Beta User Terms of Service

 Last Updated:  December 28, 2023

This Beta User General Terms of Service (“General Terms” or “Agreement”) is a legal agreement between you (“you,” “your”) and ZAPXY, Inc. (”ZAP,” “Zap”, “we,” “our” or “us”) and govern your use of ZAP’s services, including mobile applications, websites, software, hardware, and other products and services (collectively, the “Services”). If you are using the Services on behalf of a business, you represent to us that you have authority to bind that business or entity to these terms, and that business accepts these terms. By using any of the Services, you agree to these General Terms and our Privacy Notice, including terms that limit our liability and require individual arbitration for any potential legal dispute.  You also agree to any additional terms specific to Services you use (“Additional Terms”), such as those listed below that may be amended from time to time and posted to our website, and which shall become part of your agreement with us (collectively, the “Terms”). You should read all of our Terms carefully.

Merchant hereby authorizes and appoints ZAP Inc. as its agent to receive and process payments on Merchant’s behalf.  

WHEREAS:

  1. ZAP has developed a mobile payment product that includes modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("Software").

  2. ZAP desires that the Software be tested prior to general release.

  3. “Beta” or “BETA” is defined as software that is not of general release and is undergoing testing and has not yet been officially released as such it may have minor bugs or need modification.

  4. You wish to serve as a Beta tester for such Software;

NOW, THEREFORE, in consideration of the mutual covenants and premises herein contained, the parties hereto agree as follows:

1. Beta Agreement

  1. ZAP grants you a non-exclusive, non-transferable license to use the Software on a single mobile device solely for Beta testing and Beta use from effective date of Agreement until two (2) days after official release date of the products(s), subject to the term and conditions below.

  2. In consideration for receiving a copy of the Software for testing, you agree to serve as a "Beta user" for the Software and will notify ZAP of all problems and ideas for enhancements which come to your attention during the period of this Agreement.

  3. You hereby assign to ZAP all right, title and interest to any enhancements referred to in section 1(c) above and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. 

  4. You agree that Software is the sole property of ZAP until it is officially released and includes valuable trade secrets of ZAP. You agree to treat Software as confidential and will not without the express written authorization of ZAP:

    • Demonstrate, copy, sell or market Software to any third party; or 

    • Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.

  5. Software is prerelease code and is not at the level of performance or compatibility of a final, generally available product offering. Software may not operate correctly and may be substantially modified prior to first commercial shipment or withdrawn. Software is provided "AS IS" without warranty of merchantability, fitness for a particular purpose or non-infringement. The entire risk arising out of the use or performance of Software remains with you. In no event shall ZAP be liable for any damage whatsoever arising out of the use of or inability to use Software, even if ZAP has been advised of the possibility of such damages.

  6. Upon completion of the Beta test you agree to provide material, statistics, or information that ZAP does not deem confidential for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by ZAP. You agree to provide a quote to ZAP that may be used in a press release.

  7. This Agreement constitutes the entire and only agreement between you and ZAP for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made.

  8. Failure of ZAP to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.

2. Personal Information

With respect to any Proprietary Information that constitutes personal data, personal information, personally identifiable information or similar information under applicable privacy or data security laws (collectively, “Personal Information”), We will not (a) sell Personal Information or (b) retain, use or disclose Personal Information for any purpose other than the specific purpose of providing the Services.  For the avoidance of doubt, the foregoing prohibits us from “selling” Personal Information, as defined in the California Consumer Privacy Act of 2018 (as amended, the “CCPA”), and from retaining, using, or disclosing Personal Information outside of the direct business relationship between ZAP and You, or for a “commercial purpose” (as defined in the CCPA).  
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You also consent to ZAP Privacy Notice, which further explains how we collect, use and protect the personal information you provide to us.

