Terms of Use

Zavee Terms of Use Agreement

Date Last Revised: August 28, 2009

This Agreement sets forth the terms and conditions that apply to your access and use of the Internet Web site owned and operated by Zavee LLC, a Florida limited liability company ("Zavee"), and located at zavee.com ("Zavee.com"). By using Zavee.com you agree to be bound by the terms and conditions of this Agreement and Zavee's Privacy and Security Policy, as they may be amended from time to time in the future (see "Modifications" below).

Accepting the Terms

By using the information, tools, features and functionality located on Zavee.com (together, the "Service"), you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the Zavee.com website) or you are a "Member" (which means that you have registered with Zavee). The term "you" or "User" refers to a Visitor or a Member. If you wish to become a Member, communicate with other Members and make use of the Service, you must read this Agreement and indicate your acceptance during the Registration process.

Individual Members are referred to in this Agreement as "Shoppers". Businesses that become Members are referred to in this Agreement as "Merchants". Charitable, civic and non-profit organizations that become Members are referred to in this Agreement as "Causes". Unless otherwise specified, all terms of this Agreement that apply to Members apply equally to Shoppers, Merchants and Causes. Merchants that have entered into a Merchant Membership Agreement between such Merchant and Zavee (a "Merchant Agreement") should be aware that certain terms and conditions of this Agreement are subject to the terms and conditions of such Merchant Agreement.

You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a binding contract with Zavee.

If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company or entity (including a charitable, civic or non-profit organization) that you have the authority to bind such entity. Before you continue, you should print or save a local copy of this Agreement for your records.

Privacy and your Personal Information

For information about Zavee's data protection practices, please read Zavee's Privacy and Security Policy, which is hereby incorporated into this Agreement. This policy explains how Zavee treats your personal information when you access Zavee.com and use the Service. The policy may be updated from time to time at our discretion. Changes will be effective upon posting to the site.

Description of the Service

The Service is (a) a social shopping network for consumers; (b) an integrated marketing platform for businesses; and (c) a promotional vehicle for charitable and civic organizations.

The Service enables Shoppers to search for and obtain information about Merchants; earn rewards for making purchases from Merchants; designate Causes to receive charitable contributions that will be made by Zavee; and share information, feedback and experiences with Merchants, Causes and other Shoppers.

The Service enables Merchants to publicize themselves and their products or services to Shoppers; create, maintain and fund customized cash back offers to Shoppers ("Zavee Offers"); and obtain, manage, and analyze data relating to the purchasing behavior of their customers who are Shoppers.

The Service enables Causes to educate Shoppers about their mission and activities; recruit members; and become eligible to receive cash contributions from Zavee. There is no charge to Shoppers or Causes to use the Service. Merchants are required to pay the fees specified in the Merchant Membership Agreement between the Merchant and Zavee.

Information from Members and Third Party Vendors

To provide the Service Zavee must obtain and use certain types of information ("Platform Data"). The Platform Data is required, among other things, to ensure the accuracy of Zavee's records and accounts; determine eligibility for rewards; and ensure proper crediting of rewards and fees. Zavee agrees that Platform Data will be used only to provide the Service.

Some of the Platform Data is required to be provided by Members ("Member Data") and some is obtained pursuant to agreements with one or more third-party vendors ("Transaction Data"). You agree to provide all Member Data required of you on Zavee.com and you authorize Zavee to obtain from third-party vendors Transaction Data and such other Platform Data as Zavee may deem appropriate and to use all such Platform Data for the purpose of providing the Service. You understand that providing the Member Data, including a credit or debit card account number, is essential to our ability to provide the Service to you and other Members.

The Service is a Web-based service and you bear the same risks that you bear when you use any Web site or Web-based application. These risks include, but are not limited to, Zavee's loss of data, failure to receive data, receipt of corrupted data and other technical difficulties that may result in service interruptions. It is not possible for Zavee to foresee specific instances of these and other risks and Zavee does not assume responsibility for the timeliness, completeness, accuracy, deletion, non-delivery or failure to store any Platform Data, other user data, communications (including reviews) or personalization settings.

Zavee endeavors to obtain Transaction Data for every type of card accepted by each Merchant. However, the availability of Transaction Data is not within Zavee's control and from time to time Zavee may not be able to process transactions through the Service that were approved at the Merchant's point of sale. If you experience this please contact Customer Service by email to help@zavee.com.

