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable and transferable license to use, copy, distribute, republish, transmit, modify, adapt, create derivative works publicly display and perform such Content contribution through or in connection with the Services in any media format and through media channels, including, without limitation, to promote and redistribute portions of the Services (and derivative works thereof) without need for attribution and you agree to waive any moral rights (and any similar rights anywhere in the world) in this regard. You understand that your contribution may be transmitted over various networks and altered to comply with and adapt to technical requirements.
24. THIRD-PARTY CONTRIBUTIONS TO SERVICES AND EXTERNAL LINKS
24.1 Each contributor to the Services of data, text, images, sounds, video, software, and any other Content is solely responsible for the accuracy, reliability, nature, rights release, compliance with law, and legal restrictions associated with its Content contribution. As such, Zapz is not responsible for and shall not regularly monitor or verify the accuracy, reliability, nature, rights release, compliance with law, and legal restrictions associated with any Content contribution. You will not hold Zapz responsible for any action or inaction of the User, including, without limitation, for things they post or otherwise make available through the Services.
24.2 In addition, the Services may contain links to third party products, websites, services and offers. Such third party content and services are not owned or controlled by Zapz. Rather, they are owned and operated by respective third parties and may be protected by copyright or other applicable intellectual property and treaty laws. Zapz has not reviewed, and assumes no responsibility for, the content, functionality, security, services, privacy policies, or other practices of any third parties. We encourage you to read the terms and other policies posted by them on their websites and the like. By using the Services, you agree that Zapz shall not be legally responsible in any way for your use or inability to use any site or tool. You further acknowledge and agree that Zapz may remove any third party links or applications or disable your ability to use them on the Services to the extent they violate these Terms of Service.
25. YOUR REPRESENTATIONS AND WARRANTIES
25.1 You represent and warrant that:
(a) has the legal capacity (and, in the case of a minor, valid parental or guardian consent), right and ability to enter into these Terms of Service and to comply with their terms; and
(b) you will use the Services only for purposes within the law and in accordance with these Terms of Service and all applicable laws, rules, codes, directives, guidelines, policies and regulations.
26. SUSPICIOUS OR FRAUDULENT ACTIVITY
26.1 If Zapz, in its sole discretion, believes that you may have engaged in any potentially fraudulent or suspicious activity and/or transactions, we may take various actions to protect Zapz, other Buyers or Sellers, third parties, or you from Reversals, Chargebacks, Claims, fees, fines, penalties, and any other legal liability. Actions that may be taken include, but are not limited to, the following:
(a) Terminating, suspending or limiting your access to your Account or the Services, and/or suspending the processing of any transactions;
(b) Suspension of your eligibility for the Zapz Warranty;
(c) Retain, apply or transfer the funds in your Payment Account as required by judgments and orders affecting you or your Account, including judgments and orders issued by courts in Brazil or elsewhere and directed to Zapz;
(d) Negative as to the provision of the Services to you now and in the future;
(e) Pre-emptively block the movement of your funds for a reasonable period of time necessary to protect Zapz or third parties against the risk of legal liability, or if we believe that you may be involved in potentially suspicious or fraudulent activities and/or transactions.
26.2 For the purposes of this Section:
"Chargeback" means a request for the Buyer to apply directly to their credit or debit card issuing company or bank to invalidate a payment.
"Claim" means a contestation of a payment that a Buyer or Seller requests directly from Zapz.
"Reversal" means the reversal of a payment by Zapz because (a) it was invalidated by the sender's bank, (b) it was sent to you in error by Zapz, (c) the sender was not authorized to send the payment (for example: the sender used a stolen credit card), (d) you received the payment for activities that violated these Terms of Service or any other Zapz policy, or (e) Zapz decided a Claim against you.
27.1 Sellers agree to indemnify, defend and hold harmless Zapz and its shareholders, subsidiaries, affiliates, directors, officers, agents, brand or other partners, and employees (collectively, the "Indemnified Parties") from and against any claims, actions, proceedings, petitions and anything else relating to legal liabilities, damages, settlements, penalties, fines, costs and expenses (including, without limitation, any other dispute resolution expenses) incurred by any Indemnified Party arising out of or related to: (a) any transaction made on the Site, or any dispute in connection with such transaction (except where Zapz or its Affiliates are the sellers in the transaction to which the dispute relates), (b) the Zapz Warranty, (c) the hosting, operation, management and/or administration of the Services by or on behalf of Zapz, (d) your violation or breach of any term of these Terms of Service or any policies or guidelines referenced herein, (e) your use or misuse of the Services, (f) your violation of any laws or rights of a third party, or (g) any Content submitted by you. Zapz may deduct from any amount payable to Seller all taxes, penalties, and legal fees of any nature that may be imposed on Zapz based on any breach of these Terms of Service caused by Seller.
