Terms of service
Last updated: July 27, 2025
IMPORTANT NOTICE: THESE TERMS ARE SUBJECT TO A BINDING ARBITRATION PROVISION AND WAIVER OF CLASS ACTION RIGHTS, AS DETAILED IN SECTION 26 BELOW. YOU AGREE THAT ANY CLAIM OR DISPUTE AT LAW OR EQUITY THAT HAS ARISEN OR MAY ARISE PURSUANT TO THESE TERMS OR THE ACCESS OR USE OF THE SERVICES, AS DEFINED BELOW, WILL BE RESOLVED IN ACCORDANCE WITH SECTION 26 BELOW. PLEASE READ THAT SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS AND OBLIGATIONS.
Welcome to https://millsdailypacks.com/ (together with its subdomains, Content, Marks (as these terms are defined below), products and services, the “Site”). Please read the following terms of use ("Terms of Use") carefully before using this Site so that you are aware of your legal rights and obligations with respect to ZyG Pets LLC ("Company", "we", "our" or "us"). By accessing or using the Site, you expressly acknowledge and agree that you are entering into a legal agreement with us and have understood and agreed to comply with, and be legally bound by, these Terms of Use, together with the Privacy Policy (as defined below) and any other policies reference herein (all together shall be referred to collectively as the "Terms").
If you do not agree to be bound by these Terms please do not access or use the Site.
1. Background. The Site is intended to operate as an e-commerce platform through which users can browse, select, and purchase products offered for sale by the Company. The Site provides information about the products, facilitates online ordering and payment subject to these Terms and any additional terms and conditions that may apply to specific products or transactions.
2. Modification. We reserve the right, at our discretion and subject to applicable laws, to change these Terms at any time without prior notice. Except as explicitly set forth herein, all such changes are effective immediately when we post them, or such later date as may be specified in the notice of update Terms. Your continued use of the Site thereafter means that you accept those changes. If you object to any such changes, your sole recourse is to cease accessing the Services.
3. Eligibility. Company’s Site is intended solely for users who are at least eighteen (18) years of age or older, and can form legal binding contracts under applicable law. Any registration, use of or access to the Site by anyone under the age of 18 is unauthorized, unlicensed, and in violation of these Terms. If we have any reason to believe that you are under 18 years of age, we may terminate your account, delete any content or information that you have submitted to the Site, and prohibit you from using or accessing the Site (or any portion, aspect or feature thereof).
By accessing or otherwise using the Site, you represent and warrant that you: (i) are a natural person of at least 18 years of age or older; (ii) have the legal authority to form a binding contract with Company; (iii) agree to at all times abide by these Terms and all applicable laws; and (iv) not subject to any export or sanction controls. If you do not meet all of these eligibility requirements, you are not permitted to access or use any of the Services and agree that you will not do so and that Company may suspend or close your account with or without notice.
4. Site Access. Subject to these Terms, we grant to you a personal, non-exclusive, limited, non-transferable, non-assignable, non-sublicensable, limited license to visit and use the Site.
5. Restrictions. Content on the Site is provided to you for your information and personal use only. You shall not: (i) copy, distribute or modify any part of the Site without our prior written authorization; (ii) use, modify, create derivative works of, transfer (by sale, resale, license, sublicense, download or otherwise), reproduce, distribute, display or disclose Content (defined below), except as expressly authorized herein.