Member Rewards

After you become a Shopper you will be eligible to earn rewards when you use a registered card to pay for goods and/or services at a Merchant. Each purchase by a Shopper from a Merchant that is paid for with a registered card is referred to in this Agreement as a "Qualifying Transaction". The rewards will be in the form of (a) cash back from Merchants and (b) points, called Care Shares™, from Zavee. As a Member you are eligible for both types of rewards. Your rewards will be credited to your account registered with Zavee and paid as provided in this Agreement.

You will earn cash back rewards for each Qualifying Transaction. The amount of your reward will depend on the amount of the Qualifying Transaction and the eligibility rules governing the Merchant's cash back offers that are active at the time of the Qualifying Transaction. Merchants are required to maintain at least one offer for which every Shopper will be eligible in respect of every Qualifying Transaction. Merchants may create additional offers for which you may not be eligible or for which your eligibility depends on your fulfillment of certain conditions. Merchants may modify or cancel offers (other than required offers) at any time by publishing the changes on their profile page. Shoppers are responsible for being aware of, and understanding, the terms of all cash back offers.

A current list of Merchants is available at the Merchant Directory link on Zavee.com. Merchants are added to or withdrawn from the Service from time to time and rewards awarded for purchases at Merchants may vary from time to time. If a particular Merchant does not appear in the Merchant Directory on the date you purchase a service or product from that Merchant, that Merchant is not currently participating in the Service and is not permitted to offer rewards and the transaction is not a Qualifying Transaction.

Merchants are responsible for the accuracy, completeness and timeliness of their Transaction Data. If a Merchant fails to provide accurate, complete and timely Transaction Data with respect to any transaction, or if a Merchant withholds payment to Zavee in respect of any transaction for any reason, Zavee reserves the right to cancel the cash back reward associated with such transaction. Rewards are subject to adjustment for returns, cancellations, and other events. Such adjustments may be applied to member accounts at any time by Zavee at its sole discretion. Cash back rewards are solely the obligation of the Merchant offering the reward. You understand and agree that when Zavee makes any payment in respect of any cash back reward it does so solely as the agent of the Merchant.

Zavee will award Care Shares to Shoppers based on the amount of each Qualifying Transaction. Currently, Zavee will award two Care Shares for each $1.00 spent by a Shopper in a Qualifying Transaction and will donate $0.005 for each Care Share in a Shopper's account. Zavee reserves the right to change these amounts at any time. Zavee may also award Care Shares to Shoppers in connection with events other than Qualifying Transactions. Care Shares will be credited to each Shopper's account on Zavee.com. On a quarterly basis, Zavee will convert each Shopper's Care Shares to cash, which it will donate to the Cause or Causes specified by the Shopper on Zavee.com. If a Shopper has not specified a Cause as of a payment date no donation will be made on that date.

Zavee automatically remits accrued cash back rewards every quarter. Shoppers must have accrued a balance of at least $25.00 to receive payment. Account balances below $25.00 will be carried over to the next payment period. Zavee will make payments using the method you specified when you registered for the Service: either by direct deposit to your checking account or via PayPal. It is your responsibility to keep your account information and other Member Data current in order to facilitate the payment of your cash back rewards. If you elect to receive payments via PayPal we will deduct a fee from each payment to cover the additional costs to Zavee of using PayPal. This fee is currently 2% of the amount of the payment. We may adjust this fee at any time to reflect our handling costs. Your cash back rewards will not expire unless you do not make a Qualifying Transaction for a period of 24 consecutive months.

Zavee automatically converts Care Shares to cash which it donates to Causes on the same dates on which it makes payments of cash back rewards. The amount donated to each Cause will depend on the amount of Care Shares each Shopper earned and the number of Shoppers who designate such Cause to receive contributions. Causes must have accrued a balance of at least $25.00 to receive a donation. Account balances below $25.00 will be carried over to the next payment period.

Merchants and Causes

Zavee does not endorse, warrant or guarantee the products or services offered by any Merchant, and Zavee is not in any way responsible for the activities or policies any Merchant. Zavee does not endorse any Cause and is not in any way responsible for the activities or policies of any Cause.

Reviews and other communications by and between Members are solely the opinions of their respective authors and do not represent the opinions of Zavee or any of its affiliates.

Your Email Address and Password

You understand that you access the Service by providing a valid email address and a password. You understand and agree that you are responsible for maintaining the confidentiality of your password.

By providing us with your e-mail address, you agree to that Zavee may send all required notices to you electronically, to that e-mail address. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text) in the text of the e-mail or through a link to the appropriate page on Zavee.com, accessible through any standard, commercially available internet browser. You agree that a notice is considered to be received when it is sent to you at that email address and that you are responsible for keeping your email address up to date.

