Zhonia Inc. - Terms and Conditions

These Terms and Conditions (“Terms”) govern your use of the Zhonia platform, website, and services provided by Zhonia Inc. (“Zhonia,” “we,” “our,” or “us”). By accessing or using www.zhonia.com (the “Site”) or our services, you agree to be bound by these Terms, our Privacy Policy, and any applicable agreements, whether as a Creator, Brand, or other user.

If you do not agree to these Terms, do not access or use the Site or our services.

1. Company Information

• Legal Name: Zhonia Inc.
• Jurisdiction: State of California, United States
• Registered Office: 15700 Don Julian Rd., City of Industry, CA 91745
• Contact: zhonia.team@gmail.com

2. Eligibility

2.1. Minimum Age Requirement

• You must be at least 18 years old to register for or use the Services. Users are solely responsible for ensuring their use of the Site and Services complies with all laws and regulations applicable to them in their jurisdiction. By creating an account, you represent and warrant that you are 18 years of age or older and have the legal capacity to enter into a binding contract. Zhonia does not knowingly solicit, collect, or process information from individuals under 18. If we discover that an account has been created by someone under 18, we will immediately terminate the account and delete any associated data.

2.2 Legal Capacity & Compliance

By accessing or using the Services, you confirm and agree that you:

• Have the full legal right, power, and authority to enter into these Terms, either on your behalf or for an entity you represent;
• You are not prohibited from using the Services under any applicable laws, regulations, or restrictions in your jurisdiction;
• Will comply at all times with all laws, rules, and regulations relevant to your activities on the platform, including advertising standards, intellectual property laws, data protection laws, and tax obligations.

2.3 Entity Accounts

If you register or use the Services on behalf of a business, organization, or other legal entity:

• You represent that you are authorized to bind that entity to these Terms;
• The term “you” will refer to both you as an individual and the entity.
• You are responsible for ensuring that all authorized users within your organization comply with these Terms.

2.4 Account Verification

We may, at our sole discretion, require proof of identity, proof of business registration, tax information, or other documents to verify your eligibility. Failure to provide such documentation within the timeframe requested may result in suspension or termination of your account.

2.5 Accuracy of Information

You agree to provide only accurate, complete, and current information during account creation and throughout your use of the Services. You further agree to update this information as needed to maintain its accuracy. Providing false, misleading, or incomplete information — whether intentional or not — may result in account suspension, termination, and potential legal liability for any damages caused.

2.6 Prohibited Persons & Entities

You may not use the Services if you:

• Have been previously banned from our platform.
• Are located in or a citizen of a country subject to trade sanctions or restrictions by the United States or other relevant authorities.
• Engage in, promote, or facilitate illegal activities.

2.7 Right to Refuse Service

Zhonia reserves the right, at its sole discretion, to deny access to the Services to any person or entity for any reason, at any time, without prior notice and without liability to you or any third party.

3. Definitions

For these Terms and Conditions, the following terms have the meanings set forth below.

• “Zhonia,” “we,” “our,” or “us” means Zhonia Inc., a corporation registered in California, United States, including its successors, assigns, and Affiliates.
• “Platform” means the website located at www.zhonia.com, related domains, mobile applications, and any other services, tools, or features provided by Zhonia.
• “User,” “you,” or “your” means any individual or entity that accesses, browses, registers for, or uses the Platform in any capacity, including but not limited to Creators and Brands.
• “Creator” means an individual or entity who registers on the Platform to offer creative services, content creation, promotional activities, or related deliverables in exchange for compensation, commission, or other agreed benefits.
• “Brand” means a company, business, or individual that registers on the Platform to access, hire, collaborate with, or otherwise engage Creators for promotional activities, product placements, or other marketing purposes.
• “Content” means all text, images, graphics, audio, video, data, files, or other materials created, uploaded, posted, shared, transmitted, or otherwise made available through the Platform by Users or Zhonia, including but not limited to marketing materials, profile content, and promotional assets.
• “Campaign” means any collaboration, project, or engagement arranged between a Brand and a Creator through the Platform, including the agreed deliverables, timelines, and compensation terms.
• “Services” means all functionality, tools, and features provided by Zhonia to facilitate connections, communication, and transactions between Brands and Creators, including but not limited to the hosting of profiles, project postings, communications, logistics support, and payment processing (where applicable).
• “Affiliate” means any entity or individual that controls, is controlled by, or is under common control with Zhonia, as well as Zhonia’s officers, directors, employees, contractors, agents, information providers, and suppliers.
• “Agreement” means these Terms and Conditions, the Privacy Policy, and any other legal notices or supplemental agreements posted on the Platform, as updated from time to time.