3. ZAP Account Registration

You must open an account with ZAP (a “ZAP Account”) to use the Services. During registration we will ask you for information, which may include but is not limited to, your name and other personal information. You must provide accurate and complete information in response to our questions, and you must keep that information current. You are fully responsible for all activity that occurs under your ZAP Account, including for any actions taken by persons to whom you have granted access to the ZAP Account. We reserve the right to change the account type, suspend or terminate the ZAP Account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

4. Account Information

You represent and warrant that you own the email or mobile phone number you register with and all information entered or collected in the course of creating your ZAP Account and any information you subsequently add or update from your settings (“Account Information”) is true and accurate.
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You hereby authorize ZAP, directly or through third parties, to make any inquiries we consider necessary to validate your identity or authenticate your identity and Account Information.  This may include asking you for further information or documentation about your Account usage or identity, requiring you to take steps to confirm ownership of your email address, mobile phone number or financial instruments, or verifying your information against third-party databases or other sources.  In connection with your use of the Service, you may not refuse to (a) cooperate in an investigation regarding your activity that potentially violates the law or the Terms, (b) provide confirmation of your identity, or (c) provide confirmation of any information you provide us.

5. Consent to Share Personal Information (Including Account Information)

By accepting this Agreement, you consent to ZAP’s disclosure of your personal information (including bank account information) to our financial Institutions or other third parties for the following purposes:

  1. As necessary for financial institutions to complete money transfers between you and Approved Merchants;

  2. As necessary to resolve a problem related to a transfer or payment between you and an Approved Merchant; 

  3. To verify the validity of your bank account;

  4. To verify the validity of your debit card;

  5. To comply with government agency or court orders;

  6. To our affiliates, as permitted by law, including without limitation the USA PATRIOT Act;

  7. To comply with inquiries in connection with fraud prevention or any investigation;

  8. For our general internal business purposes, including without limitation data analysis and audits; or

  9. As otherwise permitted by the terms of our Privacy Notice.

6. Restrictions

You may not, nor may you permit any third party, directly or indirectly, to:

  1. export the Services, to any country outside of the United States of America, this means should you leave the country, you must suspend your account and account access and delete the app from your phone. You agree to fully comply with US law and US Export Administration Regulations (15 C.F.R. Chapter VII);

  2. engage in any activity that may be in violation of regulations administered by the United States Department of the Treasury’s Office of Foreign Asset Control (31 C.F.R. Parts 500-599). Prohibited activity includes but is not limited to the provision of Services to or for the benefit of a jurisdiction, entity, or individual blocked or prohibited by relevant sanctions authorities, including but not limited to activities in Iran, Cuba, North Korea, Russia, Syria, or the Crimean Region of the Ukraine. If found to be in apparent violation of these restrictions, your account will be terminated, and your funds could be held for an indefinite period of time;

  3. access or monitor any material or information on any ZAP system using any manual process or robot, spider, scraper, or other automated means;

  4. use any work-around, bypass, or circumvent any of the technical limitations of the Services, use any tool to enable features or functionalities that are otherwise disabled in the Services, or decompile, disassemble or otherwise reverse engineer the Services;

  5. perform or attempt to perform any actions that would interfere with the proper working of the Services, prevent access to or use of the Services by our other customers, or impose an unreasonable or disproportionately large load on our infrastructure;

  6. copy, reproduce, alter, modify, create derivative works, publicly display, republish, upload, post, transmit, resell or distribute in any way material, information or Services ZAP;

  7. use and benefit from the Services via a rental, lease, timesharing, service bureau or other arrangement;

  8. transfer any rights granted to you under these General Terms;

  9. use the Services for the sale of firearms, firearm parts, ammunition, weapons or other devices designed to cause physical harm or any U.S. federally illicit drugs;

  10. use the Services for terrorist funding, money laundering, illegal gambling, any other illegal activity or goods, or that in any way exposes you, other ZAP users, our partners, or ZAP to harm; or

  11. otherwise use the Services except as expressly allowed under these Terms. If we reasonably suspect that your ZAP Account has been used for an unauthorized, illegal, or criminal purpose, you give us express authorization to share information about you, your ZAP Account, and any of your transactions with law enforcement.

7. Compatible Mobile Devices and Third-Party Carriers

ZAP is in BETA and we do not warrant that the Services will be compatible with your mobile device or carrier. Your use of the Services may be subject to the terms of your agreements with your mobile device manufacturer or your carrier. You may not use a modified device to use the Services if the modification is contrary to the manufacturer’s software or hardware guidelines, including disabling hardware or software controls—sometimes referred to as “jail broken.”

