TERMS OF SERVICE

Last updated: June 1, 2022

I. OVERVIEW

Zerv, Inc. (“Zerv”, “we”, “us”) owns and operates the websites located at http://www.zervaccess.com/ and any other web-based and mobile applications, that we (or our affiliates) may make available to you now or in the future (collectively, the “Platform”). Zerv offers the Platform, including all information and content therewith (collectively, the “Content”), products available for purchase (the “Products”) and various professional services (the “Services”) to you, the user (including, without limitation, browsers, vendors, customers, merchants, and/ or contributors of content) conditioned upon your acceptance of all terms, conditions, policies and notices stated or referenced herein (the “Terms of Service”) and compliance with all applicable laws and regulations. Your use of certain features or components of our Platform, access to certain Services or your ability to purchase Products may be limited to those users that have registered an account with us.

Please read these Terms of Service carefully before accessing or using our Platform. By accessing or using any part of the Platform, you hereby accept and agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of these Terms of Service, then you may not use or access the Platform (including the Content) or purchase any Services or Products. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features, tools or services which are added to the current Platform shall also be subject to these Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our Platform. Any such changes will be effective as of the date of posting. It is your responsibility to check this page periodically for changes. Your continued use of or access to the Platform (including the Content) or purchase of any Services or Products following the posting of any changes constitutes your acceptance of those changes. Your sole remedy for any disagreements or issues with the Terms of Service is to immediately discontinue your use of the Platform (including the Content, Services and Products).

By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use the Platform.

II. OFFERINGS

We offer certain Products, Services and Content to you through our Platform. Our Platform is currently available only to individuals who are at least eighteen (18) years of age or older (or at least the age of majority in their jurisdiction of residence).

III. CONTENT

Our Platform may also contain Content, which includes, but is not limited to, information regarding our Products and Services and other information (whether in text, audio, graphics, and/or video) provided by Zerv, third parties, or other users. You may access and use the Content on the Platform only as permitted under these Terms of Service and the Privacy Policy. You agree that you will not use, copy or distribute any of the Content other than as expressly provided herein

IV. YOUR OBLIGATIONS; YOUR REPRESENTATIONS AND WARRANTIES

In addition to any other obligations set forth in these Terms of Service, you understand and agree that you are solely responsible for maintaining the security of your account. You are also solely and fully responsible for all activities that occur under your username and any other actions taken in connection with your account. You agree to immediately notify us in writing of any unauthorized use of this Platform or any other breaches of security. You acknowledge and agree that we will not be liable for any acts or omissions by you, including any loss or damage of any kind incurred as a result of such acts or omissions.

You are solely responsible for providing and maintaining at your own expense, appropriate technological capabilities to use the Platform, and access the Services or purchase Products, including but not limited to, a device with a video camera and Internet access. You shall submit only truthful, complete, and accurate information through the Platform. We reserve the right to change the access configuration, including any software, hardware or other requirements at any time and without prior notice.

In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the Platform, or its Content: (a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information; (g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Platform or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Platform or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Platform (and any Service) for violating any of the prohibited uses.

V. THIRD PARTIES; THIRD-PARTY LINKS

You acknowledge and understand that certain of Zerv’s shareholders, directors, officers, employees, contractors or agents may have a financial interest in one or more third parties providing the Services or Products, and may profit from your use and/or the sale of such Services and Products.

Third-party links on the Platform may direct you to a third-party website that is not affiliated with us (“Third-Party Platform”). We are not responsible for examining or evaluating the content or accuracy of the information available on Third-Party Platforms, and we do not warrant and will not have any liability or responsibility for any third-party materials or information contained on a Third-Party Platform, or for any other materials, products, or services of third parties.

You understand and agree that we will not be liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third party. Please carefully review the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns or questions regarding third-party products should be directed to the applicable third party.

VI. INTELLECTUAL PROPERTY; LICENSES
1. Zerv Intellectual Property

Subject to these Terms of Service, you are hereby granted a non-transferable, non-exclusive, limited, revocable license to use the software and access the Content provided to you through the Platform. As between you and Zerv, you understand and agree that all Content (except for Your Content) displayed on our Platform, or otherwise used in any messages to you, is our exclusive property. Except as permitted herein, any use of the Content (except for Your Content), including reproduction for purposes other than those permitted above, modification, distribution, republishing, transmission, display or performance is strictly prohibited.

2. Your Content and Feedback

You grant us a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sublicensable and transferable right and license to Your Content to use, reproduce, communicate, distribute, share, copy, modify, delete in its entirety, edit, adapt, publish, translate, publicly display, publicly perform, use, create derivative works from and/or sell and/or distribute Your Content and/or incorporate Your Content into any form, medium or technology throughout the world without compensation to you. This license will survive the termination of these Terms of Service.

You understand and agree that any ideas, suggestions, knowhow, improvements, comments, or other feedback (collectively, “Feedback”) that you submit to us, whether by posting Your Content on our Platform or through any other communication or means, will be the exclusive property of Zerv. To the extent you own any rights in the Feedback, you agree to assign and hereby do assign to us all right, title and interest in and to the Feedback. You agree to perform all acts reasonably requested by us to perfect and enforce such rights.

