Zulily Terms and Conditions
Thanks for choosing to browse and shop with Zulily. Please read these Terms and Conditions, which contain important information about your relationship with Zulily, including mandatory arbitration of disputes between us, instead of class actions or jury trials. You will become bound by these provisions once you accept these Terms and Conditions.
The Zulily Web site located at www.zulily.com and its sub-domains is a copyrighted work belonging to Zulily, LLC (“Zulily”). Zulily provides an online store offering something special every day.
By clicking “sign in” and entering or otherwise using our Web site or mobile applications (the “Web site”), you agree to and accept these terms and conditions. You also agree to and accept our Notice of Privacy Practices , which describes how we use the information you provide Zulily and is incorporated into these terms and conditions by reference. Please read the terms and conditions and Notice of Privacy Practices carefully as you are agreeing to be bound by them.
TOGETHER THESE TERMS AND CONDITIONS AND THE NOTICE OF PRIVACY PRACTICES CONSTITUTE YOUR SERVICE AGREEMENT (“AGREEMENT”) WITH ZULILY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS FOR YOUR USE OF OUR WEB SITE, ANY MEMBERSHIP YOU MAY ESTABLISH ON THE SITE, AND YOUR PURCHASE OR USE OF ANY PRODUCTS OR SERVICES OFFERED ON THE SITE. BY ACCESSING AND/OR USING THE WEB SITE, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE AGREEMENT AND TO ABIDE BY ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN. YOU MAY NOT ACCESS OR USE THIS WEB SITE, BECOME A ZULILY MEMBER, OR ACCEPT THIS AGREEMENT UNLESS YOU ARE AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL PROVISIONS OF THIS AGREEMENT, PLEASE DO NOT ACCESS AND/OR USE THE WEB SITE, SIGN UP FOR MEMBERSHIP, OR PURCHASE PRODUCTS OR SERVICES THROUGH THE WEB SITE.
- 1 Accounts
- 2 Terms of Sale
- 3 Web Site
- 4 User Content
- 5 Acceptable Use Policy
- 6 Third Party Sites and Other Users
- 7 Disclaimers
- 8 Limitation on Liability
- 9 Indemnity
- 10 Arbitration Program
- 11 Term and Termination
- 12 Intellectual Property
- 13 Offers, Promotions, and Customer Credits
- 14 General
1.1 Account Creation. In order to use certain features of the Web site (e.g., purchasing products and services (referred to collectively as “Products” herein) from the Web site), you must register for an account with Zulily (“Zulily Account”) and provide certain information about yourself as prompted by the Web site registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; and (c) your use of the Web site does not violate any applicable law or regulation or the terms of this Agreement. You may de-activate your Zulily Account at any time, for any reason, by unchecking the e-mail preference box on the “My Account” section of the Web site. Zulily may suspend or terminate your Zulily Account in accordance with Section 11.
1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your Zulily Account login information. You are fully responsible for all activities that are associated with your Zulily Account (including but not limited to any purchases, use of the Web site, or correspondence from your account to Zulily). You agree to immediately notify Zulily of any unauthorized use or suspected unauthorized use of your Zulily Account or any other breach of security. When you provide Zulily with such notice, Zulily will suspend or otherwise secure your Zulily Account to prevent future unauthorized activity.
2 Terms of Sale
2.1 Products and Pricing. All Products or services listed on the Web site are subject to change, as is Product information, pricing, and availability. Zulily reserves the right, at any time, to modify, suspend, or discontinue any Web site feature or the sale of any Product with or without notice. You agree that Zulily will not be liable to you or to any third party for any modification, suspension, or discontinuance of any Web site feature or Product. In the event a Product is listed at an incorrect price or with incorrect information, we shall have the right, prior to the acceptance of your order (as described in Section 2.3 below), to decline or cancel any such orders, whether or not the order has been confirmed and/or your credit card or PayPal account charged. If your credit card or PayPal has already been charged for the order and we cancel your order, we will issue a credit to your credit card account or PayPal account in the amount of the charge.