8. Your Content

The Services may include functionality for uploading or providing suggestions, recommendations, feedback, stories, photos, documents, logos, products, loyalty programs, promotions, advertisements and other materials or information (“Content”).
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You grant us and our subsidiaries, affiliates, and successors a worldwide, non-exclusive, royalty-free, fully-paid, transferable, irrevocable, perpetual, and sub-licensable right to use, reproduce, modify, adapt, publish, prepare derivative works of, distribute, publicly perform, and publicly display your Content throughout the world in any media for any reason, including to provide, promote, and/or incorporate into the Services. You retain all rights in your Content, subject to the rights you granted to us in these General Terms.
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You will not upload or provide Content or otherwise post, transmit, distribute, or disseminate through the Services any material that: (a) is false, misleading, unlawful, obscene, indecent, lewd, pornographic, defamatory, libelous, threatening, harassing, hateful, abusive, or inflammatory; (b) encourages conduct that would be considered a criminal offense or gives rise to civil liability; (c) breaches or infringes any duty toward or rights of any person or entity, including rights of publicity, privacy or intellectual property; (d) contains corrupted data or any other harmful, disruptive, or destructive files; (e) advertises products or services competitive with ZAP’s or its partners’ products and services, as determined by us in our sole discretion; or (f) in our sole judgment, is objectionable, restricts or inhibits any person or entity from using or enjoying any portion of the Services, or which may expose ZAP, its affiliates or its customers to harm or liability of any nature.
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Although we have no obligation to monitor any Content, we have absolute discretion to remove Content at any time and for any reason without notice. ZAP may also monitor such Content to detect and prevent fraudulent activity or violations of ZAP’s General Terms. You understand that by using the Services, you may be exposed to Content that is offensive, indecent, or objectionable. We take no responsibility and assume no liability for any Content, including any loss or damage to any of your Content.

9. Security

We have implemented technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You provide your personal information at your own risk.
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You are responsible for safeguarding your password and for restricting access to the Services from your compatible mobile devices and computer(s). You will immediately notify us of any unauthorized use of your password or ZAP Account or any other breach of security. Notwithstanding Sections 22 and 23, in the event of any dispute between two or more parties as to account ownership, we will be the sole arbiter of such dispute in our sole discretion. Our decision (which may include termination or suspension of any ZAP Account subject to dispute) will be final and binding on all parties.

10. Communications

You consent to accept and receive communications from us, including e-mail, text messages, calls, and push notifications through the ZAP Software and to the cellular telephone number you provide to us when you sign-up for a ZAP account or update the contact information associated with your account. Such communications may include, but are not limited to requests for secondary authentication, receipts, reminders, notifications regarding updates to your account or account support, and marketing or promotional communications. You acknowledge that you are not required to consent to receive promotional texts or calls as a condition of using the Services. Call and text message communications may be generated by automatic telephone dialing systems. Standard message and data rates applied by your cell phone carrier may apply to the text messages we send you.
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You may opt-out of receiving promotional email communications we send to you by following the unsubscribe options on such emails. You may opt out of any promotional phone calls by informing the caller that you would not like to receive future promotional calls.

11. Payment Services

ZAP is a “payment processor” pursuant to 31 CFR §1010.100(ff)(5)(ii)(B). We are not a bank and do not provide banking services.  We provide a payment service that enables you as the ZAP Account holder to pay for a product or service to only ZAP approved merchants (“Approved Merchants”). You agree not to pay any unreproved Merchants.

You agree to be financially responsible for all charges made through your ZAP Account, even if it is used by another person; except when fraud is proven, as determined by ZAP or a federal or state court. You agree to empower ZAP to debit funds from your bank account, debit card or credit card to pay on your behalf for all charges used in association with your ZAP Account.
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Should funds be unavailable at the time of collection, you agree that ZAP or its affiliates will (1) charge an insufficient funds fee at the highest rate allowed by the law in your state; and (2) charge collection costs associated with the collection of money due. This may mean that ZAP or its affiliates will deduct these fees from your ZAP Account or your linked bank account.

