Terms of Use

1. Acceptance of the Terms

By entering to, connecting to, accessing or using the Services, you acknowledge that you have read and understood the following Terms of Use, including our Privacy Policy (the “Privacy Policy”, collectively with these Terms of Use, the "Terms") and you agree to be bound by them and to comply to the applicable laws and regulations regarding your use of the Services and you agree that these Terms constitute a binding and enforceable legal contract between Zorro and you. Use of the Services constitutes your ongoing consent to receive communications electronically and to the permissions granted to your Employer Admin and Broker (if applicable) to act on your behalf for benefit-related purposes. ATTENTION - READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SERVICES IN ANY MANNER. 

Any separate written agreement entered into between Zorro and Employer with respect to the use and access to the Services, shall take precedence over conflicting provisions in these Terms.   

2. User Access and Delegated Authority

2A. Roles and Permissions

The following definitions and permissions apply with respect to the Services:

- “Employer” refers to the organization contracting with Zorro to provide access to the Services for its Employees.

- “Employee” refers to an individual employed by an Employer who is granted access to the Services as a potential recipient of applicable benefits.

- “Employer Admin” refers to personnel designated by the Employer to manage benefit settings, employee access, enrollment activities (as applicable), can view the employee account, act on their behalf, and operate within the Zorro platform.  

 - “Broker” refers to an insurance agency or insurance agent that acts as a consulting entity to the Employer and may, additionally, consult employees with regards to their employer benefits and medical coverage. The Broker may be Zorro, or may be another entity. 

- ”Agent of Record” or “Enrollment Team” refers to the entity that conducts enrollments with insurance carriers, transmitting information from the Zorro platform to insurance carriers. Agent of Record can also assist Employee with navigating the Zorro platform to understand plan options or with selecting a plan. The Agent of Record may be Zorro, or may be another entity. 

To the extent permitted by law and subject to applicable consents:

- Employer Admins and Brokers may act on behalf of Employees, including selecting benefit Plans and/or opening accounts, to the extent such activity is facilitated by the Services.

- If an Employer Admin, Broker or Agent of Record performs these actions, they are solely responsible for ensuring that the Employee is informed that: (i) their account has been created, and (ii) these Terms apply and are binding on the Employee.

By using the Services, Employees expressly authorize the Employer Admin, Broker, Agent of Record and/or Zorro (as applicable) to (a) access their benefit-related information for purposes of providing Services, (b) enroll them in a Plan on their behalf, and (c) act on their behalf for matters related to the Services, to the extent permitted under law. Employees agree to cooperate as reasonably necessary to complete enrollment, including responding to communications and providing accurate information as requested by Zorro or its designated Enrollment Team.

Broker and Agent of Record Disclosures  

Where a Broker and/or Agent of Record other than Zorro acts on behalf of an Employee in selecting or enrolling in a Plan, the Broker and/or Agent of Record does so as an independent advisor and not as an employee, agent, or representative of Zorro. Zorro does not supervise, control, or verify the advice or selections made by Brokers. Zorro makes no guarantees regarding the accuracy, completeness, or suitability of the plans presented by a Broker and/or Agent of Record. Employees are encouraged to verify all plan information directly with the carrier and to carefully review any materials or communications provided by a Broker before making enrollment decisions.

Zorro makes no representation or warranty and assumes no liability for actions taken by any Employer Admin, Broker or Agent of Record on behalf of any Employee. The Employee acknowledges that they remain ultimately responsible for benefit decisions, Plan selections, and all required carrier interactions unless otherwise stated by law or applicable agreement.

2B. Consent to Communications

By using the Services, you consent to receive all communications related to your account, benefit enrollment, deadlines, coverage, regulatory notices, and updates to these Terms via email or other electronic means. This includes communications sent by Zorro, your Employer Admin, or your Broker.

