Terms of Service

Last Updated January 1, 2024

PLEASE READ THESE TERMS OF USE CAREFULLY BECAUSE THEY SET FORTH IMPORTANT TERMS YOU WILL NEED TO KNOW ABOUT THE SERVICES.

These Terms (“Terms”) govern your use of the Zabit website, the Zabit application, and any other website or online service or mobile application that Zabit, Inc. operates and that links to these Terms (collectively, the “Platform”).

You may only access and use the Platform, including its content and any products or services provided through the Platform or otherwise by Zabit (the “Services” or “Service”) in accordance with these Terms. As part of offering the Services, Zabit contracts with independent Coaches, to provide coaching to clients via text and video messaging. Accordingly, our Services includes the coaching services provided to you by Coaches through their contractual relationship with us, and your access to and use of these Services are subject to these Terms.

Throughout these Terms “Zabit”, “we”, “us”, and “our” means and refers to Zabit, Inc. and its current and future formed subsidiaries and affiliates. “You”, “your” means and refers to the person using the Services.

BY ACCESSING OR USING THE SERVICES, CLICKING “I AGREE”, CHECKING A RELATED BOX TO SIGNIFY YOUR ACCEPTANCE, OR USING ANY OTHER ACCEPTANCE PROTOCOL PRESENTED THROUGH THE PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY AND COMPLY WITH THESE TERMS. IF YOU DO NOT OR CANNOT AGREE WITH ANY PART OF THESE TERMS, YOU MAY NOT USE THE PLATFORM OR ANY SERVICES PROVIDED ON OR THROUGH THE PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT YOUR SUBSCRIPTION AUTOMATICALLY RENEWS UNLESS YOU CANCEL IT OR WE SUSPEND OR TERMINATE IT IN ACCORDANCE WITH THESE TERMS. THE TERMS ARE SUBJECT TO CHANGE AS PROVIDED HEREIN.

ARBITRATION NOTICE: YOU AGREE THAT DISPUTES BETWEEN YOU AND ZABIT, INC. ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU KNOWINGLY WAIVE YOUR RIGHTS TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION, AS FURTHER SET FORTH BELOW. WE EXPLAIN SOME OF THE EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION BELOW.

1. Your Compliance with the Terms and Updates to the Terms

The Services are not intended for individuals under the age of thirteen (13) and individuals under the age of thirteen (13) are prohibited from using all or any part of the Services or entering into these Terms, even if a parent or legal guardian would be willing to provide consent to use of the Services or the Terms. Please contact us at legal@zabit.com if you are a parent or legal guardian of an individual under the age of thirteen (13) who you believe has used the Services without your consent.

Your compliance with these Terms, as well as all applicable laws and regulations, is a condition to your use of the Services. If you do not agree to be bound by the Terms, you are not authorized to access, register for or otherwise use the Services, or any information provided through the Platform or Services, promptly exit the Platform and discontinue your use of the Services. Please also consult our Privacy Policy for a description of our privacy practices and policies, including how we collect and handle your personal health information and financial information. The Privacy Policy is hereby incorporated into these Terms by reference and constitutes a part of these Terms. If you disagree with these Terms, your sole and exclusive remedy is to discontinue your use of the Site and Services. Your continued use of the Site or Services after a change has been posted constitutes your acceptance of the changes so you should check the Terms from time to time to determine if changes have been made.

2. Your Relationship With Us

Zabit does not provide any psychological services, therapy services, or any other medical services. Rather, Zabit makes available to individuals who register as users of the Services certain habit coaching services offered by Zabit. Zabit Coaches use the Services to communicate with you. Additionally, Zabit admins and other Zabit employees or contractors may communicate with you using the Services. Finally, Zabit provides chatbots which communicate with you using the Services.

By accepting these Terms, you acknowledge and agree that Zabit is not a healthcare provider and that by using the Services, you are not entering into a doctor-patient or other health care provider-patient relationship with us.

Any information or advice received from a Coach comes from the Coach and not from Zabit. Your interactions with Coaches via the Services are not intended to take the place of your relationship with your regular health care practitioners. Neither Zabit, nor any of its subsidiaries or affiliates or any third party who may promote the Services or provide a link to the Services, will be liable for any professional advice obtained from a Coach via the Services or for any other information obtained on the Platform.