4. Description of Services

Zhonia operates a creator-first online platform designed to connect content creators with brands for the purpose of producing, promoting, and distributing marketing content. Through our website, www.zhonia.com, and any associated applications or services (collectively, the “Platform”), we provide tools, resources, and opportunities for:

1. Creators to discover brand campaigns, request product samples, produce content, and receive compensation or commissions for eligible sales or promotional activities.
2. Brands to list campaigns, ship products to creators, receive creative content, and license such content for marketing use in accordance with applicable agreements.
3. Both Parties to communicate, track campaign performance, and manage deliverables through integrated platform features, analytics, and support.

Zhonia may, at its sole discretion, modify, suspend, or discontinue any part of the Platform, including but not limited to available features, campaign opportunities, and eligibility requirements, without prior notice. We do not guarantee continuous or uninterrupted availability of the Platform and reserve the right to limit access at any time for maintenance, updates, or other operational needs.

Zhonia facilitates connections between creators and brands but does not guarantee the acceptance of any creator into a campaign, the sale of any product, or the performance of any campaign. All parties are responsible for evaluating the suitability of potential collaborations and agree to proceed at their own risk.

Some services provided through Zhonia may integrate with or redirect to third-party platforms (including, but not limited to, social media networks, payment processors, and e-commerce marketplaces). Your use of such third-party services is subject to their separate terms and conditions, and Zhonia is not responsible for any loss, damage, or dispute arising from such use.

We reserve the right, at our sole discretion, to reject, suspend, or remove any campaign, account, content, or transaction that we determine violates these Terms, applicable laws, or community standards, or that may harm the reputation or security of the Platform, its users, or third parties.

5. Use of This Site

By accessing or using www.zhonia.com (“Site”), you agree to comply with all applicable laws, these Terms and Conditions, and any additional guidelines or policies posted on the Site by Zhonia Inc. (“Zhonia,” “we,” “us,” or “our”). Your use of the Site and Services is subject to the following rules and restrictions:

5.1 Limited License

Zhonia grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Site solely for lawful purposes and in accordance with these Terms. You may not use the Site for any purpose other than those expressly permitted by Zhonia.

5.2 Prohibited Uses

• a) Copy, reproduce, distribute, transmit, display, perform, publish, license, create derivative works from, transfer, or sell any content, software, products, or services obtained from the Site without Zhonia’s prior written consent.
• b) Reverse-engineer, decompile, disassemble, or otherwise attempt to discover the source code, underlying ideas, algorithms, or trade secrets of the Site or its software.
• c) Use any automated system (including robots, spiders, offline readers, or scrapers) to access the Site without prior written consent, except for standard search engine technologies.
• d) Attempt to gain unauthorized access to any portion of the Site, accounts, computer systems, or networks connected to the Site, through hacking, password mining, or any other unlawful means.
• e) Upload, post, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or otherwise objectionable.
• f) Misrepresent your identity or affiliation with any person or entity, including using a false email address or impersonating another person or entity.
• g) Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use and enjoyment of the Site.

5.3 Content Submitted by Users

You represent and warrant that any materials, information, or content you submit through the Site (“User Content”) are accurate, not misleading, and do not violate any applicable law or the rights of any third party. By submitting User Content, you grant Zhonia a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content in connection with the operation, marketing, and promotion of the Site and Services.