You acknowledge and agree that your continued use of the Services and receipt of such communications constitutes your ongoing consent to electronic delivery. If you access the Services or receive any communication from Zorro or its partners without timely objecting in writing, you are deemed to have accepted electronic delivery as your default communication method.

You are solely responsible for monitoring your email, including spam or junk folders, and ensuring that communications from Zorro and authorized partners are not blocked. Zorro is not responsible for any loss of coverage, enrollment delays, or other consequences resulting from your failure to receive or act on any email or notification sent to your designated contact information.

3. The Services

Zorro provides a platform to access information concerning certain available Plans for Employees, based on the budget provided by Employers. Personal information and employees' preferences is provided by the Employee. Zorro uses commercially reasonable efforts to display plans it can support; however, the platform may not list all available health insurance plans available in employee’s region. Employees remain solely responsible for reviewing their eligibility and selecting any plan that best meets their needs, whether or not such plan is visible on the platform. By submitting forms through the Services, you authorize Zorro to transmit your digital signature and enrollment information to insurance carriers in the manner required for plan enrollment. 

Zorro may offer an AI-powered assistant (“AI Assistant”) to help Employees navigate the plan selection process and answer general questions. The AI Assistant is intended solely for general informational support and does not constitute legal, tax, medical, or financial advice.

While the AI Assistant is designed to assist users with selecting or evaluating health plans, Zorro does not guarantee the accuracy, completeness, or appropriateness of any response or recommendation provided by the AI Assistant. Final plan selection and enrollment remain the sole responsibility of the Employee.

Use of the AI Assistant is optional and at your own risk. Zorro expressly disclaims any liability for actions taken or decisions made based on the AI Assistant’s output.

For some applicable Employees, Zorro also provides a payment solution to pay the premiums for medical plans. 

In some applicable cases, Zorro also provides additional services related to the Plans as may be available through the Services from time to time at Zorro’s discretion and as agreed with  the applicable Employer, such as Agent of Record/enrollment services with insurance carriers. 

Whether or not Zorro provides a payment solution to the Employer and/or Employees, Zorro shall not be held liable for the payment of premiums to insurance carriers. The Employee who is enrolled in the medical plan is the only responsible party for the confirmation of payments to the insurance carrier. Employees are responsible for, and must confirm the status of payments of their medical plan with their insurance carrier in order to get enrolled, and in every subsequent month in order to remain enrolled.  Employees are solely responsible for monitoring the status of their premium payments and if a premium payment fails for any reason, the employee must immediately notify the designated Agent of Record in order to avoid a lapse in coverage. Zorro is not responsible for delays or failures in premium processing, and does not commit to monitoring plan payment status on behalf of employees. Employees are further responsible for: (i) Carefully reviewing and acting on any communications received from their insurance carrier related to premium status or payment issues; (ii) Immediately remitting payment directly to the carrier if notified of a payment issue; and (iii) Logging into their carrier account regularly to confirm that premium payments are current and coverage is active.

When Zorro is the Agent of Record and provides enrollment services, Zorro will not be liable for errors or omissions on the part of insurance carriers, including delayed or erroneous enrollment. While Zorro will make reasonable efforts to facilitate accurate and timely enrollment, successful enrollment is dependent on timely and accurate information and actions from employees, employers, brokers, and other third parties. Employees are responsible for reviewing and/or attending to all communications, electronic or other, that they receive from Zorro, their insurance carrier, third party enrollment services or anything other entity, and responding to the requests made in those communications. Employees must confirm the status of their enrollment in the medical plan they elected with their insurance carrier.    

When Zorro does not provide enrollment services, an external third party may provide these. Zorro will not be liable for any action or activity of such an external third party. Such an external third party is deemed to use the Zorro platform to facilitate its own services, and all interactions shall be governed by its own terms and conditions vis-a-vis Employers and Employees. Zorro shall have no legally binding part in the execution of such services. 