Zabit does not endorse any products or procedures that may be recommended by Coaches who may use Zabit’s Services to communicate with you. Zabit does not make any representations or warranties about the training or skill of any Coach who provide services via the Services. You acknowledge that your reliance on any Coach’s information provided by the Coaches via the Services is solely at your own risk and you assume full responsibility for all risk associated therewith.

By accepting these Terms, you agree and acknowledge that any Services you receive from the Coaches are also subject to these Terms and that the Coaches, are third-party beneficiaries of these Terms.

3. Ownership of the Platform and Related Materials

All content within the Platform and any material made available for download are the property of Zabit, or its licensors or suppliers, as applicable. The Platform is protected by United States and international copyright and trademark laws.

4. Electronic Communications

When you use Zabit Services, or send emails, text messages, and other communications from your desktop or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically. You agree that (a) all agreements and consents can be signed electronically and (b) all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such notices and other communications be in writing.

You agree to receive invitations, notifications, reminders and other communications from Coaches, bots and Zabit (and any of its affiliates or agents) through the Platform, or by email, text message (including any short message service), fax, phone or other method of communication. You agree and authorize Coaches and Zabit to make such communications through use of an automatic telephone dialing system and/or an artificial or prerecorded voice message system (“Automated Messages”) at any of the contact information provided to Zabit or to Coach or to other service providers who are working with Zabit. You agree to immediately notify Coach or Zabit if there are any changes to your mobile phone number or other contact information.

Automated Messages may include (without limitation) an invitation to download and use the Platform. By using the Services, you acknowledge and understand that you may receive multiple text messages per day, and that you are responsible for any message and data rates charged by your mobile carrier. These communications may not be secure (not encrypted). Unsecured communications pose a risk to the confidentiality and privacy of the information being sent because they might be intercepted by a third party. You can opt out of receiving Automated Messages at any time, including by contacting Zabit at hello@zabit.com or replying “STOP” to an automated text message.

5. Subscription Products

Certain Services and products available for purchase through the Platforms require that you purchase the product on a subscription basis, which means that your payment device, credit card, and/or other payment service will be automatically charged at regular intervals (as described in more detail in the offer terms presented during the checkout process) until you cancel your subscription in accordance with these terms.

We offer a variety of subscription plans at varying price levels. Prices are subject to change at any time. Please carefully read the additional terms applicable to your particular subscription plan at the time of checkout. To the extent permitted by law, subscription fees are final and non-refundable unless expressly stated otherwise.

We reserve the right to issue refunds or credits at our sole discretion. If we issue a refund or credit in one instance, we are under no obligation to issue the same refund or credit in the future. If you choose to cancel your subscription and return to the program at a later date, you will be subject to any rate increases at the time of re-enrollment. You acknowledge that your subscription fees may be different from the subscription fee paid by others using the Services because of discounts or promotions offered to others for which you may not be eligible or which are not available at the time you signed up for the Services.

In the event that we terminate your account due to non-payment or non-compliance with these Terms or our Privacy Policy, you understand and agree that you will not be granted access to our Services from the time of termination. Furthermore, you agree that any subscription fees paid for the usage period during which access is terminated shall be non-refundable as compensation for the breach of terms. This includes instances where we terminate your account for non-payment or any other breach of these Terms or Privacy Policy. We retain the right to keep any subscription fees paid up to the point of termination to cover the use of the Services provided and administrative costs incurred due to the termination.

The subscription fee will not increase during the initial program commitment period (“Original Commitment Term”). Sales taxes and other government-imposed fees, however, are not part of the subscription price and may be added or adjusted at any time without notice as required by law. Fees may increase in subsequent commitment periods.

6. Coaches

During your trial period, you will be matched with a Coach or multiple Coaches. Coaches may be assigned or reassigned at any time. There may be periods of time where a Coach has not yet been assigned or reassigned to you. If you are not satisfied with your current Coach, you may request a new Coach at any time, but Zabit may not be able to accommodate your request. While using the Zabit services, you may communicate with your Coach via text messaging which may include media. You agree to only communicate with your Coach via the Zabit platform and not through any other means. You agree to only share information with your Coach that is necessary to receive habit coaching. You agree to not send an inappropriate or overwhelming amount of messages to your Coach. You agree that there is no SLA (Service Level Agreement) associated with responding to your messages and that Coaches will send messages to you when it is appropriate and when the Coaches are available.

7. Cancellation

Either you or Zabit may terminate or cancel your subscription for the Services at any time. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect. If you subscribe to a plan with a preset commitment period and you decide to cancel prior to the end of the commitment plan period, you will not receive a refund for the unused portion of the commitment period.