12. Modification and Termination

We may terminate these General Terms or any Additional Terms, or suspend or terminate your ZAP Account or your access to any Service, at any time for any reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on Services or any feature or aspect of a Service. We will take reasonable steps to notify you of termination or these other types of Service changes by email or at the next time you attempt to access your ZAP Account. 

13. Effect of Termination

If these General Terms or your ZAP Account is terminated or suspended for any reason: (a) the license and any other rights granted under these Terms will end, (b) we may (but have no obligation to: delete your information and account data stored on our servers, and (c) we will not be liable to you or any third party for compensation, reimbursement, or damages for any termination or suspension of the Services, or for deletion of your information or account data. In addition to any payment obligations under the Payment Terms, the following sections of these General Terms survive and remain in effect in accordance with their terms upon termination: 8 (Your Content),  13 (Effect of Termination), 15 (Ownership), 16 (Intellectual Property Infringement), 17 (Indemnity), 18 (Representations and Warranties), 19 (No Warranties), 20 (Limitation of Liability and Damages), 21 (Third Party Products), 22 (Disputes), 23 (Binding Individual Arbitration), 30 (Governing Law), 25 (Limitation on Time to Initiate a Dispute), 26 (Assignment), and 27 (Other Provisions).

14. Your License

We grant you a limited, non-exclusive, revocable, non-transferable, non-sublicensable license to use the software that is part of the Services, as authorized in these General Terms. We may make software updates to the Services available to you, which you must install to continue using the Services. Any such software updates may be subject to additional terms made known to you at that time.

15. Ownership

We reserve all rights not expressly granted to you in these General Terms. We own all rights, title, interest, copyright and other Intellectual Property Rights (as defined below) in the Services and all copies of the Services. These General Terms do not grant you any rights to our trademarks or service marks.

For the purposes of these General Terms, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights, and other intellectual property rights that may exist now or come into existence in the future, and all of their applications, registrations, renewals and extensions, under the laws of any state, country, territory or other jurisdiction.

You may submit comments or ideas about the Services (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited, and without restriction, that it will not place us under any fiduciary, confidentiality or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

16. Intellectual Property Infringement

The Software is our exclusive intellectual property.  You agree not to modify, alter, tamper with, repair, copy, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the software or any third party materials or technology, or otherwise create any derivative works from any of the software or third party materials or technology. You acknowledge that all rights, title and interest to our software are owned by ZAP, Inc.

17. Indemnity

You will indemnify, defend, and hold us and our processors (and our respective employees, directors, agents, affiliates and representatives) harmless from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys’ fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Services; (c) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (d) your violation of any law, rule or regulation of the United States or any other country; and (e) any other party’s access and/or use of the Services with your unique name, password or other appropriate security code.

18. Representations and Warranties

You represent and warrant to us that: (a) you are at least eighteen (18) years of age; (b) you are eligible to register and use the Services and have the right, power, and ability to enter into and perform under these General Terms; (c) any information you provide in connection with the Services, including your name, accurately and truthfully represents you; (d) you and all transactions initiated by you will comply with all federal, state, and local laws, rules, and regulations applicable to you; (e) you will not use the Services, directly or indirectly, for any fraudulent undertaking or in any manner so as to interfere with the operation of the Services; and (f) your use of the Services will be in compliance with these Terms.

19. No Warranties

THE USE OF “ZAP” MEANS ZAP, ITS PROCESSORS, ITS SUPPLIERS, AND ITS LICENSORS (AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES, AGENTS, DIRECTORS, AND EMPLOYEES).
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THE SERVICES ARE BETA AND PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, ZAP SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
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ZAP DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES ARE ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
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ZAP does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party. ZAP does not have control of, or liability for, goods or services that are paid for using the Services.

20. Limitations of Liability and Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ZAP BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE. IN ALL CASES, ZAP WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

UNDER NO CIRCUMSTANCES WILL ZAP BE RESPONSIBLE FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR YOUR ZAP ACCOUNT, OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF ZAP IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $500.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ZAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

21. Third-Party Products

All third-party hardware and other products included or sold with the Services are provided solely according to the warranty and other terms specified by the manufacturer, who is solely responsible for service and support for its product. For service, support, or warranty assistance, you should contact the manufacturer directly. ZAP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH THIRD-PARTY PRODUCTS, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR CONDITION OF MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.