6. You may not (and shall not permit any third party to) either take any action, upload, submit, post, or otherwise distribute or facilitate distribution of any content on or through the Site that: (i) is illegal, violent, threatening, abusive, invasive of any person’s privacy, harassing, defamatory, libelous, false, deceptive, fraudulent, misleading, untruthful, tortuous, obscene, offensive, pornographic, or otherwise inappropriate, as Company may determine in its sole discretion; (ii) infringes, misappropriates, uses or discloses without authorization, or otherwise violates any intellectual property rights or proprietary rights of any third party; (iii) violates any right of publicity, or other right of any person or entity, or any law or contractual obligation, including without limitation rights pursuant to data protection, anti-spam and privacy laws and regulations; (iv) involves commercial activity not expressly permitted by Company; (v) contains any harmful or malicious software or computer codes, files or programs that are designed or intended to damage, disrupt, interfere with, or limit, the proper functionality of any software or hardware, or that enables unauthorized access to any system, data, password or other information of Company, its users, or any other individual or entity; (vi) uses or launches any automated system, including without limitation, “screen scrapers,” “bots,” “spiders,” “offline readers,” etc., that access the Site in a manner that sends more request messages to Company’s servers than a human can reasonably produce in the same period of time; (vii) impersonates any individual or entity, including, without limitation, employees or representatives of Company; or (viii) removes, infringes, violates, obscures or alters any copyright or other proprietary notices contained on or in or otherwise connected to the Sites, including any copyright, trademark, patent, trade secret, mask work right, moral right, privacy right, right of publicity, trade dress and service mark right, goodwill and third-party rights.
7. Portal. In order to use some of the services of the Site (e.g., for subscription-based products etc.) you will have access to a customer portal, which you can access using your email address ("Portal"). You agree not to let anyone use your Portal or use the portal of another without permission. You are solely responsible for the activity that occurs in your Portal, and you must keep your Portal credentials secure. You must notify the Company immediately of any breach of security or unauthorized use of your Portal. As between you and the Company, you are solely responsible and liable for the activity that occurs in connection with your Portal. If you wish to delete your Portal, you may send an email request to the Company at hello@millsdailypacks.com.
8. No Charges for use of the Site. Except as expressly set forth in the Terms, your general right to access and use the Site is currently for free, but the Company may in the future charge a fee for certain access or usage. You will not be charged for any such access or use of the Site unless you first agree to such charges, but please be aware that any failure to pay applicable charges may result in you not having access to some or all of the Site. Notwithstanding the above, we will charge you for the purchase of products on the Site which is subject to the provisions set forth in Section 8 below.
9. Purchases through the Site.
9.1. General. The products offered in our Site may have limited quantities. We reserve the right to (i) limit the sales of our products to any person, geographic region or jurisdiction; (ii) limit the quantities of any products that we offer; and/or (iii) discontinue any product at any time. We may exercise these rights on a case-by-case basis.
9.2. Prices. Prices displayed on the Site prior to placing your order, may not include applicable taxes and other fees applicable to your order. All applicable taxes, VAT, and other fees will be calculated by the payment processing company and displayed as part of the total price on the payment processing page prior to the completion of your purchase. Notwithstanding the above, depending on the jurisdiction in which you reside, you may be required to pay additional taxes, customs or any other fees upon arrival of the products you ordered. Any prices quoted or displayed on the Site are valid only at the time such prices are displayed by the Company and the Company reserves the right to change such prices at any time.
9.3. Placing Orders. Subject to the terms and conditions set forth in these Terms, we may enable you to place an order to purchase products and services through the Site. To place an order, we will require you to provide some compulsory information. You confirm that all the information and details provided by you to us are true, accurate and up to date in all respects and at all times. You can update or correct your details at any time by updating your information in your Portal. To ensure the order is processed efficiently and without issues, it is important to provide all required details on the Site accurately. If incorrect details are provided during the order process, the Company cannot guarantee that the orders will be processed.
9.4. Acceptance of Your Order.
9.4.1. Please note that the completion of the online checkout process does not constitute our acceptance of your offer to purchase products from us. We reserve the right, at our sole discretion and for any reason or no reason, to accept or reject any order, in whole or in part, at any time. Any confirmation email or other communication acknowledging receipt of your order is for informational purposes only and does not constitute acceptance of your order or an obligation to supply any product or service. Your order will only be considered accepted once the transaction is finalized, approved, and you have received an email confirming the shipment of the products.
