Zia Terms and Conditions

Last Updated: June 12, 2023

These ZIA TERMS OF USE (this “Agreement”) govern your use of and access to all information, data, reports, and other content (e.g., blog posts, case studies, master classes, podcasts, webinars, white papers) (collectively “Content”) available via Zia’s website located at https://www.ziaconsulting.com/ and any of our other websites and services on which a link to this Agreement appears (the “Platform”) as well as any additional services, functionality, and resources described on the Platform (the “Services” and, for purposes of this Agreement, the Content and Services are incorporated into the Platform), and are agreed to between Zia Consulting, Inc. and its affiliates (collectively, “Zia”) and you as an individual or, if you are accessing or using the Platform, Content, or Services on behalf of another individual, organization, or entity (“Entity”), that Entity (in either case , “you” or “your”). Unless you have entered into a separate written agreement with Zia regarding the Platform, this Agreement is the complete and exclusive agreement between you and Zia regarding your access to and use of the Platform, Content, and Services and supersedes any oral or written proposal, agreement, or other communication between the parties, regarding your access to and use of the Platform, Content, and Services.

Please carefully read this Agreement. By accessing or using any part of the Platform, Content, or Services, or by clicking a box that states that you accept or agree to this Agreement (e.g., “I agree”), you agree that you have read and agree to enter into and be bound by this Agreement. If you are entering into this Agreement on behalf of an Entity, by accessing or using any part of the Platform, Content, or Services, or by clicking a box that states that you accept or agree to this Agreement, you represent and warrant that you have authority to bind that Entity to this Agreement. If you do not have such authority, do not agree to be bound by this Agreement, or do not meet the qualifications included in this Agreement, Zia is not willing to provide you with access to or use of the Platform, Content, or Services and you must not access or use any part of the Platform, Content, or Services. If you access or use any part of the Platform, Content, or Services, you acknowledge that you meet the qualifications included in this Agreement and agree to be bound by this Agreement.

SECTION 18 OF THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW DISPUTES BETWEEN YOU AND zia ARE RESOLVED. IN PARTICULAR, THE ARBITRATION AGREEMENT IN SECTION 18 WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN YOU AND zia TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. PLEASE SEE SECTION 18 FOR MORE INFORMATION REGARDING THIS ARBITRATION AGREEMENT.

1. Definitions. Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in the United States.
2. Term. This Agreement is entered into as of the earlier of the date you first access or use the Platform, Content, or Services or click a box that states that you accept or agree to this Agreement, and will continue until terminated as set forth herein.
3. Modifications. Zia reserves the right, at any time, to modify the Platform, Content, or Services as well as the terms of this Agreement, whether by making those modifications available on the Platform or by providing notice to you as specified in this Agreement. When changes are made, Zia will make a new copy of this Agreement available on the Platform. Zia will also update the “Last Updated” date at the top of this Agreement. Zia will inform you of the presence of any changes to this Agreement by posting those changes on the Platform or by providing you with notice through the Platform. Any modifications will be effective immediately upon posting on the Platform or delivery of such other notice through the Platform. You may cease using or accessing the Platform, Content, or Services or terminate this Agreement at any time if you do not agree to any modification. However, you will be deemed to have agreed to any and all modifications through your continued use of the Platform, Content, or Services following such notice. PLEASE REGULARLY CHECK THE PLATFORM TO VIEW THE THEN-CURRENT VERSION OF THIS AGREEMENT.
4. Eligibility. The Platform, Content, and Services are intended for use by individuals 18 years of age and older. By accessing or using the Platform, Content, or Services, you represent and warrant that you are at least 18 years of age.