5.4 Enforcement and Removal of Content

Zhonia reserves the right, at its sole discretion, to monitor, edit, refuse, or remove any User Content, or to suspend or terminate any account that violates these Terms or is otherwise harmful to the Site, the Services, or any third party, without prior notice or liability.

5.5 Reservation of Rights

All rights not expressly granted in these Terms are reserved by Zhonia. Any unauthorized use of the Site or Services automatically terminates the limited license granted by Zhonia and may subject you to civil or criminal penalties under applicable law.

6. Account Registration & Security

6.1 Account Creation

To access certain features of the Site or Services, you must create an account by providing accurate, current, and complete information as prompted by the registration form. You agree to update such information as necessary to maintain its accuracy. Zhonia reserves the right to reject, suspend, or terminate any account that contains false, misleading, or incomplete information. Accounts are non-transferable, and each user or entity may register only one account unless otherwise authorized in writing by Zhonia.

6.2 Eligibility Verification

By registering an account, you represent and warrant that you meet all eligibility requirements outlined in these Terms. Zhonia may, at its discretion, require verification of your identity, age, and other details before granting or continuing access to the Site or Services.

6.3 Account Security

You are solely responsible for maintaining the confidentiality of your account login credentials and for all activities that occur under your account, whether authorized by you or not. You agree to:

• a) Immediately notify Zhonia of any unauthorized use of your account or any other breach of security; and
• b) Ensure that you log out from your account at the end of each session when accessing the Site from a shared or public device.

6.4 Prohibited Account Activities

You agree not to:

• a) Share your account credentials with any other individual or entity without Zhonia’s prior written consent;
• b) Create more than one account per individual or entity, except as expressly permitted by Zhonia; or
• c) Use another user’s account without permission.

6.5 Liability for Account Activity

You acknowledge and agree that Zhonia is not liable for any loss or damage arising from your failure to comply with these account security obligations. You further agree to indemnify and hold harmless Zhonia from any claims, damages, losses, or expenses (including legal fees) arising from your account activity, whether conducted by you or an unauthorized party.

6.5 Liability for Account Activity

Zhonia reserves the right to suspend, restrict, or terminate your account at any time, with or without notice, if we believe, in our sole discretion, that you have violated these Terms, engaged in fraudulent activity, or compromised the security or integrity of the Site or Services.

7. Payment Terms

7.1 General Payment Structure

Zhonia facilitates collaborations between brands (“Brands”) and creators (“Creators”) through the Site and Services. Brands agree to pay Zhonia the applicable fees for campaigns, collaborations, or other services as described on the Site, in proposals, or separate agreements. Zhonia will distribute payments to Creators in accordance with the agreed commission or fixed payment terms, less any applicable service fees, platform fees, or deductions as outlined herein. Brands must pay all applicable fees in full prior to the commencement of Services. All payments are non-refundable except where required by applicable law.

7.2 Payment Processing

All payments are processed through the payment provider(s) designated by Zhonia, which may include third-party platforms such as TikTok’s payment system (“TAP”) or other authorized processors. By using the Services, you agree to be bound by the applicable payment processor’s terms, conditions, and privacy policies. Zhonia is not responsible for delays, errors, or failures caused by third-party payment processors. All commissions owed to creators will be calculated after applicable fees, payment processing charges, and platform commissions are deducted.

7.3 Escrow & Release of Funds

Zhonia acts only as an intermediary for payments between Brands and Creators. Funds owed to a Creator will only be released after:

• a)The Brand confirms satisfactory completion of the deliverables;
• b)Any applicable review or dispute resolution period has expired; and
• c)Zhonia has received a fully cleared payment from the Brand.

If the Brand fails to pay, disputes the work, or initiates a payment reversal, Zhonia is under no obligation to pay the Creator from its funds. Any payment to the Creator is contingent on Zhonia receiving the corresponding funds from the Brand.