Unless otherwise noted, the "Suggested value" strike-through price displayed for products on our Web site is based on the suggested retail price for the product provided to Zulily by our vendor or the price advertised by another retailer for the same item or style (which may include a different color or pattern). The strike-through price is not a price at which Zulily previously sold the product. Because we sell our products over the Internet nationwide and internationally, the strike-through price may or may not represent the prevailing price at any particular time or in every location, and we make no promises about the reliability or accuracy of any such information.
Some of our vendors provide merchandise to Zulily that is not widely sold elsewhere or that is exclusive to Zulily. For items in this category that are similar - but not identical - to products sold through other retailers, we use the phrase “Compare at” next to the strike-through to indicate your savings. This “Compare at” price represents the vendor’s estimated original retail value of a comparable item of the same quality, construction and material offered elsewhere. While pricing is not an exact science, our Zulily team has years of retail experience and partners with our vendors to determine whether an item is comparable based on the type and quality of the material, and the construction of the item. Ultimately, our “Compare at” price is an estimate of the original retail price of comparable items.
For items that we offer as a set, the strike-through price is based on the total of all the suggested retail prices for each item in the set. For clothing items that are priced higher for larger sizes, we average the prices across sizes to determine the strike-through price.
For international sales of products from the U.S. to a foreign jurisdiction, the strike-through price reflects the exchange rate conversion from the U.S. strike-through price plus, if applicable, an adjustment for additional international surcharges that cover items such as taxes, duties, and shipping. As a result, the strike-through price you see may be different than what you see at another retailer that uses a different methodology for calculating international surcharges or for which no surcharges apply.
The "you are saving" amount is based on the strike-through price compared to the Zulily price.
Nothing can replace your own comparison shopping, and notwithstanding the strike-through price information provided, if this is an important factor for you in your purchasing decision, we recommend you conduct your own individual research as well.
2.2 Payment Terms. For each Product you order on the Web site, you are purchasing from Zulily Australia Pty Ltd, ABN: 58 618 586 593, a company registered and domiciled in Victoria, Australia. You agree to pay the price applicable for the Product as of the time you submitted your order (“Product Price”), the delivery fees for the delivery service you select (“Delivery Fees”), and any applicable Taxes (defined below). All prices are inclusive of GST. Zulily will automatically bill your credit card or PayPal account submitted as part of the order process for such amounts within five days of the order date, and you hereby authorize us to do so. Purchases with payment methods added before April 15, 2019 will be processed in USD$. Your total price may differ depending on variations in currency conversion rates and any foreign transaction fees applied by your payment provider. Purchases with payment methods added after April 15, 2019 will be processed in AUD$. You will be solely responsible for payment of all taxes (other than taxes directly imposed on Zulily’s business activity in a state, such as income taxes), fees, duties, and other governmental charges, and any related penalties and interest, arising from the Product purchase (“Taxes”) not withheld by Zulily. All payments are non-refundable (except (a) for your rights under Schedule 2 to the Australian Competition and Consumer Act 2010 (Cth) ("Australian Consumer Law") and (b) as expressly set forth in Section 2.1 and 2.3). Without limiting other remedies, we reserve the right to charge a late fee on all past due payments equivalent to eleven and a half percent (11.5%) per annum, calculated each day and payable immediately, on the unpaid balance. You agree to pay for all collection costs, legal fees, and court costs incurred in the collection of past due amounts. Certain Products may be purchased using our Smart-pay option, which is described in more detail below.
2.3 Orders. Your receipt of an order confirmation from us does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right at any time after receipt of your order to accept or decline or cancel your order (in whole or in part) for any reason. We reserve the right to limit product quantities on orders placed by the same account, on orders placed by the same method of payment, and on orders that use the same billing or shipping address. We reserve the right to, in our sole discretion, restrict or prohibit purchases of any products to resellers, dealers, and distributors. We may require additional verifications or information before accepting any order. Your order is not accepted until it is shipped (or a portion of the order is shipped). Notwithstanding the foregoing, you agree that, if we cancel all or a part of your order, your sole and exclusive remedy is that we (a) issue a credit to your credit card or PayPal account in the amount charged for the cancelled portion (if your credit card has already been charged for the order) or (b) not charge your credit card or PayPal account for the cancelled portion of the order.
2.4 PayPal Purchases. Orders placed using a PayPal account as payment method will be processed upon submission, and funds may be transferred from your PayPal account immediately. This does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. We reserve the right to decline or cancel your order as defined in Sections 2.1 and 2.3. This Section does not alter or amend any other Sections of this Agreement.