22. Disputes

“Disputes” are defined as any claim, controversy, or dispute between you and ZAP, its processors, suppliers or licensors (or their respective affiliates, agents, directors or employees), including any claims relating in any way to these Terms or the Services, or any other aspect of our relationship.

23. Binding Individual Arbitration

You and ZAP agree to arbitrate any and all Disputes by a neutral arbitrator who has the power to award the same individual damages and individual relief that a court can. ANY ARBITRATION UNDER THESE GENERAL TERMS WILL ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, REPRESENTATIVE ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED. YOU WAIVE ANY RIGHT TO HAVE ZAP CASE DECIDED BY A JURY AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION AGAINST ZAP. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision will be severed, and the remaining arbitration terms will be enforced (but in no case will there be a class or representative arbitration). All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator (the “Arbitrator”) administered by the American Arbitration Association (https://www.adr.org) according to this Section and the applicable arbitration rules for that forum. The Arbitrator shall be responsible for determining all threshold arbitrability issues, including issues relating to whether the General Terms and/or Additional Terms (or any aspect thereof) are enforceable, unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel. Subject to applicable jurisdictional requirements, you may elect to pursue your claim in your local small-claims court rather than through arbitration so long as your matter remains in small claims court and proceeds only on an individual (non-class or non-representative) basis. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. If you are a consumer bringing a claim relating to a transaction intended for a personal, household, or family use, any arbitration hearing will occur within the county where you reside. Otherwise, any arbitration hearing will occur in San Francisco, California, or another mutually agreeable location. The arbitrator’s award will be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. While an arbitrator may award declaratory or injunctive relief, the Arbitrator may do so only with respect to the individual party seeking relief and only to the extent necessary to provide relief warranted by the individual party’s claim. An Arbitrator’s decision and judgment thereon will not have a precedential or collateral estoppel effect. ZAP will reimburse the arbitration fees due to the American Arbitration Association for individual arbitrations brought in accordance with this section for all claims totaling less than $10,000 unless the Arbitrator determines that your claims were frivolous. If you prevail on any claim for which you are legally entitled to attorney’s fees, you may seek to recover those fees from the arbitrator. For any claim where you are seeking relief, we will not seek to have you pay our attorney’s fees, even if fees might otherwise be awarded, unless the Arbitrator determines that your claim was frivolous. For purposes of this arbitration provision, references to you and ZAP also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns as well as authorized users or beneficiaries of the Services. Subject to and without waiver of the arbitration provisions above, you agree that any judicial proceedings (other than small claims actions in consumer cases as discussed above) will be brought in and you hereby consent to the exclusive jurisdiction and venue in the state courts in the County of San Mateo, California, or federal court for the Northern District of California.  Notwithstanding the foregoing, ZAP may bring an action for collection of amounts due as well as collection costs and attorney fees, in the County of San Mateo, California and you consent to jurisdiction and venue therein.

24. Governing Law

These General Terms and any Dispute will be governed by California law and/or applicable federal law (including the Federal Arbitration Act), without regard to its choice of law or conflicts of law principles.

25. Limitation on Time to Initiate a Dispute

Any action or proceeding by you relating to any Dispute must commence within 60 days after the cause of action accrues.

26. Assignment

These General Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you and any attempted transfer or assignment will be null and void.

27. Other Provisions

These General Terms, and any applicable Additional Terms or Policies, are a complete statement of the agreement between you and ZAP regarding the Services. In the event of a conflict between these General Terms and any other ZAP agreement or Policy, these General Terms will prevail and control the subject matter of such conflict. If any provision of these General Terms or any Additional Term is invalid or unenforceable under applicable law, then it will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. These General Terms do not limit any rights that we may have under trade secret, copyright, patent, or other laws. No waiver of any term of these General Terms will be deemed a further or continuing waiver of such term or any other term.