9.4.2. In the event that we make a change to or cancel an order, you will not be charged or will receive a full refund, as applicable. In which case, we may attempt to notify you by contacting you via the contact information provided at the time the order was made.
9.4.3. If the fulfilment of an order (or any aspect of it) would be illegal or unlawful, including by reason of breach of export controls or sanctions rules, the Company and the approved carriers have the right to stop or cease to fulfil the order at any time, including after dispatch of products and/or notification to you that the order has been received and is being processed. You acknowledge that the Company and the approved carriers shall not incur any liability in such circumstances.
9.5. Accepted Payment Methods and Payment Processing.
9.5.1. You may execute payment by payment methods specified as part of the checkout process on the Site (each, a “Payment Method”). The acceptable Payment Methods may be amended by us from time to time at our sole discretion, provided that no such amendment will affect any order that has been placed prior to the amendment. The availability of certain Payment Methods may depend on your geographical location.
9.5.2. If you choose to execute payment through an electronic wallet service such as PayPal, Shopify, Nexus, Apple Pay account ("Electronic Wallet"), you will be asked to enter your existing account details or may choose to quickly open an account. If you decide to pay via Electronic Wallet, the Company can collect payment for the products only after receiving approval from the Electronic Wallet processor. The use of, and receipt of approval from such Electronic Wallet are subject to that Electronic Wallet’s terms of use and privacy policy, and not those of the Site.
9.5.3. All payments must be made in full at the time of purchase. By completing your order, you authorize us to charge the total amount to the Payment Method you have provided.
9.5.4. If it turns out that your credit card is not valid, or the credit card company does not honor the transaction, or the Electronic Wallet does not honor the charge, or the requested product is not in stock, the Company will cancel the transaction.
9.5.5. The approval of the purchase is conditional on the product being in stock and shipping is available to the address provided by you, at the time of placing the order. However, even if it is not indicated that the product is out of stock and the product is not removed from the Site by the time the order is placed, the Company will not be obligated to sell the product, and the purchaser will have no claim or demand in this regard for any type of damage, whether direct or indirect, caused to the purchaser and/or a third party. This is subject to the Company refunding any amount paid to the Company if indeed and/or canceling the charge if made. It should be emphasized and clarified that there may be situations where, despite a certain item being displayed on the Site as in stock, it is not actually in stock and cannot be supplied – in such cases, the transaction will be canceled, and you will have no claim in this regard subject to the refund of the amount paid to the Company (if made).
9.6. Your Right to Cancel. You may have cancellation rights governed by local legislation. Nothing in these Terms will affect these statutory rights. To the extent you have such rights, orders must be cancelled in full, you may not partially cancel an order.
10. Subscription.
10.1. Subscription Overview. Subscriptions are recurring orders designed to ensure that customers regularly receive the products they desire with minimal effort.
10.2. Price Changes. The Company reserves the right to change the prices of its subscription at any time, at its sole discretion. In the event of a price change, the Company will notify customers of the updated pricing and the price change will not affect previous billings. If you do not agree to the new price, you may cancel your subscription at any time prior to the effective date of the new pricing. By continuing to use or receive the product or service after a price adjustment becomes effective, you are deemed to have accepted the updated pricing. The subscription does not include any price protection or guarantee against future price changes.
10.3. Managing Subscriptions.
10.3.1. Customer's subscription will automatically renew on a regular schedule according to the quantity selected, until the customer cancels the subscription.
10.3.3. Customers have the ability to manage their subscriptions and products under the subscription moving forward by pausing, skipping, changing, or canceling their subscriptions or the specific product thereunder, including modifying the quantity, frequency of deliveries or skipping your next delivery, through the Portal or opening a customer support ticket, at any time.
10.3.4. Customers have the ability to change the shipping address for the subscription through the Portal at any time, subject to our geographical restrictions. Please note that change of address may affect shipping costs and taxes associated with your purchase.