2.5 Shipping & Handling Policy Any delivery dates provided by Zulily are estimates. Zulily reserves the right to make deliveries in installments. Zulily will send you an email when your order has shipped and you may review your order and shipping & handling information on your Zulily My Account page. We ship to Australia, the US, Canada, the UK and many other countries throughout the world. Legal title to, right of possession, and risk of loss or damage to or destruction of the products purchased shall transfer to customer upon Zulily's delivery to carrier at shipping point. Notwithstanding the foregoing, Zulily will provide refunds for damaged product as described in Section 2.6. With respect to international shipments, customer will be importer of record of such products for the Department of Immigration and Border Protection and other Customs authorities in their country.
2.6 Return Policy
(a) Returns for failure to comply with consumer guarantee under the Australian Consumer Law. Our goods (as defined under the Australian Consumer Law, “Goods”) come with guarantees that cannot be excluded under the Australian Consumer Law. Subject to Section 8(b), if Goods do not comply with a guarantee under the Australian Consumer Law, you are entitled to a replacement or refund for a major failure, as well as compensation for any other reasonably foreseeable loss or damage. You are also entitled to have Goods repaired or replaced if Goods fail to be of acceptable quality and such failure does not amount to a major failure. If you have a query or would like to make a claim in relation to a failure by Zulily to comply with a consumer guarantee (in respect of Goods or any other Product) under the Australian Consumer Law, please contact customer service at firstname.lastname@example.org. The process set out in Section 2.6(b) will apply to all other returns not governed by this Section 2.6(a).
(b) Returns for reasons other than failure to comply with guarantees under the Australian Consumer Law. Other than as set out in Section 2.6(a), Zulily will only accept returns on products that are identified on the Product information page as eligible for return or as provided in this Section 2.6(b).
(i) Returns under Section 2.6(b). Once Zulily confirms that your Product was returned in accordance with this Section 2.6(b), your sole and exclusive remedy is a store credit in the amount charged for the applicable Product; provided that the credited amount will not include the applicable Delivery Fee, which is nonrefundable. Store credits may only be used for future purchase of Products on the Web site (excluding gift cards) and are subject to the restrictions set forth in Section 13.
(ii) Exchanges. We do not accept any Product exchanges.
(iii) Return Procedures. All returns under this Section 2.6(b) must be made within 30 days after the Product shipment date. All returned Products must be unused (e.g., not worn, washed, damaged, or altered) and returned in accordance with the instructions received from contacting customer service at email@example.com. You are solely responsible for the cost of shipping & handling the returned Product. All Products not returned in accordance with the Return Procedures shall be sent back to you, and no credit or refund will be issued.
(a) Smart-pay method of payment. Smart-pay is a payment method whereby you agree to pay for a Zulily product using multiple payments instead of paying with a single payment. The payments are called "Smart-pays." By selecting this option at checkout, you authorize us to charge each Smart-pay to the payment method you use to make your initial Smart-pay or, if we are unable to complete a charge using such payment method, to any credit card we have on file in your Zulily account. You agree to maintain in your Zulily account at least one valid credit card that expires no earlier than 20 days after your last payment due date. Any applicable taxes and shipping & handling fees will be included in the first Smart-pay, which will be charged within five days of the order date. The first Smart-pay will be greater than the subsequent Smart-pay(s) because it will include shipping & handling fees. Remaining Smart-pay(s) will be charged approximately every 30 days after your initial payment. If you use a credit card or other credit product to fund a Smart-pay, the provider of your credit card or other credit product may charge you interest in connection with the payment. This interest is separate from the Zulily Smart-pay option, which does not require you to pay interest in order to pay in Smart-pays.