7.4 Refunds, Chargebacks, and Disputes

• a)Brands: All payments are final and non-refundable unless required by applicable law. Chargebacks or payment reversals may only be initiated in cases of fraud or unauthorized transactions, which must be reported to Zhonia within 5 business days of discovery.
• b)Creators: Payment may be delayed or withheld if a Brand raises a legitimate dispute or you fail to meet agreed requirements.
• c)If a chargeback, refund, or reversal occurs after payment to a Creator, Zhonia reserves the right to recover such amounts from the Creator.

7.5 Taxes

You are solely responsible for reporting and paying any and all federal, state, or local taxes applicable to payments you receive through the Services. Zhonia does not provide tax advice and assumes no responsibility for your tax obligations. Where required by law, Zhonia may withhold applicable taxes from payments.

Any disputes regarding payments, fees, or transactions facilitated through Zhonia must be addressed exclusively through Zhonia’s internal dispute resolution process, and not directly between Creator and Brand, unless expressly authorized by Zhonia in writing.

7.6 Currency and Fees

Unless otherwise stated, all prices and payments are in U.S. Dollars (USD). You are responsible for any bank transfer fees, currency conversion charges, or payment processor fees incurred in connection with your transactions.

7.7 Right to Set-Off

Zhonia may deduct from any payment owed to you any amounts you owe to Zhonia, including service fees, refunds, penalties, or damages resulting from your breach of these Terms.

Any payment disputes must be submitted in writing within seven (7) days of the transaction date.

8. Content Ownership & Licensing

8.1 Ownership Between Brand and Creator

Unless otherwise stated in a separate written agreement between the Brand and Creator, the following rules apply:

• a) Creator Retention of Rights: Creators retain all rights, title, and interest in and to any original content they produce (“Creator Content”), except as licensed herein. Brands will own the rights to Creator Content only after full payment has been received.
• b) Brand License Upon Payment: By submitting Creator Content, you grant Zhonia a perpetual, worldwide, royalty-free license to use, reproduce, display, and promote such content for marketing, archival, and platform-related purposes. Upon full cleared payment to Zhonia for the campaign, the Creator grants to the Brand a worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, publish, translate, distribute, display, and create derivative works of the Creator Content in any media now known or hereafter developed, for any lawful business purpose, including marketing, advertising, promotion, and resale.
• c) No Transfer Without Payment: All rights to Creator Content are contingent upon full payment by the Brand. If payment is not made in full, the Brand receives no rights to the Creator Content, and any use will be considered unauthorized and may be subject to legal action.

8.2 Zhonia License to Use Content

By submitting or uploading any Creator Content to the Site, both the Creator and the Brand grant Zhonia a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, publish, create derivative works from, distribute, perform, and display such content for:

• a) Operation of the Services;
• b) Marketing, promotional, and advertising purposes (including use in case studies, testimonials, and social media); and
• c) Compliance with legal obligations or enforcement of these Terms.

8.3 Representations and Warranties

You represent and warrant that:

• a) You have all necessary rights, licenses, consents, and permissions to grant the licenses in this Section;
• b) Your content does not infringe, misappropriate, or violate the intellectual property rights, publicity rights, or privacy rights of any third party; and
• c) Any endorsements, reviews, or testimonials in your content are truthful and comply with the U.S. Federal Trade Commission (FTC) guidelines.

8.4 Moral Rights Waiver

To the maximum extent permitted by applicable law, you waive any moral rights you may have in the Creator Content, including rights of attribution and integrity, so that the Brand and Zhonia may adapt and use the content without restriction.

8.5 Indemnification for IP Claims

You agree to defend, indemnify, and hold harmless Zhonia, its affiliates, officers, directors, employees, and agents from and against any claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from any alleged or actual infringement, misappropriation, or violation of intellectual property rights in connection with your content.

8.6 Survival

The rights and licenses granted in this Section survive any termination or expiration of your account or these Terms.

Creators represent and warrant that their content does not infringe upon any third-party rights and agree to indemnify Zhonia against any related claims. Zhonia shall not be held liable for any intellectual property disputes, claims, or infringements arising between a Creator and Brand, and the parties agree to resolve such disputes directly between themselves.