You may cancel a subscription at any time before the applicable renewal processing date of your subscription through the Services by emailing hello@zabit.com and requesting a cancellation. You understand and agree that the cancellation or termination of your subscription is your sole right and remedy with respect to any dispute with us including, without limitation, any dispute related to, or arising out of: (i) any terms of these Terms; (ii) any practice or policy of Zabit, including our cancellation and Privacy Policy; (iii) the content available through the Platform; (iv) your ability to access and/or use the Platform; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of your subscription for the Services, we may immediately deactivate your access to the Platform. Your access to Coaches may be suspended as of the date of cancellation.

We will attempt to process all cancellation requests in a timely manner. If you cancel near the end of your billing period and are inadvertently charged for the next period’s fee, contact hello@zabit.com to have the charges reversed.

8. Eligibility; Availability

Please note that certain of our Services are not available to individuals in certain states. Additionally, the Services are limited to users located in the United States. Access to the Services from countries or territories or by individuals outside the United States or states where the Services are not available is prohibited. Certain products available through the Services are subject to additional age restrictions and not all products or Services on our Platform are available to all ages.

In some cases, the Services may not be the most appropriate way for you to seek professional help. Zabit and/or your Coach may determine that you require assistance not appropriately addressed through use of the Services. In such a case, you may receive notification that you will be unable to continue using the Services. In such a case, Zabit may or may not, in its discretion, offer a refund for the unused commitment. We reserve the right to change or include new requirements or modify the availability of the Services in our sole discretion without providing prior notice to you.

9. Platform Access, Security and Restrictions; Passwords

If you create an account for the Platform, you agree to complete the registration process by providing current, complete, and accurate information as required by Zabit. You are responsible for all activities that occur under your account. In the event access to the Platform or a portion thereof is limited requiring a user ID, password, or other authentication system (“Protected Areas”), you agree to access Protected Areas using only your login credentials. You agree to protect the confidentiality of your user ID, password, and other login credientials, and not to share or disclose your user ID, password, or other login credentials to any third party. You agree that you are fully responsible for all activity occurring under your user ID. In lieu of a user ID and password, Zabit may offer a “passwordless” login feature requiring only an email or a password, or an equivalent authorization system.

You are prohibited from violating or attempting to violate the security of the Platform, including, without limitation: (a) accessing data not intended for you or logging onto a server or an account that you are not authorized to access; (b) attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization; (c) engaging in any form of abuse towards our Coaches or any other users, including the use of abusive language or behavior; (d) using any method or technique to inject, manipulate, or otherwise interact with Large Language Models (LLMs) or any artificial intelligence systems in a manner that is not authorized or intended by the Services; (e) participating in or attempting any form of AI-based attacks, including but not limited to adversarial attacks, data poisoning, or model inversion attacks; (f) attempting to manipulate the Services to obtain free access or services without authorization or beyond the granted limits of use. Violations of system or network security may result in civil or criminal liability. We will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations.

You may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Platform, deep-link to any feature or content on the Platform, bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Platform.

Violations of system or network security may result in civil or criminal liability. Zabit will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. You agree not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Platform or any activity being conducted on the Platform. Your access to the Platform and Services may be revoked by Zabit at any time with or without cause.

10. Right to Monitor

Zabit reserves the right to monitor general use of the Services at any time as it deems appropriate and to remove any materials that, in Zabit’s sole discretion, may be illegal, may subject Zabit to liability, may violate these Terms, or are, in the sole discretion of Zabit, inconsistent with Zabit’s purpose for the Services.

11. Not Protected Health Information

When you set up an account with Zabit, you are creating a direct consumer relationship with Zabit that enables you to access and/or utilize the various functions of the Services. As part of that relationship, you provide information to Zabit, including but not limited to your name, email address, billing address and phone number, that we may collect, use and disclose in accordance with our Privacy Policy, and that we do not consider to be “health” or “medical” information.

By using the Service, you agree that any information that you submit to Zabit, is not considered Protected Information, and will only be subject to our Privacy Policy and any applicable state laws that govern the privacy and security of such information.