(b) Smart-pay eligibility. Product eligibility for the Smart-pay option can be found on the item’s product detail page. Whether a product is eligible for the option is subject to Zulily’s discretion. During limited time promotions, an eligible customer may have the option of paying for each Zulily product using Smart-pay if the total price of all Zulily products in the customer’s order exceeds the minimum amount specified. Gift cards and prepaid cards may not be used to pay for products using Smart-pay, nor is Smart-pay available to purchase gift cards. Smart-pay is not available on orders that use express checkout with Apple Pay. Promotional discounts (such as a percentage discount) will be applied to the original subtotal regardless of whether you select the Smart-pay option or pay the full amount at checkout. Payment using Smart-pay does not entitle you to any benefits or discounts that are not available for payment in a single payment. You agree to receive advance notice of the amount of a Smart-pay only if the amount will vary, except you agree that (i) the first Smart-pay will be greater than the subsequent Smart-pay(s) because shipping & handling fees will be included in the first Smart-pay, and (ii) the final Smart-pay may be less than the amount displayed on the product page if the full product price is not evenly divisible by the number of Smart-pays. The use of Smart-pays to pay for an item is subject to approval by Zulily. Customer eligibility for Smart-pays and other promotions, programs or offers is in Zulily’s sole discretion. The Smart-pay option is not available for sales outside the U.S., Canada and Australia.
(c) Modifications. If you need to change your method of payment so that a future Smart-pay will be charged to a different payment card or method than the one you used at checkout, you must update your payment method within My Orders at zulily.com or by calling Zulily customer service. If your payment method is declined when we try to charge it for one of the payments after the first Smart-pay, we reserve the right to charge that payment method or any credit card we have on file in your Zulily account to pay for the declined payment up to 120 days after the date the payment was declined. If you fail to make a Smart-pay when required, Zulily may take action to collect on your account either directly or through a third party. Zulily reserves the right to apply a credit balance in your account toward the unpaid balance of any Smart-pays you have failed to make when required.
3 Web Site3.1 License. Subject to the terms of this Agreement, Zulily grants you a limited, non-transferable, non-exclusive, license to access and make personal use of the shopping services and features provided on the Web site. This license does not include any resale or commercial use of the Web site features or content, or the right to access or use the Web site for any of the restricted purposes set forth in Section 3.2. Zulily may terminate this license at any time for any reason.
3.2 Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sublicense, reproduce, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Web site or its content without the express written consent of Zulily; (b) subject to any rights under the Australian Copyright Act 1968 (Cth) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Web site; (c) you shall not access the Web site in order to build a similar or competitive service, or to download, copy or collect content or account information for the benefit of another merchant; (d) except as expressly stated herein, no part of the Web site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means without Zulily’s express written consent; and (e) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information or content (including images and text descriptions) of the Web site without Zulily’s express written consent. Any future release, update, or other addition to functionality of the Web site shall be subject to the terms of this Agreement.
3.3 Modification. Zulily reserves the right, at any time, to modify, suspend, or discontinue the Web site or any part thereof with or without notice. You agree that Zulily will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Web site or any part thereof.
3.4 Ownership. You acknowledge that all intellectual property rights in the Web site, including our rights to copyrighted material, patents, trademarks, service marks, and trade secrets (“Intellectual Property”) (excluding any User Content) are owned by Zulily and its licensors, and neither the limited license granted in Section 3.1, nor our provision of the Web site under this Agreement shall transfer to you or any third party any rights, title or interest in or to such Intellectual Property. Portions of the website are licensed under United States Patent Numbers 7,558,807; 7,647,339; 7,873,665; 8,065,333; and 8,296,325. Zulily reserves all rights not granted in this Agreement.
4 User Content
4.1 User Content. “User Content” of a Web site user means any and all material, information or content that such user submits to Zulily by any means, including through social media (e.g., Facebook, Twitter), or uses with the Web site (e.g., a user profile or a feedback submission). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that makes you or any third party personally identifiable. You hereby affirm, represent, and warrant that (i) you own, or have the necessary licenses, rights, and/or consents to use your User Content with the Web site as described herein and (ii) your User Content does not violate the Acceptable Use Policy (defined below). You may not state or imply that your User Content is in any way provided, sponsored or endorsed by Zulily. Because you alone are responsible for your User Content (and not Zulily), you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. Zulily is not obligated to backup any User Content, makes no representation that it will do so, and you agree that Zulily may delete User Content at any time.
(a) By submitting User Content or using it with the Web site, you automatically grant, and you represent and warrant that you have the right to grant, to zulily an irrevocable, perpetual, nonexclusive, transferable, royalty-free and fully paid, worldwide license (including the right to sub-license) to use, adapt, copy, communicate, reproduce, modify, exploit, publish, re-distribute, publicly display and perform, broadcast, transmit, create derivative works of, incorporate into other works, and otherwise use your User Content, and to grant sublicenses of the foregoing, solely for the purposes of including your User Content in the Web site.