9. Intellectual Property

9.1 Zhonia IP Ownership

All content, features, functionality, and materials available on the Site and through the Services, including but not limited to text, graphics, logos, button icons, images, audio clips, video clips, data compilations, software, and the design, selection, and arrangement thereof (collectively, “Zhonia Content”), are the exclusive property of Zhonia Inc., its affiliates, licensors, or other content suppliers, and are protected by United States and international copyright, trademark, trade secret, and other intellectual property or proprietary rights laws.

9.2 Brand Names and Marks

The name “Zhonia,” along with all associated logos, product names, service names, designs, and slogans used on the Site or in the Services, are proprietary to Zhonia Inc. You may not use these names or marks in any manner that could cause confusion, imply affiliation, or misrepresent your relationship with Zhonia without prior written permission.

9.3 Limited License to Users

Subject to compliance with these Terms, Zhonia grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Site and Services for their intended purposes. This license does not permit you to:

• a) Modify, reproduce, distribute, publicly display, or publicly perform any Zhonia Content without prior written consent;
• b) Remove or alter any proprietary rights notices; or
• c) Use any branding, logos, or distinctive elements from the Site without explicit written permission.

9.4 Prohibited Uses of Zhonia IP

You agree not to copy, imitate, or use any part of Zhonia’s Site, Services, or branding (including look and feel, page layouts, or functional elements) for any commercial purpose that competes with Zhonia, whether directly or indirectly, without prior written consent.

9.5 Reservation of Rights

All rights not expressly granted to you are reserved by Zhonia and its licensors. No rights are granted by implication, estoppel, or otherwise.

9.6 Feedback

If you submit feedback, ideas, suggestions, or proposals to Zhonia (“Feedback”), you acknowledge and agree that:

• a) Zhonia may use and exploit such Feedback without restriction and without any obligation to compensate you; and
• b) Such Feedback will not be treated as confidential.

9.7 Enforcement

Zhonia reserves the right to protect and enforce its intellectual property rights to the fullest extent permitted by law, including seeking injunctive relief, damages, and attorneys’ fees.

9.8 DMCA Compliance

Zhonia complies with the Digital Millennium Copyright Act (“DMCA”) and responds to valid copyright infringement notices. If you believe your intellectual property rights have been infringed, please contact us at DMCA email, zhonia.team@gmail.com.

10. Prohibited Conduct

By using the Site or Services, you agree not to engage in, encourage, or assist others in engaging in any of the following prohibited activities:

10.1 Unlawful Activity

Engaging in any activity that violates any applicable federal, state, local, or international law, regulation, or ordinance.

10.2 Fraud & Misrepresentation

Providing false, misleading, or inaccurate information during account registration, onboarding, or use of the Services; impersonating another person or entity; or misrepresenting your affiliation with any person or organization.

10.3 Intellectual Property Infringement

Uploading, posting, or transmitting any content that infringes, misappropriates, or violates any intellectual property or proprietary rights of Zhonia or any third party, including copyrights, trademarks, trade secrets, or rights of publicity or privacy.

10.4 Circumvention of Platform

Attempting to bypass Zhonia’s platform or payment systems to work directly with another user you connected with through the Services, without Zhonia’s prior written consent.

10.5 Security Violations

• a) Attempting to gain unauthorized access to any accounts, systems, networks, or data connected to the Site or Services;
• b) Introducing any viruses, malware, spyware, or other harmful code;
• c) Interfering with or disrupting the integrity, security, or performance of the Site or Services.

10.6 Automated Access

Using any robot, spider, scraper, data mining tool, or other automated means to access or collect information from the Site without Zhonia’s prior written permission, except for standard search engine indexing.

10.7 Harassment & Harmful Content

Uploading, posting, or transmitting any unlawful content, harassing, abusive, defamatory, vulgar, obscene, hateful, discriminatory, or otherwise objectionable, as determined by Zhonia in its sole discretion.