5. Account. You and any person you authorize to access the Platform (each, a “User”) may be permitted or required to establish an account on the Platform (“Account”) before accessing certain portions of the Platform, Content, or Services. If so, the terms of this Section 5 shall apply to you and each of your Users. Approval of any request to establish an Account will be at the sole discretion of Zia. Each Account and the user identification and password for each Account (“Account ID”) is personal in nature. Each Account is for your or your Users’ (as applicable) individual use and each Account ID may be used only by the applicable individual User. You may not distribute or transfer your Account or Account ID or provide a third party with the right to access your Account or Account ID and you will ensure that no User distributes or transfers their Account or Account ID or provides a third party with the right to access their Account or Account ID. You are solely responsible for all use of the Platform, Content, or Services through your Account and your Users’ Accounts. You will ensure the security and confidentiality of each Account ID and will notify Zia immediately if any Account ID is lost, stolen, or otherwise compromised. You are fully responsible and liable for all use of your Account or under your Account ID (whether lawful or unlawful), including all liability and damages incurred therethrough. Any transactions completed through your Account or under your Account ID will be deemed to have been lawfully completed by you. In connection with establishing an Account, you will be asked to submit certain information about yourself (“Registration Information”). You agree that: (1) all Registration Information you provide will be true and complete; and (2) you will maintain and promptly update your Registration Information to keep it accurate and current. You may not: (a) select or use an Account ID of another person with the intent to impersonate that person; and (b) use or an Account ID that Zia, in its sole discretion, deems offensive.
6. Access.
   • To the Platform, Content, or Services. Subject to your compliance with this Agreement, Zia will permit you to access and use the Platform, Content, and Services solely for lawful purposes and only in accordance with the terms of this Agreement. You are solely responsible for obtaining and maintaining all equipment, facilities, and connectivity required to access or use the Platform, in each case as necessary to meet your operational or business requirements based on your particular circumstances.
   • To Third-Party Services. Zia may provide you with the ability to access Software or other products or services developed, provided, or maintained by third-party service providers through the Platform (“Third-Party Services”). Third-Party Services may integrate with, pull Content from, or add Content to the Platform. In addition to the terms of this Agreement, your access to and use of any Third-Party Services is also subject to any other agreement you may agree to before being given access to the Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the terms of this Agreement, but will not apply to any other services or Content you may access through the Platform. Except as set forth in this Agreement, in the event of a conflict between the terms of this Agreement and a Third-Party Service Agreement, the terms of the Third-Party Service Agreement will govern your use of the Third-Party Services to which the Third-Party Service Agreement applies, and this Agreement will govern in all other respects.
7. Feedback. If you provide Zia any feedback or suggestions regarding Zia, the Platform, Content, or Services, or any other products or services of Zia (“Feedback”), you hereby assign to Zia all right, title, and interest in and to the Feedback and agree that Zia shall have the right to use such Feedback and related information in any manner it deems appropriate without a duty of accounting to you. Zia will treat any Feedback you provide to Zia as non-confidential and non-proprietary. You agree that you will not submit to Zia any information or ideas that you consider to be confidential or proprietary.
8. Purchases. In addition to any Content and Services available for no charge through the Platform, you may be offered the opportunity to purchase, subscribe to, or otherwise obtain access to Content, Services, or other products or services through the Platform for an additional fee. Any purchase or subscription will be subject to any terms and conditions displayed in connection with the purchase or subscription in addition to the terms of this Agreement. Unless otherwise indicated on the Platform, purchases or subscriptions made by you through the Platform cannot be exchanged and any fees or charges in connection with those purchases or subscriptions are non-refundable. You agree that all information that you provide in connection with a purchase or other transaction through the Platform will be accurate, complete, and current. You authorize Zia (or a company chosen to act on behalf of Zia) to charge the credit card, debit card, mobile services account, or other payment method provided in connection with any transaction made through your Account on the Platform and agree to honor all charges incurred in connection with any such transaction.
9. Termination. This Agreement may be terminated by either party at any time, in that party’s sole discretion, upon notice to the other party as permitted under this Agreement. Upon termination of this Agreement for any reason: (1) all rights and subscriptions granted to you under this Agreement will terminate; (2) you will immediately cease all use of and access to the Platform and all Content and Services (including all Content you obtained prior to termination); and (3) Zia may, in its sole discretion, delete your Account at any time. Sections 1 (Definitions), 7 (Feedback), 8 (Purchases), 9 (Termination), 11 (Platform Technology), 12 (Ownership), 13 (Representations and Warranties), 14 (Disclaimers), 15 (Indemnity), 16 (Limitation on Liability), 17 (Data Privacy), 18 (Disputes), 19 (Notices), 20 (Linked Sites), and 21 (Additional Terms) will survive any termination of this Agreement.
10. Suspension. Without limiting Zia’s right to terminate this Agreement, Zia may also suspend your access to your Account and the Platform, Content, or Services, with or without notice to you, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by Zia to be inappropriate or detrimental to the Platform, Content, Services, Zia, or any other Zia product, customer, User, or other Platform end user.
