Last Updated: April 2, 2020
Welcome to Zabo. Zabo provides an API-driven platform (as modified, the “API”) that enables you (“End Users” or “you”) to aggregate Your Data (as defined below) from the data sources where your financial account information and data are stored (as modified from time to time, the “Zabo Services”). The website at https://www.zabo.com (the “Website”), the and the various other related services, and other features, functions, software, applications and websites are provided and operated, and are being made available to you and the other End Users by Modular, Inc. d/b/a Zabo (“Zabo”, “we”, “our” or “us”). “Your Data” means your financial account information and data, including (a) account name, account type and public wallet or deposit addresses, (b) information related to account balances account transactions, in both amounts and in other currency equivalents (e.g. US Dollars), (c) information about account transactions, including amount, date, time, type, location, price, cost basis, fees, quantity, sender and recipient and (d) information about you as the account owner, such as publicly provided name.
You acknowledge and agree that you consider both Zabo and the provider of the Zabo Enabled Application through which you are accessing and using Your Data first party recipients of your End User Data.
These Terms contain an Arbitration provision which will, with limited exception, require you to submit disputes you have against Zabo to binding and final arbitration. You will only be permitted to pursue claims against Zabo on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.
To access and use the Zabo Services, the Website and the API, you must be at least 13 years of age. BY CLICKING THE “I AGREE” BUTTON, BY DOWNLOADING, INSTALLING OR OTHERWISE ACCESSING OR USING THE ZABO SERVICES OR THE WEBSITE, YOU REPRESENT THAT:
Modification of Terms of Service. These Terms of Service may be changed, modified, supplemented or updated by Zabo from time to time. If Zabo updates these Terms, it will update the “last updated” date at the top of these Terms. Please check these Terms periodically for changes. Your continued use of the Website or the Zabo Services after the posting of changes constitutes your binding acceptance of such changes. If Zabo makes a material change to these Terms or Service that will affect an existing Service, Zabo will use commercially reasonable efforts to notify you by posting a notice on your account administration page. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE ZABO SERVICES, THE API AND THE WEBSITE.
To the extent that any modifications to the Terms are not allowed under applicable laws, the prior most recent version of the Terms shall continue to apply.
Right to Access and Use. Subject to these Terms, Zabo grants to you, and you accept, the non-assignable, nontransferable, non-sublicensable, and nonexclusive right to access and use the API, the Zabo Services and the Website in accordance with these Terms. You can currently access and use the API and the Zabo Services only through Zabo Enabled Applications. You may terminate your use of the Zabo Services and the API at any time.
You are solely responsible for maintaining the confidentiality of any username, password or other access credential necessary to access the API and the Zabo Services through the Zabo Enabled Application. You should take steps to protect the confidentiality of your access credentials. Please notify Zabo immediately if you become aware of any unauthorized activity, disclosures, loss, theft or other unauthorized use of your access credentials or any other breach of security (collectively, a “Security Breach”). You agree to cooperate with Zabo in any investigation in connection with a Security Breach.
Ownership. Zabo acknowledges that you own all right, title and interest in and to Your Data, subject to the rights and permissions granted in Section 6(b).
Security. Zabo will encrypt the access credentials that you use to access Your Data and employ other commercially reasonable security measures to protect Your Data in accordance with good industry practice and all applicable laws.
Service Termination and Suspension.
Termination. You agree that Zabo in its sole discretion, for any or no reason, and without penalty, may terminate your access and use of the Zabo Services or any account (or any part thereof) that you may have with Zabo and remove and discard all or any part of your account, user profile, at any time. Zabo may also in its sole discretion and at any time prohibit you from accessing and using the Zabo Services or discontinue providing access to the Zabo Services, or any part thereof, with or without notice. You agree that any termination of your ability to access or use the Zabo Services or any account you may have or portion thereof may be effected without prior notice, and you agree that Zabo will not be liable to you or any third party for any such termination. Zabo reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Zabo to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies that Zabo may have at law or in equity. As provided herein, Zabo does not permit copyright infringing activities on the Website or the Zabo Services, and Zabo shall be permitted to terminate access to the Zabo Services. BY ACCEPTING THESE TERMS, YOU WAIVE AND SHALL HOLD ZABO HARMLESS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ZABO DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER ZABO OR LAW ENFORCEMENT AUTHORITIES.