10.8 Competitive Use

Using the Site or Services to develop, operate, or provide any product or service that competes with Zhonia, or to copy any ideas, features, or functions of the Site or Services.

10.9 Manipulation of Services

Engaging in click fraud, fake engagement, falsifying campaign metrics, or any other action intended to manipulate campaign performance or mislead users or brands.

10.10 Other Harmful Conduct

Engaging in any conduct that, in Zhonia’s sole judgment, restricts or inhibits any other person or entity from using or enjoying the Site or Services, or that exposes Zhonia or its users to any liability, damages, or harm of any kind.

10.11 Enforcement

Zhonia reserves the right, in its sole discretion, to investigate violations of this section, suspend or terminate accounts, remove content, and take any legal action it deems necessary to protect the integrity of the Site, the Services, and its community.

10.12 Anti-Fraud Clause

Engaging in fraudulent activity, including but not limited to inflating engagement metrics, misrepresenting content performance, or providing false information to Zhonia, is strictly prohibited.

11. Non-Circumvention

You agree not to bypass or circumvent Zhonia by engaging in direct transactions with any user you meet through the platform for a period of six (6) months after your last interaction through Zhonia.

Any violation of this provision will be considered a material breach of these Terms, and Zhonia reserves the right to seek all available remedies, including but not limited to injunctive relief, recovery of lost fees, and termination of your account.

12. Non-Disparagement

You agree not to make, publish, or communicate to any person or entity, in any medium or forum, any false, misleading, or defamatory statements about Zhonia, its officers, directors, employees, agents, services, or business practices. This includes but is not limited to online reviews, social media posts, and public forums.

This provision does not prohibit you from making truthful statements that are legally protected, including those made in the course of reporting possible violations of law to any governmental agency or entity, or as required by law, regulation, or legal process.

Before posting any public criticism or complaint regarding Zhonia, you agree to first provide Zhonia with a reasonable opportunity (no less than 10 business days) to address and resolve your concerns through our official support channels.

Nothing in this section shall prevent you from making truthful statements when required by law, regulation, or legal process.

13. Termination

13.1 Termination by Zhonia

Zhonia reserves the right, in its sole discretion and without liability, to suspend, restrict, or terminate your access to the Site or Services at any time, with or without notice, for any reason or no reason, including but not limited to:

• a) Violation of these Terms and Conditions, any applicable law, or any posted policy;
• b) Conduct that may harm Zhonia’s reputation, business, users, or operations;
• c) Failure to make required payments;
• d) Fraudulent, abusive, or illegal activity;
• e) Inactivity of your account for an extended period, as determined by Zhonia; or
• f) Technical, security, or legal concerns that necessitate immediate action.

13.2 Termination by You

You may terminate your account at any time by submitting a written request to Zhonia’s support team. Termination will take effect within a reasonable period after we process your request, subject to the completion of any outstanding transactions or obligations.

13.3 Effect of Termination

Upon termination of your account or access to the Services:

• a) All rights and licenses granted to you under these Terms shall immediately cease;
• b) Any outstanding payment obligations to Zhonia will remain due and payable;
• c) Zhonia may retain and use any User Content in accordance with the Content Ownership & Licensing section of these Terms; and
• d) Sections of these Terms that by their nature should survive termination (including but not limited to Limitation of Liability, Indemnification, Non-Circumvention, and Intellectual Property) will remain in effect.

13.4 No Refunds

Unless otherwise expressly stated in writing, all fees paid to Zhonia are non-refundable, even if your account is suspended or terminated before the end of any paid term.

13.5 Reactivation

Zhonia may, at its sole discretion, allow for reactivation of a terminated account upon satisfaction of certain conditions, including payment of any outstanding amounts and agreement to comply with all applicable Terms.

Zhonia may terminate accounts immediately, without notice, for fraud, infringement of intellectual property rights, or violation of applicable laws.

14. Disclaimers

Zhonia does not guarantee the quality, safety, legality, or suitability of any products, services, or content exchanged through the platform.