12. License And Access

The contents of the Platform, including without limitation the files, documents, text, photographs, images, audio, and video, and any materials accessed through or made available for use or download through the Platform (collectively “Content”) may not be copied, distributed, modified, reproduced, published, sold, resold, visited or used, or otherwise exploited, in whole or in part, except for purposes authorized or approved in writing by Zabit. You may not frame or utilize framing techniques to enclose, or deep linking to, any name, trademarks, service marks, logo, Content or other proprietary information (including: images, text, page layout, or form) of Zabit without our express written consent. You may not use any meta tags or any other “hidden text” utilizing Zabit’s name or trademarks without the express written consent of Zabit.

Subject to your compliance with these Terms and your payment of any applicable fees, Zabit or its content providers grant you a limited, non-exclusive, non-transferable, non-sub-licensable license to access and make personal and non-commercial use of the Services for your personal use. This license does not include any resale or commercial use of any Services or Content; any collection and use of any service listings, descriptions, or prices; any derivative use of any Services or Content; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by Zabit or its licensors, suppliers, publishers, rights holders, or other content providers.

You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Zabit’s stylized name and other related graphics, logos, service marks and trade names used on or in connection with the Services are the trademarks of Zabit and may not be used without permission, including in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

You may use the Services only as permitted by law. The licenses granted by Zabit terminate if you do not comply with these Terms.

13. Accuracy and Integrity of Information

Although Zabit attempts to ensure the integrity and accuracy of the Platform, we make no representations, warranties or guarantees whatsoever as to the integrity or accuracy of the Platform and its Content. It is possible that the Platform could include typographical errors, inaccuracies or other errors, and that unauthorized additions, deletions and alterations could be made to the Platform by third parties. In the event that an inaccuracy arises, please inform Zabit so that we can make the correction. Information contained on the Platform may be changed or updated without notice. Additionally, Zabit will have no responsibility or liability for information or Content posted to the Platform by any third party.

14. Links to Other Sites

Zabit makes no representations whatsoever about any other website that you may access through the Platform. When you access a non-Zabit site, please understand that it is independent from Zabit, and that Zabit has no control over the content on that website. In addition, a link to a non-Zabit website does not mean that Zabit endorses or accepts any responsibility for the content, or the use, of the linked site. It is up to you to take precautions to ensure that whatever you select for your use or download is free of such items as viruses, worms, Trojan horses, and other items of a destructive nature. If you decide to access any of the third-party sites linked to the Platform, you do this entirely at your own risk.

15. Terms of Sale

By subscribing for products and Services through the Platform, you authorize us (or our third-party payment providers) to charge your selected payment method for all applicable charges for your order, plus applicable taxes. The total order amount, including tax and, if applicable, shipping charges, will be charged to your selected payment method (“Selected Payment Method”) in full at the time the order is placed. All purchases through the Platform are final and all charges are nonrefundable except as otherwise set forth in these Terms or as required by applicable law.

Only valid payment methods acceptable to us may be used to complete a purchase via the Services. You represent and warrant that you are authorized to use your Selected Payment Method. You authorize us to charge your Selected Payment Method for the total amount of your order (including any applicable taxes and shipping and handling charges). If any of the products in your order are unavailable, we will only charge the prices, Taxes and other applicable charges associated with the products that are included in the shipment. You may be asked to supply certain information relevant to the transaction, including, without limitation, your credit card number and expiration date, your billing address, your shipping address, your phone number and/or your email address in connection with any purchase you make through the Services. By submitting such information, you grant Zabit, without charge, the irrevocable, unencumbered, universe-wide and perpetual right to provide such information to third parties (e.g., payment processing companies, buyers on the Services, sellers on the Services) for the purpose of facilitating the transaction.

All credit card, debit card and other monetary transactions on or through the Services occur through an online payment processing application(s) accessible through the Services. These online payment processing application(s) are provided by third-party online payment processing vendors, including Stripe Inc. (“Stripe”). Additional information about Stripe, its privacy policy and its information security measures (collectively, the “Stripe Policies”) should be available on the Stripe’s website located at https://stripe.com/privacy or by contacting Stripe directly. Reference is made to the Stripe Policies for informational purposes only and are in no way incorporated into or made a part of this Privacy Policy. Zabit’s relationship with Stripe, if any, is merely contractual in nature, as Stripe are nothing more than third-party vendors to Zabit, and are in no way subject to Zabit’s direction or control; thus, their relationships are not, and should not be construed as, one of fiduciaries, franchisors-franchisees, agents-principals, employers-employees, partners, joint venturers or the like.

We reserve the right to remedy any customer issues and concerns on a case-by-case basis. We reserve the right, in our sole discretion, to resolve customer issues and concerns based on the facts and circumstances of each customer.