Suspension. Zabo reserves the right to suspend your access and use of the Zabo Services as it may deem appropriate in response to actual or suspected violations of these Terms if Zabo reasonably concludes that the Zabo Services are being used to engage in illegal activity, used outside the scope of the license or causing immediate, material and ongoing harm to Zabo or others. You agree that Zabo shall not be liable to you nor to any third party for any suspension of the Service under such circumstances as described in this Section 7(b).
Survival. Upon termination of these Terms, your use of the Zabo Services, the API, the Website or your relationship with Zabo, any provision which, by its nature or express terms should survive, will survive such termination, including, but not limited to, Sections 1, 8, 9, 11 – 13, 15, 16, 18 - 23 and this Section 6(c).
Ownership. Zabo (or its licensors) retains all right, title, and interest in the Website, the Zabo Services and the API, including any and all intellectual property rights. Zabo (or its licensors) reserve all rights not expressly granted. The Website, the Zabo Services and the API are protected by United States copyright and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Unless expressly authorized in a separate written agreement between you and Zabo, the grant to access and use any of the Zabo Services and the API herein, whether accessed for a fee or free, does not include any right to resell the Zabo Services or the API, manage the Zabo Services on behalf of third parties, make other commercial use or distribution of the Zabo Services or the API or to make any derivative use of the Zabo Services or the API, integrate the Zabo Services or the API into another service, reproduce, duplicate, copy, or otherwise exploit for any commercial purpose the Zabo Services or the API.
You hereby grant to Zabo a non-exclusive, worldwide, fully paid-up, royalty-fee, non-terminable, perpetual, irrevocable right and license to use, disclose, modify, reproduce, license, distribute, commercialize and otherwise freely exploit any feedback, comments, or suggestions that you provide with respect to the Zabo Services and the API and all related intellectual property, without restriction of any kind and without any right of accounting.
End User Content.
Limited License Grant to Zabo. The Zabo Services may now or in the future permit the submission and/or posting comments and other information by you or other End Users, in each case whether or not made available to other End Users (“End User Content”). By uploading, providing, posting, distributing or disseminating any such End User Content to or through the API and the Zabo Services, you hereby grant to Zabo a worldwide, non-exclusive, perpetual, irrevocable, transferable, sublicensable (through multiple tiers), assignable, fully paid-up, royalty-free, license to host, transfer, display, perform, reproduce, distribute, modify and otherwise exploit your End User Content (and any copyrights, publicity, database and other proprietary rights therein), in connection with the operation, maintenance and support of the Zabo Services, the API and the Website.
End User Content and Confidential Information. You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all of your End User Content and the consequences of posting any End User Content. By uploading and publishing your End User Content, you affirm, represent, and warrant that: (a) you are the creator and owner of or have the necessary licenses, rights, consents, and permissions to post this End User Content; (b) your End User Content does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (ii) slander, defame, libel, or violate or invade the right of privacy, publicity or other rights of any person or entity; and (iii) your End User Content does not contain any viruses, adware, spyware, worms, or other malicious code or any content or file that provides a method to access to potentially infringing content outside of any of the Zabo Services. Violators of these third-party rights may be subject to criminal and civil liability. Zabo reserves all rights and remedies against any End Users who violate these Terms.
Prohibited Use. You will not: (i) use the Zabo Services or the API for any unlawful, unauthorized, fraudulent or malicious purpose, (ii) modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble any portion of the Zabo Services or the API (except to the limited extent applicable laws specifically prohibit such restriction); (iii) bypass any measures Zabo may use to prevent or restrict access to the Zabo Services or the API or otherwise interfere with any other party’s use and enjoyment of the Zabo Services; (iv) use your account, the Zabo Services or the API to infringe any intellectual property or other right of any other third party, (v) use bots or other automated methods to: access the Zabo Services, download any information, send or redirect messages or perform any other activities through the Zabo Services, (vi) upload invalid data, viruses, worms or other software agents through the Website, the Zabo Services or the API, (vii) use the Zabo Services or the API for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment, (vii) use the Zabo Services or the API for any commercial solicitation purposes or (viii) use the Zabo Services, the API or the Website in breach of these Terms.