14.1 No Warranty on Services

The Site, Services, and all content, materials, products, and information provided by Zhonia are made available on an “as is” and “as available” basis, without warranties of any kind, whether express, implied, statutory, or otherwise. To the fullest extent permitted by applicable law, Zhonia disclaims all warranties, including but not limited to:

• a) Implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
• b) Any warranties arising out of the course of dealing, usage, or trade practice; and
• c) Any warranties that the Site or Services will be uninterrupted, error-free, secure, or free of viruses or harmful components.

14.2 User Responsibility

You acknowledge that you are solely responsible for your interactions with other users of the Site, including brands and creators. Zhonia does not warrant, endorse, guarantee, or assume responsibility for any product, service, content, or transaction offered by a user or third party through the Site. You understand and agree that Zhonia is not a party to, and will not be liable for, any agreements or disputes between you and other users.

14.3 No Guarantee of Results

Zhonia does not make any guarantees regarding the success, profitability, engagement, sales, or performance of any campaign, collaboration, or product promoted through the Services. Any examples of past or potential results are provided for illustrative purposes only and do not constitute a promise or warranty of any kind.

14.4 Third-Party Content & Links

The Site may contain links to third-party websites, services, or content. Zhonia does not control, endorse, or assume responsibility for any third-party content, products, services, or websites. Access to and use of third-party resources is at your own risk and subject to the terms and policies of those third parties.

14.5 Compliance with Laws

Zhonia does not warrant that the Services are appropriate or available for use in all jurisdictions. You are responsible for ensuring that your use of the Site and Services complies with all applicable laws, rules, and regulations in your location.

14.6 Limitation for California Residents

Nothing in these Terms shall limit any rights you may have under applicable California law that cannot be waived. If any disclaimer or limitation of liability is found unenforceable under California law, such provision shall be modified to the minimum extent necessary to comply with applicable law while maintaining the maximum possible limitation on Zhonia’s liability.

15. Limitation of Liability

15.1 General Limitation

To the fullest extent permitted by law, in no event shall Zhonia Inc., its Affiliates, officers, directors, employees, agents, contractors, licensors, or service providers be liable to you or any third party for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, goodwill, data, or other intangible losses, arising out of or in connection with:

• a) Your access to or use of, or inability to access or use, the Site or Services;
• b) Any conduct or content of any user or third party;
• c) Unauthorized access to, use of, or alteration of your transmissions or content; or
• d) Any matters beyond Zhonia’s reasonable control.

15.2 Cap on Damages

In no event shall Zhonia’s total cumulative liability to you for all claims arising out of or related to these Terms, the Site, or the Services exceed the greater of:

• a) One hundred U.S. dollars ($100); or
• b) The total amount paid by you to Zhonia in the twelve (12) months preceding the event giving rise to the claim.

15.3 Basis of the Bargain

The limitations of liability set forth in these Terms are fundamental elements of the agreement between you and Zhonia. You acknowledge that Zhonia would not be able to provide the Services without such limitations, and that these limitations shall apply even if any limited remedy is found to have failed of its essential purpose.

15.4 Jurisdiction-Specific Exceptions

Some jurisdictions, including certain U.S. states, do not allow the exclusion or limitation of certain damages. In such jurisdictions, Zhonia’s liability shall be limited to the maximum extent permitted by applicable law. To the maximum extent permitted by law, Zhonia shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, even if advised of the possibility of such damages.

16. Indemnification

This includes all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and court costs).

16.1 Your Obligation to Indemnify

You agree to defend, indemnify, and hold harmless Zhonia Inc., its Affiliates, officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the “Indemnified Parties”) from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or relating to:

• a) Your access to or use of the Site or Services;
• b) Your violation of these Terms or any applicable law or regulation;
• c) Any breach of your representations, warranties, or obligations under these Terms;
• d) Any User Content you submit, post, transmit, or otherwise make available through the Services, including but not limited to claims of infringement, defamation, violation of privacy, or misappropriation;
• e) Any transaction, communication, or interaction between you and another user, brand, creator, or third party (whether online or offline); and
• f) Any negligence, willful misconduct, or fraud committed by you or on your behalf.