Whether or not Zorro provides enrollment services, consent to these terms constitutes approval for the provider of enrollment services to enroll Employees in an insurance plan elected on the Zorro platform. Employees further consent to the provider of enrollment services contacting them after termination of employment with the Employer and deletion from the Zorro platform, for purposes of reviewing continued health insurance options. Contact information will be used solely for this purpose and never for marketing or other purposes.

The Services, including any plan recommendations (if applicable), comparison tools, or decision support features, are provided for general informational purposes only. Zorro does not provide legal, tax, or medical advice, and nothing on the platform should be construed as such. You should consult with licensed legal, tax, or medical professionals before making any decisions regarding your benefits or coverage options. 

Zorro makes no representations or warranties regarding the suitability, completeness, or accuracy of any plan recommendation for your specific legal, financial, or health situation.

Zorro acts solely as a technology platform to facilitate the presentation of health plan options and to support the enrollment process. While the Services may assist in surfacing or transmitting plan options, the final selection, verification, and enrollment status in any Plan remains the sole responsibility of the Employee and/or Employer.

Employees and Employers are responsible for:

- Reviewing all plan materials and terms directly from the carrier;

- Confirming eligibility and the accuracy of submitted enrollment information;

- Ensuring timely submission and receipt of required documentation or payments; and

- Monitoring all communications and account activity directly with the carrier

Zorro does not guarantee eligibility, enrollment, carrier acceptance, or ongoing coverage and disclaims all liability arising from inaccurate or incomplete plan selections or missed deadlines. Zorro does not guarantee the accuracy of premium pricing provided by carriers through API integrations or other data sources. Users are responsible for verifying final pricing directly with the carrier prior to enrollment.

Opt-Out and Platform Access

Access to Zorro’s Services is required to receive plan recommendations, enrollment support, and critical benefit-related communications. If you choose to stop using the Services or request deactivation of your account, you understand you will not be getting a Health plan and acknowledge that Zorro shall not assist you with plan selection, enrollment, ongoing support, or carrier interactions. Employees may revoke the authority granted to an Employer Admin, Broker, or Agent of Record to act on your behalf at any time by providing written notice to Zorro. Such revocation will apply prospectively and will not affect any actions taken or authorizations made prior to Zorro's receipt and processing of your revocation request.

Any such opt-out must be submitted in writing. Zorro shall not be liable for any resulting consequences, including but not limited to missed enrollment periods, premium payment failures, and/or termination of your health coverage. It is your responsibility to coordinate directly with your Employer, Broker, or insurance carrier after opting out.

4. Sign Up

In order to use the Services, Employer/ Employee / Broker must sign up through the designated link provided by Zorro or as otherwise directed and/or operated by Zorro before accessing the Services (“Zorro Access”). To complete your registration, we may require certain information which will include your name and e-mail. You are responsible for all actions made by you or on your behalf through your Zorro Access. You agree not to share your Zorro Access with any third party, and you are responsible for any use or misuse performed through Zorro Access. We reserve the right to temporarily suspend or permanently terminate your access to the Services if we determine that you or anyone on your behalf is using the Services in a manner which violates these Terms.

If you wish to modify or delete your Zorro Access, you may do so by contacting Zorro support available at support@myzorro.co. Your Zorro Access will be terminated within a reasonable time following your request in accordance with the Privacy Policy, and from that date you will no longer be able to access the Services and the permissions, rights and licenses granted to you under these Terms shall terminate. 

NOTE THAT TERMINATING YOUR ACCESS TO THE SERVICES MAY CAUSE THE LOSS AND/OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY WITH REGARD TO YOUR USE OF THE SERVICES. ZORRO SHALL NOT BE LIABLE IN ANY WAY FOR SUCH UNAVAILABILITY AND/OR LOSS.