10.4. Subscription Cancellation Flow. You may cancel your subscription or any recurring product purchase up to 12 hours before the next scheduled payment. If your order has already been processed, you may return the products in accordance with our Refunds, Returns and Order Modifications Policy
10.5. For any questions or assistance related to your subscription, please reach out to our support team via the Contact Us page or email us at hello@millsdailypacks.com.
11. Intellectual Property Rights.
11.1. Content and Marks. The (i) content on the Site, including without limitation, the text, documents, articles, brochures, descriptions, products, software, graphics, photos, sounds, videos, interactive features, and services (collectively, the "Content"), and (ii) the Intellectual Property Rights (as defined below) contained therein, are the property of the Company and/or its licensors and may be protected by applicable copyright or other intellectual property laws and treaties. “Mills Pets”, the Company logo, and other marks are Marks of the Company or its affiliates. All other trademarks, service marks, and logos used on the Site are the trademarks, service marks, or logos of their respective owners. We reserve all rights not expressly granted in and to the Site and the Content.
11.2. Feedback. You may choose to or we may invite you to submit comments or feedback about the Site or products including without limitation about how to improve those (“Feedback”). You understand that your Feedback is gratuitous, unsolicited, and will not place Company under any fiduciary or other obligation. By submitting any Feedback, you represent and warrant that: (i) you have the right to disclose the Feedback; (ii) the Feedback does not violate the rights of any other person or entity; and (iii) your Feedback does not contain the confidential or proprietary information of any third party. By sending us any Feedback, you further: (i) agree that we are under no obligation of confidentiality, express or implied, with respect to the Feedback; (ii) acknowledge that we may have something similar to the Feedback already under consideration or in development; (iii) grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback; and (iv) irrevocably waive, and cause to be waived against Company any claims and assertions of any moral rights contained in such Feedback.
12. Third Party Sources and Content.
12.1. The Site may display products sold by third parties or reference certain third parties or brand names and the Site enables you to view, access, link to, and use content from third party websites and services and our partners and customers ("Third Party Sources") that are not owned or controlled by us ("Third Party Content"). The Site may also enable you to communicate and interact with Third Party Sources.
12.2. We are not affiliated with and have no control over any Third Party Sources. We do endorse and do not assume any responsibility for the content, products, services, terms of use, privacy policies, actions or practices of, any Third Party Sources. Please read the terms of use and privacy policy of any Third Party Source that you interact with before you engage in any such activity. Your interaction with a Third Party Source and your use of, and reliance upon, any Third Party Content is at your sole discretion and risk. You are solely responsible and liable for your interaction with a Third Party Source. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against the Company, and release the Company from any and all liability, arising from your use of and interaction on any Third Party Content and from your interaction with any Third Party Source. If you have any query or complaint regarding a Third Party Source or any Third Party Content, you agree to contact the Third Party Source directly
12.3. We are not responsible for, and we expressly disclaim all warranties regarding, the accuracy, appropriateness, usefulness, safety, or Intellectual Property Rights (defined below) of, or relating to, any Third Party Content. “Intellectual Property Rights” means any and all rights, titles and interests, whether foreign or domestic, in and to any and all trade secrets, patents, copyrights, service marks, trademarks, know-how, or similar intellectual property rights, as well as any and all moral rights, rights of privacy, publicity and similar rights of any type under the laws or regulations of any governmental, regulatory, or judicial authority, foreign or domestic.
13. Orders and Shipping Policy. For more information regarding orders and shipping, please refer to our orders and shipping policy available at: https://millsdailypacks.com/policies/shipping-policy ("Orders and Shipping Policy"). This Orders and Shipping Policy outlines the conditions and procedures related to shipment of products purchased through our Site. By using our Site, you agree to comply with the terms set forth in the Orders and Shipping Policy. This Orders and Shipping Policy forms an integral part of these Terms.