VII. TERMINATION

Zerv may terminate your access to the Platform or any of the Services at any time and for any reason, including, without limitation, your breach of any of the Terms of Service. Upon termination, your access to the Platform and the terminated Services will immediately cease but you will remain liable for all amounts due up to and including the date of termination (including amounts due for Products purchased prior to such termination). The disclaimers, limitations of liabilities, releases and waivers set forth in these Terms of Service shall survive any such termination.

You may also terminate these Terms of Service at any time by notifying us that you no longer wish to use the Platform, or our Services, or when you cease using the Platform or the Services.

VIII. Disclaimer of Warranties

ALL PRODUCTS AND SERVICES, THE PLATFORM AND CONTENT ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” Zerv, DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, durability, title, OR NON-INFRINGEMENT. Zerv DOES NOT WARRANT OR GUARANTEE THAT THE CONTENT, PRODUCTS, SERVICES OR THE PLATFORM ARE or will be accurate, complete, reliable, current or error-free, or that this Platform, or any other software, technology or servers used in the delivery of the PLATFORM (AND ITS CONTENT), THE PRODUCTS OR THE SERVICES are free of any viruses or other harmful componentS.

You agree that when you view, download or otherwise obtain content from or through the PLATFORM, OR BY usING the Services or a PRODUCT, you do so at your own risk, and that you will be wholly responsible for your use of the foregoing and any loss of data, damages to your computer system or mobile device, or any other harm that may result from SUCH USE. Further, you understand that the content AND OTHER INFORMATION available TO YOU and the technology used to formulate and deliver SUCH CONTENT AND INFORMATION, may contain errors, bugs, problems or other limitations, and that youR use OF such information and content IS at your own risk and should not rely upon it without verification.

IX. LIMITATION OF LIABILITY

Zerv, including its OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, (COLLECTIVELY, THE “Zerv PARTIES”) WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM, THE CONTENT, OR ANY OF THE SERVICES OR PRODUCTS. TO THE FULLEST EXTENT PERMITTED BY LAW, THE Zerv PARTIES SHALL NOT HAVE ANY LIABILITY, ON ANY LEGAL BASIS WHATSOEVER, TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, ARISING OUT OF OR RELATING TO YOUR USE OF THE PLATFORM, CONTENT, PRODUCTS AND SERVICES, EVEN IF THE Zerv PARTIES WERE ADVISED OF OR WERE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE Zerv PARTIES’ LIABILITY SHALL NOT EXCEED THE AMOUNT YOU HAVE PAID FOR PRODUCTS AND SERVICES IN THE SIX (6) MONTHS PRECEDING THE DATE OF THE EVENT THAT IS THE BASIS FOR THE CLAIM. Some jurisdictions do not allow certain limitations or exclusions of damages, so some of the foregoing disclaimers and limitations may not apply to you.

YOU AGREE THAT YOU MUST BRING ANY CLAIMS ARISING IN CONNECTION WITH YOUR USE OF THE PLATFORM OR CONTENT WITHIN ONE (1) YEAR OF THE DATE OF THE EVENT GIVING RISE TO SUCH ACTION OCCURRED.

X. INDEMNIFICATION

You agree to indemnify, defend and hold harmless the Zerv Parties from any and all third party suits, actions, claims, proceedings, damages, settlements, judgments, injuries, liabilities, obligations, losses, risks, costs, and expenses (including, without limitation, attorneys’ fees and litigation expenses) relating to or arising from your use of the Platform, or your breach of these Terms of Service (including any referenced policies of notices),or your violation of any law or the rights of a third party.

XI. PRIVACY POLICY

Zerv respects your privacy and understands the importance of confidentiality and privacy of your personal information. Please review our Privacy Policy for information regarding how we may collect, use and disclose your personal information. The Privacy Policy is hereby incorporated by reference into these Terms of Service.

XII. Electronic communications

In connection with your access or use the Services, including the Platform, you hereby consent to receive electronic communications from us, whether through email or through the Platform, or other electronic means. You hereby agree that such electronic communications will satisfy any legal requirement that such communications be in writing and are deemed to be given on the date transmitted to you.

XIII. GOVERNING LAW

These Terms of Service shall be governed by and construed in accordance with the laws of the State of Delaware

XIV. Third-party beneficiaries

Any use of third-party software (or associated third-party products or services) shall be governed by the applicable party’s license or terms of use, and not by these Terms of Service. In addition to this Agreement, your use of the Service and the Platform (and the Content) must comply with all applicable third-party terms of use.

Except as expressly set forth herein (e.g., with respect to disclaimers and indemnification in favor of the Zerv Parties), the parties agree that there are no third party beneficiaries of these Terms of Service.

XV. GENERAL TERMS

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms of Service.

In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service shall not create any partnership, joint venture, employment, or other agency relationship between you and Zerv.

These Terms of Service and any policies or operating rules referenced or posted by us on the Platform constitutes the entire agreement and understanding between you and us and supersedes any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).      

Zerv may, in its sole discretion, transfer, its contractual rights and obligations set forth in these Terms of Service to any affiliate of Zerv or to another third party in the event that some or all of the Zerv’s business is transferred to a third party by way of merger, sale of its assets or otherwise. You may not assign any of your rights hereunder, and any such attempt by you will be deemed null and void.

XVI. CONTACT INFORMATION

Questions about the Terms of Service should be sent to us by emailing us at contact@zervinc.com or by mail at 4117 Hillsboro Pike, Ste. 103-525, Nashville, TN 37215

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