11. Platform Technology. The Platform, and the databases, software, hardware, and other technology used by or on behalf of Zia to operate the Platform, and the structure, organization, and underlying data, information, and software code thereof (collectively, the “Technology”), may constitute valuable trade secrets of Zia. You will not, and will not permit any User or other third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, or create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense, or transfer any of your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance, or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
12. Ownership. Zia retains all right, title, and interest, including all IPR, in and to the Technology and any additions, improvements, updates, and modifications thereto. You receive no ownership interest in or to the Technology and you are not granted any right or license to use the Technology itself, apart from your ability to access the Platform under this Agreement. The Zia name, logo, and all product and service names associated with the Platform, Content, and Services are trademarks of Zia and its licensors and providers and you are granted no right or license to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information, or intangible property throughout the world, including any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
13. Representations and Warranties. You represent and warrant to Zia that: (1) you have the legal right and authority to enter into this Agreement; (2) this Agreement forms a binding legal obligation on your behalf; (3) you have the legal right and authority to perform your obligations under this Agreement and to grant the rights and licenses described in this Agreement; and (4) your use of and access to the Platform, Content, and Services, will comply with all applicable laws, rules, and regulations and will not cause Zia itself to violate any applicable laws, rules, or regulations.
14. Disclaimers. Except as expressly provided in the applicable eula with respect to the software only: (1) THE PLATFORM, CONTENT (including software, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”; (2) Zia AND ITS PROVIDERS DO NOT WARRANT OR GUARANTEE THE ACCURACY, COMPLETENESS, ADEQUACY, OR CURRENCY OF ANY CONTENT (including any software) OR SERVICES AND DO NOT ENDORSE THE VIEWS OR OPINIONS THAT MAY BE EXPRESSED OR PROVIDED THROUGH THE PLATFORM; and (3) Zia AND ITS PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO THE technology (including the PLATFORM), CONTENT (including software), SERVICES, AND THIS AGREEMENT, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Zia, ITS EMPLOYEES, PROVIDERS, OR AGENTS, or the platform WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS SECTION (if any) or in the applicable eula (if any), with respect to the software only.
15. Indemnity. You hereby agree to indemnify, defend, and hold harmless Zia and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, users (including Users), customers, providers, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Parties arising in any manner from: (1) your access to or use of the Platform, Content, or Services; (2) any Content that you provide through the Platform; and (3) your breach of any representation, warranty, or other provision of this Agreement. Zia will provide you with notice of any such claim or allegation, and Zia will have the right to participate in the defense of any such claim at its expense.
16. Limitation on Liability. Zia will not BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN CONNECTION WITH OR OUT OF THE USE OF or access to THE technology (including the PLATFORM), CONTENT, OR SERVICES, EVEN IF Zia HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, or ANY LOSS OF OPPORTUNITY, REVENUES, OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. Zia’s TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND zia’s provision of the technology (including the platform) and all content and SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (1) the total amount actually paid by you to Zia for use of or access to the platform IN THE 3-MONTH PERIOD immediately PRECEDING THE EVENT first GIVING RISE TO the LIABILITY, AND (2) $100. you agree THAT Zia WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, Zia’s LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
17. Data Privacy. Zia’s current privacy policy is located at: https://www.ziaconsulting.com/privacy-policy/ (“Privacy Policy”). Please review the Privacy Policy to learn about what personal information Zia may collect about you; how Zia may use that personal information; and with whom Zia may share that personal information.