14. Refunds, Returns and Order Modifications Policy. For more information regarding refunds, returns and modifying orders, please refer to our refunds, returns and order modifications policy available at: https://millsdailypacks.com/policies/refund-policy ("Refunds, Returns and Order Modifications Policy"). This Refunds, Returns and Order Modifications Policy outlines the conditions and procedures for returns, refunds and modifying orders for products purchased through our Site. By using our Site, you agree to comply with the terms set forth in the Refunds, Returns and Order Modifications Policy. This Refunds, Returns and Order Modifications Policy forms an integral part of these Terms.
15. Products and Information Description. We attempt to be as accurate as possible. We have made every effort to display as accurately as possible the colors and images of our products that appear at the Site. However, we cannot and do not warrant that the Content available on the Site is accurate, complete, reliable, current, or error-free and we cannot guarantee that your computer monitor’s display of any color will be accurate. All descriptions of products or product pricing are subject to change and we reserve the right to make changes in or to the Content, or any part thereof, in our sole judgment, without the requirement of giving any notice prior to or after making such changes to the Content. Your use of the Content, or any part thereof, is made solely at your own risk and responsibility. When ordering products through the Site, please note that:
15.1. Orders will only be accepted if there are no material errors in the description of the goods or their prices as advertised on this Site.
15.2. All prices are displayed on the Site are in US dollars and do not include applicable local taxes or duty/custom charges.
15.3. Packaging may vary from that shown on the Site.
15.4. The images of the products on our Site are for illustrative purposes only. We try hard to portray the items on our Site accurately, however variations may occur.
15.5. All items are subject to availability. We will inform you as soon as possible if the product(s) you have ordered are not available.
15.6. Individuals making use of our products shall be mindful of their use at all times and are solely responsible for the use they make of said items. We disclaim any and all responsibility for your incorrect use of our products.
15.7. Items should be used in compliance with all applicable laws.
16. Disclosure. We reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Site, and your use thereof, as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce the Site Terms, including to investigate potential violations of them, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of the Company, its users or the public.
17. Links.
17.1. Company permits you to link to the Site provided that: (i) you link to but do not replicate any page on this Site; (ii) the hyperlink text shall accurately describe the Content as it appears on the Site; (iii) you shall not misrepresent your relationship with the Company or present any false information about the Company and shall not imply in any way that we are endorsing any services or products, unless we have given you our express prior consent; (iv) you shall not link from a website that you do not own; (v) your website, and domain name, does not contain content that (a) is offensive or controversial (both at our discretion), or (b) infringes any intellectual property, privacy rights, or other rights of any person or entity; and/or (vi) you, and your website, comply with these Terms and applicable law.
18. Privacy. We will use any personal information that we may collect or obtain in connection with the Site in accordance with our privacy policy which is available at https://millsdailypacks.com/policies/privacy-policy ("Privacy Policy"). You agree that we may use personal information that you provide or make available to us in accordance with the Privacy Policy.
19.1. This section applies whether or not the services provided under the Site are for payment. Applicable law may not allow the exclusion of certain warranties, so to that extent certain exclusions set forth herein may not apply.
19.2. THE SITE AND ALL PRODUCTS AND SERVICES MADE AVAILABLE FOR PURCHASE THROUGH THE SITE, AND ALL INFORMATION, CONTENT, AND MATERIALS RELATED TO THE FOREGOING ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THOSE ARISING BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE COPANY DOES NOT GUARANTEE THAT THE SITE WILL BE FREE OF BUGS, SECURITY BREACHES, OR VIRUS ATTACKS. THE SITE MAY OCCASIONALLY BE UNAVAILABLE FOR ROUTINE MAINTENANCE, UPGRADING, OR OTHER REASONS. YOU AGREE THAT THE COMPANY WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR ANY THIRD PARTY THAT MAY RESULT FROM TECHNICAL PROBLEMS OF THE INTERNET, SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS. WE DO NOT WARRANT, ENDORSE OR GUARANTEE ANY CONTENT, PRODUCT, OR SERVICE THAT IS FEATURED OR ADVERTISED ON THE SITE BY A THIRD PARTY.