16. User Information

If you submit, upload, post or transmit any information, medical history, conditions, problems, symptoms, personal information, consent forms, agreements, requests, comments, ideas, suggestions, information, files, videos, images or other materials to us or our Platform (“User Information”), you agree not to provide any User Information that (1) is false, inaccurate, defamatory, abusive, libelous, unlawful, obscene, threatening, harassing, fraudulent, pornographic, or harmful, or that could encourage criminal or unethical behavior, (2) violates or infringes the privacy, copyright, trademark, trade dress, trade secrets or intellectual property rights of any person or entity, or (3) contains or transmits a virus or any other harmful component. You agree not to contact Zabit Coaches, Zabit employees, or other Zabit customers through unsolicited e-mail, telephone calls, mailings or any other method of communication. You represent and warrant to Zabit that you have the legal right and authorization to provide all User Information to Zabit for use as set forth herein and required by Zabit.

License to User Information Submitted via the Services

Confidentiality: Notwithstanding any other provision, you agree that any private conversations or information deemed confidential that you transmit to Zabit via the Services will be treated with the utmost confidentiality. Zabit is committed to protecting the privacy of its users' private communications and private information to the fullest extent possible and will only disclose such information as required by law or as necessary for the provision of the Services.

Testimonials: If you submit any testimonials to Zabit, you grant Zabit a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such content (in whole or part) and/or to incorporate it in other works in any form, media, or technology now known or later developed, but only for the purposes related to the Services provided by Zabit.

General User Information: Except for private information and private conversations, any other User Information you transmit to Zabit via the Services may be treated as non-confidential and non-proprietary to the extent permitted under applicable law. Subject to any account settings that you select, you grant Zabit the same rights as mentioned above for testimonials, for the purpose of operating and providing the Services to you and to our other users.

Rights and Warranties: You warrant that you have the right to grant these licenses for such User Information and that the holder of any worldwide intellectual property rights, including moral rights, in the User Information has waived all such rights and validly and irrevocably granted to you the right to grant the license stated above.

Zabit's Use of User Information: Zabit may, in its sole discretion, edit, duplicate, or alter the User Information for any purpose that Zabit deems necessary or desirable for the operation and provision of the Services. You irrevocably waive any rights you may have to inspect or approve the finished product or the advertising copy or other matter that may be used in connection therewith or the use to which it may be applied.

Protected Information: If User Information contains Protected Information, Zabit’s rights under this section with respect to the use or disclosure of such Protected Information will be limited as and to the extent required under applicable law, and such information will be handled in accordance with Zabit's Privacy Policy.

17. Use of Third-Party APIs and Services

Integration with Third-Party Services: Zabit's Platform may integrate with third-party services, including but not limited to artificial intelligence platforms, analytics platforms, push notification services, and SMS providers ("Third-Party Services"), to provide necessary functionality within the Services. By using Zabit, you acknowledge and consent to the transfer of certain user information, including confidential data, to these Third-Party Services as required for the proper functioning of the Platform.

Data Sharing: You agree that Zabit may share your confidential information with Third-Party Services to the extent necessary to provide the Services offered by Zabit. Zabit will use commercially reasonable efforts to ensure that all Third-Party Services comply with applicable data protection laws and maintain adequate security measures to protect your confidential information.

User Responsibility: It is your responsibility to review the privacy policies and terms of service of any Third-Party Services with which your data is shared. Zabit disclaims any and all liability for the acts, omissions, or failures of any Third-Party Services.

Assumption of Risk: By using Zabit's Services, you expressly acknowledge and assume the risk that Third-Party Services may access, process, or store confidential data. Zabit shall not be liable for any damages arising out of such interactions with Third-Party Services except to the extent caused directly by Zabit's breach of these Terms.

Indemnification: You agree to indemnify and hold harmless Zabit, its officers, directors, employees, and agents, from any claims, damages, losses, and expenses arising from or related to the acts or omissions of Third-Party Services, except to the extent that such claims, damages, losses, and expenses arise from Zabit's gross negligence or willful misconduct.

18. Data Protection and Breach Notification

Security Measures: Zabit agrees to implement reasonable and appropriate security measures designed to protect against unauthorized access to, or accidental release of, private conversations and confidential information.