16.2 Procedure for Indemnification

Zhonia will:

• a) Provide you with prompt written notice of any claim for which indemnification is sought (failure to provide such notice shall not relieve you of your obligations except to the extent you are materially prejudiced by such failure);
• b) Permit you to control the defense and settlement of the claim, provided that you may not settle any claim without Zhonia’s prior written consent if such settlement imposes any obligation on the Indemnified Parties, admits liability, or does not include a complete release; and
• c) Have the right, at its own expense, to participate in the defense of any such claim with counsel of its choosing.

16.3 Survival

Your indemnification obligations under this Section shall survive the termination or expiration of these Terms and your use of the Site or Services.

17. Governing Law & Dispute Resolution

17.1 Governing Law

These Terms and any dispute, claim, or controversy arising out of or relating to the Site, Services, or these Terms (collectively, “Disputes”) shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles.

17.2 Agreement to Arbitrate

Except as provided in Section 17.5 below, you and Zhonia agree that any Dispute shall be resolved exclusively through binding arbitration, administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, if applicable, its Supplementary Procedures for Consumer-Related Disputes, in effect at the time the arbitration is initiated. The arbitration shall take place in Los Angeles County, California, before a single neutral arbitrator, and the proceedings shall be conducted in English.

17.3 Arbitration Procedures & Costs

• a) The arbitrator shall have exclusive authority to resolve all disputes, including disputes relating to the interpretation, applicability, enforceability, or formation of these Terms.
• b) The arbitrator’s decision shall be final and binding, and judgment on the award may be entered in any court having jurisdiction.
• c) Each party shall bear its own attorneys’ fees and costs unless otherwise provided by applicable law or the arbitrator’s award.

17.4 Class Action Waiver

You agree that all Disputes must be brought in your capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

17.5 Small Claims Court Exception

Nothing in this Section shall prevent either party from bringing an eligible claim in small claims court in Los Angeles County, California, provided such claim is filed and maintained on an individual basis.

17.6 Injunctive & Equitable Relief

Nothing in this Section shall prevent Zhonia from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or to prevent unauthorized use of the Site or Services.

17.7 Time Limit to Bring Claims

To the maximum extent permitted by law, you agree that any Dispute must be filed within one (1) year after the cause of action arose; otherwise, it will be permanently barred.

Any dispute shall be resolved through binding arbitration in [Los Angeles, California], under the rules of the American Arbitration Association.

18. Changes to These Terms

18.1 Right to Modify

Zhonia reserves the right, at its sole discretion, to modify, update, or replace any part of these Terms at any time. Any such changes will become effective immediately upon posting to the Site unless otherwise stated.

18.2 Notice of Changes

When material changes are made, Zhonia will provide notice by:

• a) Posting the updated Terms on the Site with the “Last Updated” date revised; and/or
• b) Sending an email to the address associated with your account, when applicable.

18.3 Continued Use as Acceptance

Your continued access to or use of the Site or Services after the effective date of any changes constitutes your full acceptance of the updated Terms. If you do not agree to the updated Terms, you must stop using the Site and Services immediately.

18.4 Version Control

For clarity, the version of the Terms in effect at the time of your use will govern that specific use. You are encouraged to review the Terms regularly to stay informed of any updates.

Continued use of the Site and Services after such changes constitutes your acceptance of the updated Terms.

19. Contact

If you have any questions, concerns, or feedback regarding these Terms or the Services, you may contact us at:

Zhonia Inc.

Email: zhonia.team@gmail.com

Mailing Address: 15700 Don Julian Rd., City of Industry, CA 91745, United States of America

All legal notices or formal correspondence required under these Terms must be sent in writing to the mailing address above. Notices will be deemed received:

• a) If sent by email – on the date the email is transmitted, provided no bounce-back or error message is received; or
• b) If sent by certified or registered mail, three (3) business days after the date of mailing.