(b) To the extent that you have any moral rights (pursuant to the Copyright Act 1968 (Cth)) in the User Content, by agreeing to these terms, you provide an irrevocable and unconditional consent in favour of us, our successors, assignees, licensees and any other person authorised by any of them to use, modify or deal with your User Content (whether or not currently in existence) to: (i) perform, exhibit, reproduce, adapt and communicate any part of your User Content in any medium and anywhere in the world without attributing you or any other person as an author of or contributor to that User Content; (ii) do any act or omission that would constitute a derogatory treatment of your User Content; (iii) make any use of your User Content that may falsely attribute authorship of the User Content to another person; (iv) delete or adapt or change any of your User Content in any way, including by addition to or subtraction from your User Content; or (v) combine or juxtapose your User Content with anything else.
(c) Where your User Content contains material, information or content from third parties, you warrant that you have obtained the consents described in Section 4.2(b) from such third parties.
4.3 Feedback. Zulily will treat any feedback, communications, or suggestions you provide to Zulily as non-confidential and non-proprietary. Thus, in the absence of a written agreement with Zulily to the contrary, you agree that you will not submit to Zulily any information or ideas that you consider to be confidential or proprietary.
4.4 Privacy. Any personal information in User Content submitted by you (whether personal information of you or another individual which you have the necessary consents to provide) to Zulily is subject to and will be handled in accordance with our Notice of Privacy Practices. Our Notice of Privacy Practices forms part of this Agreement and can be found here. You agree that, by using the Web site or communicating with Zulily, you have read our Notice of Privacy Practices, understood its contents and consented to its requirements. You must not submit within User Content any personal information of another individual unless you first make them aware of our Notice of Privacy Practices and have their consent to submit such personal information.
5 Acceptable Use Policy
The following sets forth Zulily’s “Acceptable Use Policy”:
5.1 You agree not to use the Web site to collect, upload, transmit, display, or distribute any User Content (a) that violates 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; (b) that is, or links to material, information or content that is, unlawful, harassing, abusive, tortious, threatening, harmful, abusive, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, indecent, patently offensive (e.g., material that promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual) or otherwise objectionable or inappropriate material of any kind or nature or which is harmful to minors in any way; or (c) in violation of any law, regulation, or obligations or restrictions imposed by any third party.
5.2 In addition, you agree not to commercially exploit the Web site (which includes engaging or attempting to engage in any commercial activities, including selling, marketing, advertising or promoting goods or services) or use it to: (a) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (b) send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (c) harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (d) interfere with or disrupt servers or networks connected to the Web site or violate the regulations, policies or procedures of such networks; (e) attempt to gain unauthorized access to the Web site, other computer systems or networks connected to or used together with the Web site, through password mining or other means; (f) harass or interfere with another user’s use and enjoyment of the Web site; (g) download (other than page caching) or modify the Web site or any portion of the Web site; or (h) impersonate or falsely claim to represent a person or organization.
5.3 We reserve the right (but have no obligation under this Agreement) to review any User Content, investigate, and/or take appropriate action against you, in our sole discretion, if you violate the Acceptable Use Policy or any other provision of this Agreement, including removing or modifying your User Content, terminating your Zulily Account in accordance with Section 11, and/or reporting you to law enforcement authorities. We may also remove or modify your User Content if it, in our sole judgment, violates the rights of, harms, or threatens the safety of any other person, or creates liability for us or any other person. In order to cooperate with legitimate governmental requests, subpoenas or court orders, or to protect our business and members, we may access and disclose any information we consider necessary or appropriate, including your Zulily Account username and password, IP address and traffic information, usage history, and your User Content.
6 Third Party Sites and Other Users
6.1 Third Party Sites. The Web site may contain links to, or advertisements for, third party web sites (collectively, “Third Party Sites”) (for example, social media sites such as Facebook, Twitter, or Pinterest). Such Third Party Sites are not under the control of Zulily and Zulily is not responsible for any Third Party Sites. Zulily provides links to these Third Party Sites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third Party Sites. You agree that you use all Third Party Sites at your own risk. When you link to a Third Party Site, the applicable service provider’s terms and policies, including privacy and data gathering practices govern. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any Third Party Site.