Breach Notification: In the event of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, private conversations or confidential information transmitted, stored or otherwise processed, Zabit shall, without undue delay, notify the affected users and take reasonable steps to mitigate the effects and to minimize any damage resulting from the breach.

Limitation of Liability: To the extent permitted by applicable laws, Zabit shall not be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from the breach of Zabit's data security measures. Furthermore, unless it is proven that Zabit failed to apply reasonable security measures as required by applicable data protection laws, Zabit shall not be liable for the accidental leakage or exposure of private conversations or confidential information.

19. Claims of Copyright Infringement

Zabit respects the intellectual property rights of others and expects its users to do the same. We disclaim any responsibility or liability for copyrighted materials posted on our Platforms. In accordance with the Digital Millennium Copyright Act (“DMCA”), we will respond promptly to notices of alleged infringement that are reported to Zabit’s designated copyright agent, identified below. If you believe that your work has been copied in a manner that constitutes copyright infringement, please follow the procedures set forth below.

If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through our Platforms by sending us a notice (“Notice”) complying with the following requirements.

1. Identify the copyrighted works that you claim have been infringed.

2. Identify the material or link you claim is infringing (or the subject of infringing activity) and that access to which is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Platform where such material may be found.

3. Provide your mailing address, telephone number, and, if available, email address.

4. Include both of the following statements in the body of the Notice:

“I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

5. Provide your full legal name and your electronic or physical signature. Deliver this Notice, with all items completed, to Zabit’s designated copyright agent at: if by mail to: Zabit, Inc., 548 Market St PMB 70410, San Francisco, CA 94104 US, Attn: General Counsel, OR if by email to: legal@zabit.com

20. Disclaimer of Warranties

ZABIT DOES NOT WARRANT THAT ACCESS TO OR USE OF THE PLATFORM OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS IN THE PLATFORM OR SERVICES WILL BE CORRECTED. THE PLATFORM, INCLUDING ANY CONTENT OR INFORMATION CONTAINED WITHIN IT OR ANY RELATED SERVICES, IS PROVIDED “AS-IS,” WITH ALL FAULTS, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY OF INFORMATION, QUIET ENJOYMENT, AND TITLE/NON-INFRINGEMENT. ZABIT DOES NOT WARRANT THE ACCURACY, COMPLETENESS OR TIMELINESS OF THE INFORMATION OBTAINED THROUGH THE PLATFORM OR SERVICES.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE PLATFORM OR RELATED SERVICES, AND LINKED WEBSITES. ZABIT DOES NOT WARRANT THAT FILES AVAILABLE FOR DOWNLOAD WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER DESTRUCTIVE PROGRAMMING. YOU ARE RESPONSIBLE FOR IMPLEMENTING PROCEDURES SUFFICIENT TO SATISFY YOUR NEEDS FOR DATA BACKUP AND SECURITY WHILE USING THE SERVICES.

21. Limitation of Liability Regarding Use of the Services

ZABIT AND ANY THIRD PARTIES MENTIONED ON THE PLATFORM ARE NEITHER RESPONSIBLE NOR LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR RELATING IN ANY WAY TO THE PLATFORM, SERVICES, CONTENT OR INFORMATION CONTAINED WITHIN THE PLATFORM, AND/OR ANY LINKED WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICES, PLATFORMAND/OR LINKED WEBSITES IS TO STOP USING THE PLATFORM AND/OR SERVICES. TO THE EXTENT ANY ASPECTS OF THE FOREGOING LIMITATIONS OF LIABILITY ARE NOT ENFORCEABLE, THE MAXIMUM LIABILITY OF ZABIT TO YOU WITH RESPECT TO YOUR USE OF THE PLATFORM AND SERVICES IS $10,000 (TEN THOUSAND) DOLLARS.