19.3. We make no representation that products described or offered on the Site are appropriate or available for use in all jurisdictions, or that these Terms comply with the laws of any particular jurisdiction. You are responsible for ensuring that your access to the Site is in compliance with all applicable laws and regulations in your location.
19.4. The products and claims made about specific products on or through the Site have not been evaluated by the United States Food and Drug Administration or any other regulatory authority. These products are not approved to diagnose, treat, cure or prevent disease.
19.5. The Site is not intended to provide diagnosis, treatment, medical or veterinary advice. Products, services, information and other content provided on the Site, including information that may be provided on the Site directly or by linking to third-party websites are provided for general informational purposes only and should not be considered a substitute for professional veterinary or medical advice. You should always consult a qualified veterinarian regarding any concerns about your animal’s health or before using any product for your animal. Reliance on any information provided by the Site is solely at your own risk.
19.6. Information provided on the Site and linked websites, including information relating to animal health, medical and health conditions, treatments and products, may be provided in summary form and is intended for general informational purposes only. Information on the Site including any product label or packaging should not be considered a substitute for advice from a qualified veterinarian, or any other professional experts with specific knowledge about the products or your animal’s needs. The Site does not recommend self-management of health issues. Information on the Site is not comprehensive and does not cover all diseases, ailments, physical conditions or their treatment. Never disregard or delay seeking professional advice based upon information you may have read on the Site.
19.7. You should not use the information or services on the Site to diagnose or treat any health issues, or for the prescription of any medication or other treatment. You should always consult with a qualified veterinarian for animal health matters and read information provided by the product manufacturer and any product label or packaging, prior to using any medication, nutritional, herbal, homeopathic, or other animal-related product. You should consult your veterinarian about interactions between products you are using for your animal. Comments and ratings made in any forums on the Site are strictly their own personal views made in their own personal capacity and are not claims made by us nor do they represent our positions or views. We are not liable for any information provided on the Site with regard to recommendations regarding supplements or products.
19.8. Always check the product label or packaging prior to using any product. If there are discrepancies, you should follow the information provided on the product label or packaging. For animal products, you should contact the manufacturer directly for clarification as to product labeling, packaging details and recommended use.
19.9. EXCEPT AS EXPRESSLY STATED IN OUR PRIVACY POLICY, THE COMPANY DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SECURITY OF ANY INFORMATION YOU MAY PROVIDE OR ACTIVITIES YOU ENGAGE IN DURING THE COURSE OF YOUR USE OF THE SITE.
20.1. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND, OR FOR ANY LOSS OF DATA, REVENUE, PROFITS OR REPUTATION, ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitations may not apply to you.
20.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF THE COMPANY FOR ANY DAMAGES ARISING UNDER THESE TERMS OR OUT OF YOUR USE OF, OR INABILITY TO USE, THE SITE EXCEED THE TOTAL AMOUNT OF TEN U.S DOLLARS (USD 10$), WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
21. Indemnity. You agree to defend, indemnify and hold harmless the Company and our affiliates, and our respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Site; or (ii) your violation of these Terms or applicable laws.
22. Term and Termination. These Terms are effective until terminated by the Company or you. The Company, in its sole discretion, has the right to terminate these Terms and/or your access to the Site, or any part thereof, immediately at any time and with or without cause (including, without any limitation, for a breach of these Terms). The Company shall not be liable to you or any third party for termination of the Site, or any part thereof. If you object to any term or condition of these Terms, or any subsequent modifications thereto, or become dissatisfied with the Site in any way, your only recourse is to immediately discontinue use of the Site. Upon termination of these Terms, you shall cease all use of the Site. Any and all terms and conditions within these Terms that should, by their nature, survive termination, will survive such termination, including, but not limited to: this Section 22 and Sections 11 (Intellectual Property Rights), 18 (Privacy), 19 (Warranty Disclaimers), 20 (Limitation of Liability), 21 (Indemnity), and 23 (Independent Contractors) to 26 (Dispute Resolution).