6.2 Other Users. Each Web site user is solely responsible for any and all of its User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content and we make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content, and we assume no responsibility for any User Content. Your interactions with other Web site users are solely between you and such user. You agree that Zulily will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Web site user, we are under no obligation to become involved.
6.3 Release. You hereby release us, our officers, employees, agents, affiliates, subsidiaries, parents, joint ventures, successors and any other companies under common control with us from claims, demands, any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage, that are either directly or indirectly related to or arise out of any interactions with or conduct of other Web site users or Third Party Sites.
EXCEPT FOR YOUR RIGHTS UNDER THE AUSTRALIAN CONSUMER LAW AND SECTION 8(b), THE WEB SITE AND PRODUCTS ARE PROVIDED “AS-IS” AND AS AVAILABLE AND WE EXPRESSLY DISCLAIM ANY WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.
EXCEPT FOR YOUR RIGHTS UNDER THE AUSTRALIAN CONSUMER LAW AND SECTION 8(b), ZULILY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THIS SITE AND ZULILY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF PRODUCTS OR SERVICES. IF A THIRD PARTY SUPPLIER PROVIDES AN EXPRESS WARRANTY, THAT WARRANTY IS BETWEEN YOU AND THE SUPPLIER AND NOT ZULILY. NOTWITHSTANDING THE FOREGOING, IF A THIRD PARTY SUPPLIER OF A PRODUCT PROVIDES A WARRANTY FOR THE PRODUCT AND ALLOWS US TO PASS IT THROUGH TO YOU, WE WILL PASS IT THROUGH TO YOU.
8 Limitation on Liability
(a) SUBJECT TO SECTION 8(b), IN NO EVENT SHALL ZULILY, OUR OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, SUBSIDIARIES, PARENTS, JOINT VENTURES, SUCCESSORS AND ANY OTHER COMPANIES UNDER COMMON CONTROL WITH US BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFIT OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN OR UNDER CONTRACT (INCLUDING FOR LIABILITY UNDER ANY INDEMNITY), STATUTORY ACTION, TORT (INCLUDING NEGLIGENCE), EQUITY OR OTHERWISE AT LAW, ARISING FROM YOUR USE OF THE WEB SITE, PRODUCTS, OR THIRD PARTY SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO SECTION 8(b), ACCESS TO, AND USE OF, THE WEB SITE, PRODUCTS AND THIRD PARTY SITES ARE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND SUBJECT TO SECTION 8(b), OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER, WHETHER AN ACTION IS IN OR UNDER CONTRACT (INCLUDING FOR LIABILITY UNDER ANY INDEMNITY), STATUTORY ACTION, TORT (INCLUDING NEGLIGENCE), EQUITY OR OTHERWISE AT LAW), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (A) FIFTY US DOLLARS ($50) OR (B) AMOUNTS YOU’VE PAID ZULILY IN THE PRIOR 12 MONTHS. WE AGREE THAT SUBJECT TO SECTION 8(b) ANY CLAIM BETWEEN US MUST BE BROUGHT WITHIN TWO (2) YEARS.
(b) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. NOTHING IN THIS AGREEMENT EXCLUDES, RESTRICTS OR MODIFIES ANY CONSUMER GUARANTEE, RIGHT OR REMEDY CONFERRED ON A PARTY BY THE AUSTRALIAN CONSUMER LAW OR ANY OTHER APPLICABLE AUSTRALIAN LAW THAT CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED BY AGREEMENT. TO THE FULLEST EXTENT PERMITTED BY LAW, THE LIABILITY OF ZULILY FOR A BREACH OF A NON-EXCLUDABLE GUARANTEE REFERRED TO IN THIS SECTION 8 IS LIMITED, AT ZULILY'S OPTION, TO (a) IN THE CASE OF GOODS, ANY ONE OR MORE OF THE FOLLOWING: (i) THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS; (ii) THE REPAIR OF THE GOODS; (iii) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS; OR (iv) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; OR (b) IN THE CASE OF SERVICES: (i) THE SUPPLYING OF THE SERVICES AGAIN; OR (ii) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
You agree to indemnify and hold Zulily, our officers, employees, agents, affiliates, subsidiaries, parents, joint ventures, successors and any other companies under common control with us harmless, including costs and legal fees, from any claim or demand made by any third party due to or arising out of (i) your use of the Web site or Products, (ii) your User Content, or (iii) your violation of this Agreement. Zulily reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of Zulily. Zulily will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
10 Arbitration Program
You agree that any dispute or claim relating in any way to your Zulily purchase, use of any Product, or use of the Web site will be resolved by binding arbitration rather than in court, except that you may assert claims in small claims court if your claims qualify. You understand and agree that you are waiving your right to sue or go to court to assert or defend your rights under this contract. You agree that the Federal Arbitration Act and federal arbitration law apply to this agreement.