22. Binding Arbitration / Class Waiver

YOU EXPRESSLY AGREE THAT ANY LEGAL CLAIM, DISPUTE OR OTHER CONTROVERSY BETWEEN YOU AND ZABIT OR YOU AND ANY OF THE ZABIT-AFFILIATED PARTIES OR ANY COACHES ARISING OUT OF OR OTHERWISE RELATING IN ANY WAY TO ZABIT, THE SITE, THE PLATFORM THE CONTENT OR THE SERVICES, OR ANY OTHER ZABIT GOODS, SERVICES OR ADVERTISING, INCLUDING CONTROVERSIES RELATING TO THE APPLICABILITY, ENFORCEABILITY OR VALIDITY OF ANY PROVISION OF THESE TERMS OF USE (COLLECTIVELY “DISPUTES”), WILL BE RESOLVED IN CONFIDENTIAL BINDING ARBITRATION CONDUCTED BEFORE ONE COMMERCIAL ARBITRATOR FROM THE AMERICAN ARBITRATION ASSOCIATION (“ AAA”), RATHER THAN IN A COURT, AS DESCRIBED HEREIN. THE ARBITRATION WILL BE GOVERNED BY THE AAA’S COMMERCIAL ARBITRATION RULES AND, IF THE ARBITRATOR DEEMS THEM APPLICABLE, THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (COLLECTIVELY “RULES AND PROCEDURES”). YOU ACKNOWLEDGE THAT YOU ARE VOLUNTARILY AND KNOWINGLY FORFEITING YOUR RIGHT TO A TRIAL BY JURY AND TO OTHERWISE PROCEED IN A LAWSUIT IN STATE OR FEDERAL COURT, EXCEPT AS EXPRESSLY PROVIDED HEREIN.

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual.

Payment of arbitration costs will be governed by the AAA’s fee schedule, unless you are able to show that your portion will be prohibitive as compared to litigation costs, in which case Zabit will pay as much of your arbitration costs as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to litigation costs. Zabit also reserves the right in its sole and exclusive discretion to assume responsibility for all arbitration costs imposed by the AAA. Each party to the arbitration agrees to pay its own attorneys’ fees and expenses unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

The arbitration will be conducted in San Francisco, California, except that, in the event San Francisco, California, is not within 100 miles of your residence, the arbitration may be conducted within 100 miles of your residence, unless the parties agree otherwise in writing. The arbitrator’s award will be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.

For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at https://www.adr.org.

Notwithstanding anything to the contrary herein, to the extent Disputes arises from: (a) a violation of either party’s intellectual property rights in any manner; (b) any claim related to, or arising from, allegations of theft, piracy, unauthorized use or a violation of the Computer Fraud and Abuse Act; and/or (c) any claim for equitable relief; then you and Zabit agree that a party may seek injunctive remedies (or an equivalent type of urgent legal relief) in a state or federal court in San Francisco, California, and both parties agree to submit to the personal jurisdiction of such courts in connection with such proceedings. In addition to the foregoing, either party may assert an individual action in small claims court for Disputes that are within the scope of such court’s jurisdiction in lieu of arbitration as long as such action remains in such court and advances only on an individual (non-class, non-representative) basis.

ALL DISPUTES SUBJECT TO ARBITRATION UNDER THESE TERMS OF USE MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, COLLECTIVE OR REPRESENTATIVE BASIS. NO PARTY MAY BRING ANY CLAIM SUBJECT TO ARBITRATION PURSUANT TO THESE TERMS AS A PRIVATE ATTORNEY GENERAL, IN A REPRESENTATIVE CAPACITY, OR AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS PROCEEDING. THE CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE JOINED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. NO ARBITRATION WILL BE CONSOLIDATED OR JOINED WITH ANY OTHER ARBITRATION. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).

If a decision is issued stating that applicable law precludes enforcement of any of this paragraph’s limitations as to a particular claim or request for relief, then such claim or request for relief (and only that claim or request for relief) will be severed from the arbitration and may be brought exclusively in the state or federal courts located in San Francisco, California, subject to the parties’ respective rights to appeal the decision. All other claims or requests for relief will be arbitrated. The parties agree that any claims or requests for relief that are severed from an arbitration may not proceed in litigation and will be stayed until all claims between the parties remaining in arbitration are finally resolved. The parties agree to submit to the personal jurisdiction of the federal and state courts located in San Francisco, California for purposes of resolving any claims or requests for relief severed from arbitration pursuant to this paragraph.

23. Opt-Out Procedure

You can opt out of the provisions of these Terms that require the arbitration of Disputes within 30 days of the date that you first agree to any version of these Terms that require arbitration of Disputes with Zabit. To opt out, you must send your name, residence address, and email address together with a clear statement that you want to opt out of the requirement to arbitrate Disputes with Zabit to: legal@zabit.com