23. Independent Contractors. You and the Company are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between you and the Company. You must not under any circumstances make, or undertake, any warranties, representations, commitments or obligations on behalf of the Company.
24. Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by the Company without restriction or notification to you.
25. General. The Company reserves the right to discontinue or modify any aspect of the Site at any time. These Terms and the relationship between you and the Company shall be governed by and construed in accordance with the laws of the State of New York, without regard to its principles of conflict of laws. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Each party hereto irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to these Terms or the transactions contemplated hereby. You agree to submit to the personal and exclusive jurisdiction of the courts located in New York, USA and waive any jurisdictional, venue, or inconvenient forum objections to such courts. You agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis (and not in any class action, class-wide, representative or privacy attorney general proceeding), and that you may initiate such proceedings only on your own behalf. The Company shall not have any liability, or otherwise be deemed in breach, for any performance under these Terms and/or inability to provide the products, that is prevented, hindered, or delayed by any reason beyond the reasonable control of the Company, including without limitation by, fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God, strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, or failure of (or delay in) delivery by the Company's suppliers or carriers, invasion, war (declared or undeclared), terrorism, riot, insurrection, or civil commotion, an act of governmental or quasi-governmental authorities, and/or failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities. These Terms shall constitute the entire agreement between you and the Company concerning the Site. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and a party's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision, unless made explicitly in writing. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Please read this Section carefully.
26.1. Mandatory, Bilateral Arbitration. YOU AND THE COMPANY AGREE THAT ANY DISPUTE, CONTROVERSY OR CLAIM ARISING UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (EACH, A "Dispute") SHALL BE RESOLVED ONLY BY FINAL AND BINDING BILATERAL ARBITRATION, except that each party retains the right to bring an individual action in a small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s Intellectual Property Rights. This agreement to arbitrate is intended to be broadly interpreted.
26.2. Legal notices shall be served at the address provided in the contact section (in case Company is served) or your email address on file with us (in case you are served). Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to the physical address associated with your Portal. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.
26.2.1. Arbitration Rules and Governing Law
● You and Company will attempt to resolve any dispute through informal negotiation within sixty (60) days from the date of notice of any dispute is sent. That notice should contain proof of your relationship with Company, the nature and legal basis for your or Company’s dispute, and an individual monetary demand if you or we are seeking such relief. During this period, the parties shall use best efforts to settle any dispute, claim or disagreement. Any applicable limitations period will be tolled during this 60-day informal dispute resolution period. Filing any claims before the end of this period and without engaging in this process could result in the award of fees in arbitration
● Notwithstanding your and the Company's agreement that laws of the State of New York govern these Terms and its validity, interpretation and application, you and the Company hereby further agree that the Federal Arbitration Act, 9 U.S.C. § 1, et seq. ("FAA") applies to this agreement to arbitrate, and governs all questions of whether a Dispute is subject to arbitration.
● Unless you and the Company expressly agree otherwise in writing in respect of a Dispute, the arbitration shall be administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), pursuant to JAMS Streamlined Arbitration Rules and Procedures ("JAMS Streamlined Rules"), as modified by these Terms (that is, the terms of this Section 26 govern if they conflict with any of the JAMS Streamlined Rules), and consistent with the JAMS Policy on Consumer Arbitrations Pursuant to Pre-Dispute Clauses Minimum Standards of Procedural Fairness ("JAMS Consumer Fairness Standards"). The arbitrator must honor the terms and conditions of these Terms (including without limitation all liability exclusions and limitations), and can award damages and relief, including any attorneys’ fees authorized by law. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND THE COMPANY ARE HEREBY EACH IRREVOCABLY WAIVING THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION (OR OTHER CLASS-WIDE PROCEEDING).