For all disputes whether pursued in small claims court or arbitration, you must first give us an opportunity to resolve your claim by sending a written description of your claim to Zulily, LLC, attn.: Legal, 2601 Elliott Avenue, Suite 200, Seattle, WA 98121. We each agree to negotiate your claim in good faith. If we are unable to resolve the claim within 60 days after we receive this claim description, you may pursue your claim in arbitration. We each agree that if you fail to timely pay amounts due, we may assign your account for collection, and the collection agency may pursue, in small claims court, claims limited strictly to the collection of the past due amounts and any interest or cost of collection permitted by law or the Agreement.
Either you or we may start arbitration proceedings. You must send a letter requesting arbitration and describing your claim to our registered office in Australia to begin arbitration. The address of our Australia registered office is:
Zulily Australia Pty Ltd c/o Ashurst Australia Level 26, 181 William Street Melbourne VIC 3000 Australia
The dispute will be arbitrated by a neutral arbitrator mutually agreeable to both of us. If we cannot agree on the selection of an arbitrator within 30 days of the date that the request for arbitration was received by Corporation Service Company, the dispute will be arbitrated by JAMS arbitration services. The arbitrator will use the applicable JAMS arbitration rules unless we agree to use a different set of rules. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-JAMS. Upon filing of the arbitration request, we will pay all filing, administration, and arbitrator fees for the arbitration proceeding. An arbitrator may award on an individual basis any relief that would be available in a court, including injunctive or declaratory relief and attorneys' fees. In addition, for claims under $75,000 as to which you provided notice and negotiated in good faith as required above before initiating arbitration, if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to a recovery of reasonable attorneys' fees and costs regardless of whether they would have been available in a court.
CLASS ACTION WAIVER. WE EACH AGREE THAT ANY PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A MEMBER IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If a court or arbitrator determines in an action between you and us that this Class Action Waiver is unenforceable, the arbitration agreement will be void as to you.
JURY TRIAL WAIVER. If a claim proceeds in court rather than through arbitration, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL.
11 Term and Termination
Subject to this Section and Section 14.1, this Agreement will remain in full force and effect while you use the Web site. We may (a) suspend your rights to use the Web site (as well as your Zulily Account) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Web site in violation of this Agreement or if we believe you are younger than 18. Upon termination of this Agreement, your Zulily Account and right to access and use the Web site will terminate immediately. Where: (a) Zulily decides to: (i) suspend your rights to use the Web site or your Zulily Account or (ii) terminate this Agreement, in either case for reasons other than your de-activation of your Zulily Account or your violation of this Agreement, or (b) you terminate this Agreement in accordance with Section 14.1, then you will be provided any refund to which you are entitled. You understand that any termination of your Zulily Account may involve deletion of any User Content you may have posted. Other than to the extent expressly set out in this Section, Zulily will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Zulily Account or deletion of your User Content. Even after this Agreement is terminated, the following provisions of this Agreement will remain in effect: Sections 2.6, 3.2-3.4, 4-12 and 14.