Before you commence arbitration of a Dispute, you must provide us with a written Notice of Dispute that includes your name, residence address, username (if applicable) and email address associated with your account (if applicable), a detailed description of the Dispute, and the relief you seek. Before we commence arbitration of a Dispute against you, we will provide a written Notice of Dispute to you with a detailed description of the Dispute and the relief you seek. Any Notice of Dispute you send to us should be mailed to Zabit, Inc., 548 Market St PMB 70410, San Francisco, CA 94104 US, Attn: General Counsel, If we are unable to resolve a Dispute within 30 days after the applicable Notice of Dispute is received, either party may commence arbitration. Notwithstanding anything to the contrary in these Terms, if we make any future material modification to any provisions of these Terms that govern the arbitration or resolution of Disputes, such changes will not apply to any Dispute between you and us for which either party had previously provided a written Notice of Dispute to the other in accordance with this paragraph. Further, if we make any future material changes to the provisions of these Terms that govern the arbitration or resolution of Disputes, you may reject such changes by sending a written notice of your rejection decision to us at Zabit, Inc., 548 Market St PMB 70410, San Francisco, CA 94104 US, Attn: General Counsel, within 30 days of the effective date of such modifications.

24. Limited Time to Bring Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

25. Successors and Assigns

Zabit may freely assign and delegate its rights and obligations under these Terms without notice to you, including but not limited to the right to use the data it collects and maintains, subject to the Privacy Policy. You will not assign or delegate any of your rights or obligations under these Terms. These Terms are binding upon the parties hereto and their respective successors and permitted assigns.

26. Governing Law; Venue

These Terms and your use of the Services are governed by the laws of the state of California without regard to conflict of law principles. You and Zabit submit to the personal jurisdiction of the state courts and federal courts located within San Francisco, California, for resolution of any lawsuit or court proceeding permitted under these Terms.

27. Force Majeure

We will not be deemed to be in breach of these terms or liable for any breach of these terms or our privacy policy due to any event or occurrence beyond our reasonable control, including without limitation, acts of God, pandemics, terrorism, war, invasion, failures of any public networks, electrical shortages, earthquakes or floods, civil disorder, strikes, fire or other disaster.

28. Indemnity

You agree to defend, indemnify and hold Zabit and its affiliates and their respective officers, directors, managers, partners, employees, agents, licensors, and suppliers harmless from and against all third-party claims, demands, damages, liabilities, costs and expenses (including reasonable attorneys’ fees) against or incurred by Zabit arising out of your: (1) breach of these Terms; (2) violation by you of any and all applicable laws, regulations or rules; or (3) your use of material or features available through the Platforms in an unauthorized manner.

29. Restriction on Export

The Platform may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the Platform, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the U.S.

30. Commercial Items

The Platform is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the U.S. Government or any contractor therefore, you receive only those rights with respect to the Platform as are granted to all other end users under

license, in accordance with (a) 48 C.F.R. §227.7201 through 48 C.F.R. §227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. §12.212, with respect to all other U.S. Government licensees and their contractors.

31. Right to Modify Revisions; General

Zabit reserves the right to modify these Terms at any time, effective upon posting. Any use of the Services after such changes will be deemed an acceptance of those changes. You agree to review the Terms each time you access the Services so that you may be aware of any changes to these Terms. Zabit uses Google Analytics, a third-party tracking service, which uses cookies to track non-personal identifiable information about our visitors to our main site in the aggregate to capture usage and volume statistics. Zabit has no access to or control over these cookies. The companion Privacy Policy covers the use of cookies by Zabit only and does not cover the use of cookies by any third-party.

In the event that any of the Terms are held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect. These Terms, Privacy Policy, and any specific plan terms we communicate to you at the time of checkout constitute the entire agreement between Zabit and you pertaining to the subject matter hereof. In its sole discretion, Zabit may from time-to-time revise these Terms by updating this posting. You should, therefore, periodically visit this page to review the current Terms, so you are aware of any such revisions to which you are bound.

Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages on the Site or elsewhere on the Platform.

Zabit reserves the right, in its sole discretion, to terminate your access to all or part of the Platform, with or without cause, and with or without notice.

32. Third-Party Distribution Channels

Zabit offers software that may be made available through the Apple App Store, the Google Play Store, or other distribution channels (“Distribution Channels”). If you obtain such software through a Distribution Channel, you may be subject to additional terms of the Distribution Channel. These Terms are between you and us only, and not with the Distribution Channel. To the extent that you utilize any other third-party products and services in connection with your use of the Services, you agree to comply with all applicable terms of any agreement for such third-party products and services.

33. Notice for California Consumers

Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

You may contact us at:

Zabit, Inc. 548 Market St PMB 70410, San Francisco, CA 94104, U.S.A.