If you become aware of any unauthorized use of your email address, password or any other personal information, you agree to notify Zavee immediately at the email address security@zavee.com.

Your Use of the Service

Your right to access and use Zavee.com and the Service is personal to you and is not transferable by you to any other person or entity. You are only entitled to access and use Zavee.com for lawful purposes.

In order for the Service to function effectively, you must also keep your Member Data up to date and accurate. Zavee is not responsible for any failure of the Service to function as a result of any inaccuracy or incompleteness of Member Data.

Your access and use of Zavee.com may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of Zavee.com or other actions that Zavee, in its sole discretion, may elect to take.

Rights You Grant to Us

By submitting personal information (including login information), Member Data and other content to Zavee through the Service, you are licensing that content to Zavee solely for the purpose of providing the Service. Zavee may use and store the content, but only to provide the Service to you. By submitting this content to Zavee, you represent that you are entitled to submit it to Zavee for use for this purpose, without any obligation by Zavee to pay any fees or other limitations.

By using the Service, you expressly authorize Zavee to make electronic transfers to you or from you, as appropriate. If you are a Shopper or a Cause, you authorize Zavee to make payments into the bank account or PayPal account you have specified in your Member Data. If you are a Merchant, you expressly authorize Zavee to withdraw from the bank account you have specified in your Member Data amounts due and owing pursuant to the Merchant Agreement between you and Zavee. Except to the extent relating to amounts payable to or by Zavee in its individual capacity, Zavee makes all such transfers in a representative capacity, as agent for a Merchant, a Shopper or a Cause, as the case may be, and you expressly grant Zavee the right and power to act in such capacity.

You hereby authorize and permit Zavee to use and store information submitted by you to the Service (such as bank account and routing numbers) to accomplish the foregoing and to configure the Service so that it is compatible with third party payment gateways selected by Zavee to manage payments and receipts.

Zavee's Intellectual Property Rights

The contents of Zavee.com, including its "look and feel" (e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs), databases and other material are protected under both United States and other applicable copyright, trademark and other laws. The contents of Zavee.com belong or are licensed to Zavee or its software or content suppliers. Zavee grants you the right to view and use Zavee.com subject to these terms. You may download or print a copy of information provided on Zavee.com for your personal, internal and non-commercial use only. Any distribution, reprint or electronic reproduction of any content from Zavee.com in whole or in part for any other purpose is expressly prohibited without our prior written consent, except that Merchant and Causes may (a) refer to their Zavee membership in any promotional materials or other communications in any medium; (b) link to Zavee.com on their Web sites; (c) use the Zavee trademark in connection with activities permitted in clauses (a) and (b) provided that such use conforms to the Zavee Style Manual.

Access and Interference

You agree that you will not:

• Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor Zavee.com or any portion of Zavee.com, without Zavee's express written consent, which may be withheld in Zavee's sole discretion;
• Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search Zavee.com, other than the search engines and search agents available through the Service and other than generally available third-party web browsers;
• Post or transmit any file which contains viruses, worms, Trojan horses or any other contaminating or destructive features, or that otherwise interfere with the proper working of Zavee.com or the Service; or
• Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of Zavee.com or the Service.

Rules for Posting

As part of the Service, Zavee allows Members to post reviews and to send public and private messages to other Members. You agree in posting content to follow certain rules.

• You are responsible for all content you submit to Zavee.com.
• By submitting content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, modify, display, and perform all or any portion of the content in connection with Zavee.com and our business, including without limitation for promoting and redistributing part or all of the site (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User a non-exclusive license to access your posted content through Zavee.com, and to use, reproduce, distribute, prepare derivative works of, display and perform such content as permitted through the functionality of Zavee.com and under this Agreement.
• You may not post or transmit any message which is libelous or defamatory, or which discloses private or personal matters concerning any person. You may not post or transmit any message, data, image or program that is indecent, obscene, pornographic, harassing, threatening, abusive, hateful, racially or ethnically offensive; that encourages conduct that would be considered a criminal offense, give rise to civil liability or violate any law; or that is otherwise inappropriate.
• You may not post or transmit any message, data, image or program that would violate the property rights of others, including unauthorized copyrighted text, images or programs, trade secrets or other confidential proprietary information, and trademarks or service marks used in an infringing fashion.
• You may not interfere with other Users' use of the Service, including, without limitation, disrupting the normal flow of dialogue in an interactive area of Zavee.com, deleting or revising any content posted by another person or entity, or taking any action that imposes a disproportionate burden on the Service infrastructure or that negatively affects the availability of the Service to others.
• Except where expressly permitted, you may not post or transmit charity requests; petitions for signatures; franchises, distributorship, sales representative agency arrangements, or other business opportunities (including offers of employment or contracting arrangements); club memberships; chain letters; or letters relating to pyramid schemes. Except for Merchants, Users may not post or transmit any advertising, promotional materials or any other solicitation of other users to use goods or services.
• You agree that any employment or other relationship you form or attempt to form with an employer, employee, or contractor whom you contact through areas of Zavee.com that may be designated for that purpose is between you and that employer, employee, or contractor alone, and not with us.
• You may not copy or use personal identifying or business contact information about other Users without their permission, except that every Merchant grants every Shopper the right to copy and use the information that appears on such Merchant's profile page on Zavee.com. Unsolicited e-mails, mailings, telephone calls, or other communications to individuals or companies whose contact details you obtain through the Service are prohibited.