12 Intellectual Property
Zulily respects the intellectual property of others and asks that users of our Web site do the same. Except as authorized in Section 3.1 of this Agreement, you are not permitted access or use of any of Zulily’s Intellectual Property without our prior written consent or the consent of such third party that may own intellectual property with respect to Products displayed on the web site. In connection with our Web site, Products, and any services we offer, we have adopted and reasonably implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our Web site who are repeat infringers of intellectual property rights, including copyrights. If you believe that your work has been copied in a way that constitutes copyright infringement and wish to have the allegedly infringing material removed from our Web site, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
- Your physical or electronic signature;
- Identification of the copyrighted work(s) that you claim to have been infringed;
- Identification of the material on our services that you claim is infringing and that you request us to remove;
- Sufficient information to permit us to locate such material;
- Your address, telephone number, and e-mail address;
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and legal fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for Zulily is:
2601 Elliott Avenue
Seattle, WA 98121
Telephone: (877) 779-5615
13 Offers, Promotions, and Customer Credits
Zulily may from time to time and in its sole discretion make available special offers and promotions to its members, including offers and promotions that provide an opportunity for members to receive store credits, coupons, prizes, or benefits (for example, referral credits issued to customers for referring others to Zulily). Any such offers and promotions will expire on the dates specified in the offer or promotion. Credits, coupons, prizes, or benefits shall specify the terms that apply to their use and redemption and those terms shall apply. Credits, coupons, prizes, and benefits may not be combined with any other offers or promotions. If for any reason whatsoever beyond the reasonable control of Zulily, an offer or promotion is not capable of being conducted as reasonably anticipated, Zulily reserves the right at any time with our discretion, and without prior notice, to discontinue any offer or promotion or to add or change offer and promotion terms or conditions, including changing expiration periods or credit values for future credits, unless to do so would be prohibited by law. Referral credits cannot accrue until or unless the referred customer completes a purchase on the Web site and all other conditions of the relevant promotion have been met. Zulily also reserves the right to limit product quantities on orders placed by the same account, same method of payment, or that use the same billing or shipping address.
Credits are only for use on Products available for purchase on the Web site and may not be used for the purchase of gift cards or services. Promotional credits are promotional in nature without any exchange of money or value from you. Credits are not transferable to other accounts and as such, credits do not constitute property and you do not have a vested property right or interest in the credits.
Zulily reserves the right to suspend or terminate the account of any user it believes is engaged in fraudulent, illegal, or inappropriate conduct in relation to any offers or promotions, including without limitation, using multiple user accounts or email addresses to meet promotion or offer requirements, using false names, impersonating others, or engaging in any other fraudulent or misleading conduct. You agree to forfeit any credits, coupons, prizes, or benefits as a result of any fraudulent, illegal, or inappropriate conduct. Zulily reserves the right to void any such credits, coupons, prizes or benefits granted if it suspects that these were derived in a fraudulent manner, or in a manner that violates this Agreement or the terms of the offer or promotion, or in a manner otherwise not intended by Zulily. In addition, any fraudulent, illegal, or inappropriate conduct in relation to any offers or promotions, may subject you to liability for civil and/or criminal penalties under applicable law. Subject to Section 8(b) and Section 11, if Zulily terminates your account, for any reason, any credit balances in your account will be cancelled except as prohibited by law. Account balances are determined by Zulily and such determination is final.
14.1 Changes to Terms of Service. This Agreement is subject to occasional revision, and if we make any material changes we will post notice of the changes on our Web site and notify you at the email address associated with your Zulily Account. These changes will be effective immediately. Continued use of our Web site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by any revision of these terms and conditions. If Zulily updates this Agreement in accordance with this Section 14.1 and you believe that this change will have a detrimental impact on you or on your use of the Web site, you are entitled to terminate this Agreement by giving Zulily notice of your decision no later than 30 days after the effective date of the change by contacting Zulily at firstname.lastname@example.org with the subject line “Termination for Change”, with a description of your request to terminate and your contact details. Zulily will contact you to confirm your request to terminate your Zulily Account. After this time, you will no longer have access to your Zulily Account.
14.2 Governing Law. This Agreement shall be governed by the United States Federal Arbitration Act, applicable United States federal law, and the laws of the state of Washington, without regard to the conflicts of laws rules of that state or any other state.
14.3 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Web site and the purchase of any Products on our Web site. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be read down to the minimum extent necessary to achieve its validity and enforceability, if applicable, and severed from this Agreement in any other case, without invalidating or affecting the remaining provisions of this agreement or the validity of that provision in any other jurisdiction. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Zulily’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
Revised January 25, 2022Shop Now!