● Notwithstanding JAMS Streamlined Rule 8(b), you and the Company agree that any dispute as to the arbitrability of a Dispute brought by either you or the Company shall be resolved by a court of competent jurisdiction.
26.2.2. No Class Arbitrations. THIS ARBITRATION AGREEMENT DOES NOT ALLOW CLASS ARBITRATIONS EVEN IF THE JAMS STREAMLINED RULES (OR OTHER PROCEDURES OR RULES OF JAMS) WOULD. RATHER, YOU AND THE COMPANY ARE ONLY ENTITLED TO PURSUE ARBITRATION ON AN INDIVIDUAL BASIS. FURTHER, AND UNLESS COMPANY EXPRESSLY AGREES OTHERWISE IN WRITING IN RESPECT OF A DISPUTE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE INDIVIDUAL PARTY’S DISPUTE WITH ANY OTHER PARTY’S DISPUTE(S), AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR COLLECTIVE PROCEEDING.
26.2.3. The Arbitrator's Decision
● The arbitrator will render an award in accordance with JAMS Streamlined Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any litigation should arise between you and the Company in any court of competent jurisdiction in a proceeding to vacate or enforce an arbitration award, YOU AND THE COMPANY HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the proceeding be resolved by a judge. The arbitrator may award declaratory or injunctive relief only in favor of the plaintiff/claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law.
● The arbitrator’s decision and award is final and binding, with some exceptions under the FAA.
26.2.4. Location and Fees
● Unless you and the Company expressly agree otherwise in writing, the arbitration will take place in-person in New York City, New York.
● If you initiate an arbitration for a Dispute, you will be required to pay $250 of the fee required to initiate the arbitration and the Company will pay any remaining JAMS Case Management Fees and all professional fees for the arbitrator’s services; you will remain responsible for your respective costs relating to counsel, experts, witnesses, and travel to the arbitration.
● If the Company initiates an arbitration for a Dispute, the Company will pay all administrative fees and costs related to the arbitration, including all professional fees for the arbitrator’s services; you will remain responsible for your costs relating to counsel, experts, witnesses, and travel to the arbitration.
26.2.5. Small Claims Court. Notwithstanding the foregoing, either party may bring an individual action in a small claims court for Disputes within the scope of such court’s jurisdiction. This agreement to arbitrate does not preclude you from bringing issues to the attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against the Company on your behalf.
26.3. Opting Out of this Mandatory Arbitration. You can decline this agreement to arbitrate by contacting legal@zyg.com within thirty (30) days of the effective date and stating that you (include your first and last name, as well as your mailing address) decline this arbitration agreement. Furthermore, and notwithstanding the provisions regarding modification of the Terms, if the Company changes this Dispute Resolution Section after the effective date (or the date you accepted any subsequent changes to these Terms), you may reject any such change by providing the Company written notice of such rejection to legal@zyg.com within thirty (30) days of the date such change became effective, as per the terms of these Terms. In order to be effective, the notice must include your full name and clearly indicate your intent to reject the change(s) to this Dispute Resolution Section. By rejecting such change(s), you are agreeing that you will arbitrate any Dispute between you and the Company in accordance with the provisions of this Dispute Resolution Section as of the effective date (or the date you accepted any subsequent changes to these Terms), unless you declined this arbitration agreement in the manner described above.
26.4. Confidentiality of Disputes. All aspects of the arbitration proceeding, including but not limited to the decision and award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain its confidentiality, unless (and in such cases, only the extent) otherwise required by applicable law. This paragraph shall not prevent a party from submitting to a court of competent jurisdiction any information necessary to enforce an arbitration award, or to seek equitable relief.