Disclaimer of Representations and Warranties

THE CONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH ZAVEE.COM OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN "AS-IS" AND "AS AVAILABLE" BASIS. ZAVEE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF ZAVEE.COM OR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

ZAVEE MAKES NO REPRESENTATIONS, WARRANTIES OR GUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY OR COMPLETENESS OF THE CONTENT ON ZAVEE.COM OR OF THE SERVICE (WHETHER OR NOT SPONSORED), AND EXPRESSLY DISCLAIMS ANY WARRANTIES OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. ZAVEE MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BE AVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODE OR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVE PROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITOUSLY INTERCEPT OR EXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION.

Limitations on Zavee's Liability

ZAVEE SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO ZAVEE.COM, YOUR USE OF THE SERVICE OR THIS AGREEMENT, EVEN IF ZAVEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ZAVEE'S LIABILITY TO YOU FOR ANY CAUSE WHATEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

Your Indemnification of Zavee

You shall defend, indemnify and hold harmless Zavee and its officers, directors, members, and employees, and all affiliates thereof, from and against all claims and expenses, including but not limited to attorneys fees, in whole or in part arising out of or attributable to any breach of this Agreement by you.

Ending Your Relationship with Zavee

This Agreement will continue to apply until terminated by either you or Zavee as set out below. If you want to terminate your legal agreement with Zavee, you may do so by closing your account for the Service, except that a Merchant will remain bound by the terms of the Merchant Agreement between such Merchant and Zavee.

Zavee may at any time, terminate its legal agreement with you:

• if you have breached any provision of this Agreement (or have acted in a manner which clearly shows that you do not intend to, or are unable to comply with the provisions of this Agreement);
• if Zavee in its sole discretion believes it is required to do so by law (for example, where the provision of the Service to you is, or becomes, unlawful);
• immediately upon notice, to the e-mail address provided by you as part of your Member Data; or
• in the case of a Merchant, as provided in the Merchant Agreement between such Merchant and Zavee.

Modifications

Zavee may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Zavee.com site. In addition, the Agreement will always indicate the date it was last revised. You are deemed to accept and agree to be bound by any changes to the Agreement when you use the Service after those changes are posted.

Disputes, Governing Law and Forum

All questions or disputes regarding the Service including, without limitation, questions or disputes regarding eligibility of cash back rewards for accrual or redemption, must be submitted in writing within ninety (90) days of the Qualifying Transaction, to Zavee at: Customer Service, Zavee LLC, 455 NW 35th Street, Suite 100, Boca Raton, FL 33431. Any such disputes shall be resolved by Zavee at its sole discretion. All interpretations of this Agreement and any other terms and conditions of the Service shall be at the sole discretion of Zavee. In the event that an error is made by Zavee, your sole remedy shall be the credit of the disputed cash back reward to your Zavee account.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction for any action or proceeding arising out of or related to these Terms and Conditions shall be in an appropriate state or federal court located in the City of Boca Raton, County of Palm Beach, State of Florida and the parties unconditionally waive their respective rights to a jury trial. Any cause of action you may have with respect to your use of the Service must be commenced within one year after the claim or cause of action arises.

Miscellaneous

If any portion of this Agreement is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, this Agreement as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of this Agreement that is unlawful, void or unenforceable shall be stricken from this Agreement.

You agree that if Zavee does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Zavee has the benefit of under any applicable law), this will not be taken to be a formal waiver of Zavee's rights and that those rights or remedies will still be available to Zavee.

All covenants, agreements, representations and warranties made in this Agreement shall survive your acceptance of this Agreement and the termination of this Agreement.

This Agreement represents the entire understanding and agreement between you and Zavee regarding the subject matter of the same, and supersedes all other previous agreements.