If any provision of these Terms of Service shall be deemed unlawful, void, or for any reason unenforceable under the law of any jurisdiction, that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions in such jurisdiction nor the validity and enforceability of the provision in question under the law of any other jurisdiction.
29. CURRENT LAW
These Terms of Service shall be governed by and construed under the laws of Brazil. In the event of any dispute, controversy, claim or difference of any kind arising between the Parties in connection with these Terms of Service, including breach, lapse of validity of such Terms, or in connection with the determination of any matters that are subject to objective determination pursuant thereto ("Dispute"), which Controversy has been the subject of written notice by one Party to the other ("Controversy Notice"), the Parties will attempt, for a period of thirty (30) days following one (1) Party's receipt of the other Party's notice of the existing Controversy, to resolve such Controversy through mutual discussions between the senior manager of each Party. If the Dispute cannot be resolved by mutual discussions within the thirty (30) day period, The Parties will attempt to resolve the Dispute through the dispute resolution platform available at www.consumidor.gov.br ("Dispute Resolution Platform"). If the Dispute cannot be resolved through the Dispute Resolution Platform within the thirty (30) day period, the Dispute shall be referred to and resolved
(i) between Zapz and the Sellers by way of arbitration administered in the city of São Paulo, Brazil, by one (1) arbitrator before CAMARB - Câmara de Mediação e Arbitragem Empresarial - Brasil, in accordance with the Arbitration Rules of CAMARB - Câmara de Mediação e Arbitragem Empresarial - Brasil ("CAMARB Rules") for so long as they are in effect, and are deemed incorporated by reference in this clause, waiving any other general or special jurisdiction; or
(ii) between Zapz and the Buyers or between the Sellers and the Buyers: The Parties agree to submit to the non-exclusive jurisdiction of the district courts of the City of São Paulo, which means that you may bring a claim to enforce your consumer protection rights in connection with these Terms of Service in the district court of the City of São Paulo or the district court of the city where you live.
30. GENERAL PROVISIONS
30.1 Zapz reserves all rights not expressly granted herein.
30.2 Zapz may modify these Terms of Service at any time by posting them in revised form on the Site. Your continued use of this Site after the changes have been posted will constitute your acceptance of such revised Terms of Service.
30.3 You may not assign, sublicense, or transfer any rights granted to you hereunder or subcontract any of your obligations hereunder.
30.4 Nothing in these Terms of Service shall constitute a partnership, joint venture, or principal-agent relationship between you and Zapz, nor shall it authorize you to incur any legal costs or liability on Zapz's behalf.
30.5 The failure of Zapz - at any time - to enforce any provision hereof shall in no way affect its right to enforce it thereafter, except in cases where such provision has been waived in writing.
30.6 These Terms of Service are solely for you and your benefit, and not for the benefit of any other person or entity except for Zapz's affiliates and subsidiaries (and each respective successor and assign of the affiliates and subsidiaries).
30.7 The terms set forth in these Terms of Service and any agreements and policies included or referred to in these Terms of Service constitute the entire agreement and understanding of the parties with respect to the Services and the Site and supersede any prior agreement or understanding between the parties with respect to such subject matter. The parties also hereby exclude all implied terms of fact. By entering into an agreement formed by these Terms of Service, the parties have not relied upon any statement, representation, warranty, assurance, understanding, undertaking, promise or assumption of any person other than as expressly set forth in these Terms of Service. Each party irrevocably and unconditionally waives all claims, rights and remedies that, but for this Section, may have had to do with any of the foregoing. These Terms of Service may not be contradicted, explained or supplemented by evidence of any prior agreement, any contemporaneous oral agreement or any additional consistent terms.
30.8 You agree to comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption actions including, without limitation, the Brazilian Anti-Bribery Act, the UK Bribery Act, the US Foreign Corrupt Practices Act and the Singapore Prevention of Corruption Act and confirm that you act and will act in accordance with all policies and procedures necessary to ensure compliance with such requirements.
30.9 If you have any questions or concerns regarding these Terms of Service, or any problems related to these Terms of Service or the Site, please contact us at: [email protected]
LEGAL NOTICES: Please send all legal notices to [email protected] and direct them to "Group General Counsel".
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE AND ANY FUTURE REVISIONS THEREOF. BY CLICKING ON THE "SIGN UP" OR "CONNECT USING FACEBOOK" BUTTON DURING REGISTRATION, I UNDERSTAND THAT I AM CREATING A DIGITAL SIGNATURE, WHICH HAS THE SAME FORCE AND EFFECT AS IF I HAD SIGNED MY NAME MANUALLY.