Warranty Disclaimer. Content and other information, including any End User Content, contained within the Zabo Services and the Website have been prepared or are being provided by Zabo as a convenience to its End Users and is not intended to constitute advice or recommendations upon which an End User may rely. Zabo makes no warranty or guarantee about the accuracy, completeness, or adequacy of any such content or other information, including any End User Content, contained in or linked to the Zabo Services or the Website. End Users relying on such content or other information, including any End User Content, from the Zabo Services and the Website do so at their own risk. YOUR USE OF THE WEBSITE, THE ZABO SERVICES AND THE API IS AT YOUR SOLE RISK. THE WEBSITE, ALL ZABO SERVICES AND THE API ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ZABO EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND SATISFACTORY QUALITY AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. ZABO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS MAKE NO WARRANTY THAT THE WEBSITE, THE ZABO SERVICES OR THE API ARE ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY PROBLEMS ENCOUNTERED WILL BE CORRECTED.
Limitation of Liability. IN NO EVENT SHALL ZABO, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL THEORY WITH RESPECT TO THE ZABO SERVICES OR THE API (I) FOR ANY LOST PROFITS OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), OR (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION). IN NO EVENT SHALL ZABO’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS, THE WEBSITE, THE ZABO SERVICES AND THE API EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO ZABO IN THE PRECEDING TWELVE (12) MONTHS OR (B) $50.00. Certain state laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions, or limitations may not apply to you, and you might have additional rights.
Indemnification. You agree to defend, indemnify and hold harmless Zabo, its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders agents, licensees and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise out of or relate to (i) your unauthorized or unlawful use of the Zabo Services or the API, (ii) your breach of these Terms or violation of any applicable law or (iii) the infringement by you or any third party using your account, of any intellectual property or other right of any third party. Zabo reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Customer, in which event Customer will assist and cooperate with Zabo in asserting any available defenses.
Force Majeure. Zabo shall not be liable for any failure or delay in performance (other than a payment obligation) due in whole or in part to any cause beyond its reasonable control or its contractors, agents, licensors or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
Notices. Any notices to you from Zabo regarding the Zabo Services or these Terms will be posted on the Website or made by e-mail or regular mail. As part of providing you the Zabo Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Zabo Services and your Zabo account, which you may not be able to opt-out from receiving them unless you terminate your account. Any notice or communication that you desire or are required to send Zabo under these Terms should be sent to Zabo through one of the means listed in the Contacting Us section below.
Export Controls. You shall not import, export, re-export, or transfer, directly or indirectly, any part of the API or the Zabo Services or any underlying intellectual property, information or technology except with Zabo’s prior written approval and in full compliance with all United States, foreign and other applicable export control laws and regulations.
Governing Law and Dispute Resolution. If a dispute arises between you and Zabo, the goal is to provide you with a neutral and cost-effective method of resolving the dispute quickly. Accordingly, you and Zabo agree that any dispute, claim or controversy at law or equity that arises out of these Terms, the Zabo Services (a “Dispute”) will be resolved in accordance with this Section 18 or as Zabo and you otherwise agree in writing. Before resorting to these dispute methods, Zabo strongly encourages you to first contact Zabo directly to seek a resolution.
Choice of Law. These Terms shall be governed in all respects by the laws of the State of Texas, without regard to its conflict of law provisions. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO ANY DISPUTE OR OTHERWISE IN CONNECTION WITH THESE TERMS, THE ZABO SERVICES OR THE API.
Arbitration and Class Action Waiver.
PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS.