18. Disputes.
    • Agreement to Arbitrate. Except as otherwise provided in Section 2, the parties will attempt to resolve all disputes, controversies, or claims arising under, out of, or relating to this Agreement, including the formation, validity, binding effect, interpretation, performance, breach, or termination of this Agreement and the arbitrability of the issues submitted to arbitration hereunder and non-contractual claims relating to this Agreement (each, a “Dispute”), in accordance with the procedures set forth in this Section. Except as otherwise provided in Section 18.2, if any Dispute cannot be resolved through negotiations between the parties within 5 days of notice from one party to the other of the Dispute, either party may submit such Dispute for final settlement through binding arbitration under the Rules of the American Arbitration Association (“AAA”) then in effect (the “Rules”). Either party may commence the arbitration by delivering a request for arbitration as specified in the Rules. The arbitration will be conducted before a sole neutral arbitrator selected by agreement of the parties. If the parties cannot agree on the appointment of a single arbitrator within 30 days after either party to this Agreement delivers a request for arbitration (the “Initial Period”), a neutral arbitrator will be selected as provided in the Rules. The arbitration will be conducted exclusively in the English language at a site specified by Zia in Denver, Colorado, U.S.A. The arbitrator will apply the law set forth in Section 18.3 to any such arbitration and shall have the power to award any remedy available at law or in equity; provided, however, that the arbitrator shall have no jurisdiction to amend this Agreement or grant any relief not permitted herein or beyond the relief permitted herein. The award of the arbitrator will be the exclusive remedy of the parties for all claims, counterclaims, issues, or accountings presented or plead to the arbitrator. The award of the arbitrators will require the non-prevailing party to pay the prevailing party’s costs, fees, and expenses (including attorneys’ fees). Judgment upon the award may be entered in any court or governmental body having jurisdiction thereof. Any additional costs, fees, or expenses incurred in enforcing the award may be charged against the party that resists its enforcement.
    • Exception to Arbitration. You agree that if Zia reasonably believes you have, in any manner, violated or threatened to infringe Zia’s IPR, then Zia may seek emergency, preliminary, or other appropriate interim relief in the state or federal courts located in Denver, Colorado, U.S.A.
    • Governing Law and Venue. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations, or other proceedings hereunder, will be governed in all respects exclusively by the laws of the State of Colorado, U.S.A. as such laws apply to contracts between Colorado residents performed entirely within Colorado without regard to the conflict of laws provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement, and the parties hereby disclaim the application thereof. Subject to Section 1, each party will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state court in Denver, Colorado, U.S.A., and you irrevocably submit to the personal jurisdiction and venue of any such court in any such action or proceeding brought in such courts by Zia.
19. Notices. Unless otherwise specified in this Agreement, any notices required or allowed under this Agreement will be provided to Zia by postal mail to the address for Zia listed on the Platform. Zia may provide you with any notices required or allowed under this Agreement by sending you an e-mail to any e-mail address you provide to Zia in connection with your Account, provided that in the case of any notice applicable both to you and other users of the Platform, Zia may instead provide such notice by posting on the Platform. Notices provided to Zia will be deemed given when actually received by Zia. Unless otherwise specified in this Agreement, notice provided to you will be deemed given 24 hours after posting to the Platform or sending via e-mail, unless (as to e-mail) the sending party is notified that the e-mail address is invalid.
20. Linked Sites. The Platform, Content, or Services may contain links to third-party sites or Content or Services that are not under the control of Zia. If you access any third-party site or Content or Services from the Platform, then you do so at your own risk. Zia is not responsible for any content or services on any linked site, service, or content. You may establish a link to the Platform, provided that the link does not state or imply any sponsorship or endorsement of your site by Zia or any group or individual affiliated with Zia. You may not use on your site any Content or marks appearing on the Platform in establishing the link. You may not frame or otherwise incorporate into another site the Content or other materials on the Platform without Zia’s prior written consent.
21. Additional Terms. Except as expressly set forth in this Agreement, this Agreement may be amended or modified only by a writing signed by both parties. All waivers by Zia under this Agreement must be in writing or later acknowledged by Zia in writing. Any waiver or failure by Zia to enforce any provision of this Agreement on one occasion will not be deemed a waiver by Zia of any other provision or of such provision on any other occasion. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with applicable law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Subject to Section 18, the prevailing party in any lawsuit or proceeding arising from or related to this Agreement will be entitled to receive its costs, expert witness fees, and reasonable attorneys’ fees, including costs and fees on appeal. You may not assign or transfer either this Agreement or any of your rights or obligations hereunder (in whole or in part and including by sale, merger, consolidation, or other operation of law) without Zia’s prior written approval. Any assignment in violation of the foregoing will be null and void. Zia may assign this Agreement to any party that assumes Zia’s obligations hereunder. The words “include,” “includes,” and “including” mean “include,” “includes,” or “including,” in each case, “without limitation.” The parties hereto are independent contractors, not agents, employees or employers of the other, or joint venturers, and neither party acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other.
22. Questions, Complaints, Claims. If you have any questions, complaints, or claims with respect to the Platform, Content, Services, or this Agreement please contact Zia at @ziaconsulting.com or via Zia’s Contact Us Zia will do its best to address your concerns.