ARBITRATION. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND ZABO (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD PARTY) IN CONNECTION WITH THESE TERMS, THE ZABO SERVICES, THE API OR THE WEBSITE, INCLUDING WITHOUT LIMITATION YOUR RIGHTS OF PRIVACY WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICAN ARBITRATION ASSOCIATION’S RULES FOR ARBITRATION AND YOU AND ZABO HEREBY EXPRESSLY WAIVE TRIAL BY JURY. ANY ARBITRATION SHALL BE IN ENGLISH AND THE PLACE OF ARBITRATION SHALL BE TARRANT COUNTY, TEXAS. YOUR ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BE GOVERNED BY SUCH RULES. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT YOU AND ZABO WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION. YOU MAY BRING DISPUTES ONLY ON YOUR OWN BEHALF.
Neither you nor Zabo will participate in a class action or class-wide arbitration for any disputes covered by these Terms to arbitrate. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST ZABO INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Zabo is a party to the proceeding.
This dispute resolution provision will be governed by the Federal Arbitration Act and not by any state law concerning arbitration. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Judgment on the award rendered by the arbitrator may be entered in any court having competent jurisdiction. Any provision of applicable law notwithstanding, the arbitrator will not have authority to award damages, remedies or awards that conflict with these Terms.
Judicial Forum for Disputes. In the event that the agreement to arbitrate under Section 17(b) is found not to apply to you or your claim, you and Zabo agree that any judicial proceeding (other than small claims actions) must be brought solely and exclusively in, and will be subject to the service of process and other applicable procedural rules of, the federal or state courts covering Austin, Texas. Both you and Zabo irrevocably consent to venue and personal jurisdiction there. Notwithstanding the foregoing, Zabo may bring a claim for equitable relief in any court with proper jurisdiction.
Survival. This arbitration agreement will survive the termination of your use of the Zabo Services or the API or your relationship with Zabo.
30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration provisions set forth in Section 18(b) above by sending written notice of your decision to opt-out to firstname.lastname@example.org. The notice must be sent to Zabo within thirty (30) days of your use of any of the Zabo Services or agreeing to these Terms, otherwise you shall be bound to arbitrate disputes in accordance with the terms of those sections. If you opt-out of these arbitration provisions, we also will not be bound by them.
Improperly Filed Claims. All claims you bring against Zabo must be resolved in accordance with this Section 18. All claims filed or brought contrary to this Section 18 shall be considered improperly filed. Should you file a claim contrary to this Section 18, Zabo may recover attorneys’ fees and costs up to $10,000, provided that Zabo has notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
Prevailing Party. In the event that either party institutes any arbitration, legal suit, action or proceeding against the other party arising out of or relating to these Terms, the Zabo Services, the API or the Website, the prevailing party in the suit, action or proceeding shall be entitled to receive in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.
Limitation on Time to File Claims. ANY CAUSE OF ACTION OR DISPUTE YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS, THE ZABO SERVICES, THE API OR THE WEBSITE OR YOUR RELATIONSHIP WITH ZABO MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR DISPUTE IS PERMANENTLY BARRED.
No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by these Terms.
Geographic Restrictions. Zabo is based in the state of Texas in the United States. Zabo makes no claims that accessing or using or that any of the Zabo Services or any of the content, including any End User Content, is accessible or appropriate outside of the United States. Accessing or using the Website, the Zabo Services or the API may not be legal by certain persons or in certain countries. If you access the Website, the Zabo Services or the API from outside the United States, you do so on your own initiative and are responsible for compliance with local laws and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against Zabo with respect thereto.
Electronic Communications. The communications between you and Zabo use electronic means, whether you visit the Website or the Zabo Services or send Zabo e-mails, or whether Zabo posts notices on the Website or the Zabo Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Zabo in an electronic form; and (b) agree that all terms, conditions, agreements, notices, disclosures, and other communications that Zabo provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. The foregoing does not affect any statutory rights that you might have.
Disclosures. If you are a California resident, you may have this same information emailed to you by sending a letter to Modular, Inc. d/b/a Zabo, 251 SW Wilshire Blvd Ste 124 Burleson, TX 76028-4779 with your email address and a request for this information.
California users are also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Contacting Us. If you have any questions or concerns about these Terms of Service, please contact us at email@example.com or at Modular, Inc. d/b/a Zabo, 251 SW Wilshire Blvd Ste 124 Burleson, TX 76028-4779. We will use commercially reasonable efforts to respond to your questions or concerns as promptly as possible after we receive them.