5. Limited License to Use the Zorro Services

Subject to these Terms and payment of the subscription fee provided under an applicable separate agreement (if applicable), Zorro grants Employer and its Employees a limited, non-exclusive, non-assignable, not-tradeable, non-sub-licensable, fully and immediately revocable at Zorro’s discretion, license, to access and use the Services solely for Employer’s internal business purposes, under the condition that Employer and/or anyone on its behalf (i) may not modify or prepare derivative works of the Services, (ii) will not, nor permit others to obscure, alter or remove any notice of copyright set forth on the Services, (iii) will not, nor permit others, to otherwise reproduce, re-distribute, aggregate or publicly display any of the Services; (iv) uses the Services in accordance with these Terms. No other rights in the Services are granted.

You hereby agree that upon Zorro’s request you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of these Terms.

6. Compensation Disclosure

In consideration for the grant of the licenses and rights granted to use the Services as described herein, Employer may be required to pay Zorro certain subscription fees as agreed under a separate agreement executed between the parties. In addition to the fees charged from Employer, Zorro may receive commissions from insurance carriers which may vary from one Plan to another (“Commission”). Such Commission is usually calculated at the calendar year end and is contingent on various factors such as overall number of Plans and/or number of participants in Plans for which Zorro have placed the insurance, Plan retention rates, and premium growth. Zorro may accept the Commission solely in instances where it complies with applicable law and in accordance with its internal procedures concerning conflicts of interest. To clarify, the fees charged by insurance carriers from Employees in connection with the Plans is not affected from such aforesaid commissions. Zorro will provide additional information about the Commission within a reasonable timeframe of Employer’s request. 

7. Privacy Policy; Employee Data

Zorro respects the privacy of our Users and we are committed to protecting the personal information you share with us or that we collect in connection with your use of the Services. The Services may be used in order to collect, store, analyze and process certain information and data from you for the purposes set forth herein and in accordance with the Privacy Policy (“Employee Data”). If you intend to connect to, access or use the Services you must first read and agree to the Privacy Policy.

To the extent Zorro receives or processes any information that constitutes “Protected Health Information” (“PHI”) under the Health Insurance Portability and Accountability Act of 1996 and its implementing regulations (“HIPAA”), Zorro will handle such information in compliance with applicable HIPAA requirements. Zorro shall use reasonable and appropriate safeguards to prevent unauthorized use or disclosure of PHI and shall limit access to PHI to those personnel and third-party service providers with a legitimate need to know in connection with the Services.

Zorro is not acting as a “covered entity” under HIPAA. In some cases, Zorro may act as a “business associate” of a covered entity or plan sponsor. In such cases, a Business Associate Agreement (BAA) may be executed separately to supplement these Terms. Unless such an agreement is in place, Zorro disclaims any role as a business associate or covered entity under HIPAA and provides its Services solely as a technology platform.

In the event that Employer provides Employee Data on Employee’s behalf, Employer hereby represent and warrant that it has the full right, permissions and consents for using such Employee Data, including for Zorro’s use on its behalf, for the purpose of rendering the Services, and hereby waives any and all claims against Zorro in relation to the collection, use, storage or processing of such Employee Data and in relation to any violation of your and/or any of your Employees’ privacy.

Employee hereby grants Zorro a perpetual, irrevocable, non-exclusive, worldwide, royalty-free right and license to use Employee Data in a permanently anonymized or statistical basis for the purposes of improving and enhancing the Services, and for the development and/or evaluation of additional or modified services, features and functionalities.

8. Additional Restrictions on Your Use of the Services

Neither the Employer, Employees nor anyone on their behalf may (i) use or consume or use any content made available through the Services in a manner infringing upon the rights (including intellectual property rights) of the publisher(s) of such content including the Publisher(s) or any other third party; (ii) copy, replicate, scrape, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the content on, or made available through the Services and any other information, documents, material and data made available on or made through the Services (collectively, the “Content”) in any way, or publicly display, perform, or distribute the Content, without Zorro’s (and as applicable Publisher’s) prior written consent; (ii) use of the Content on any other website or networked computer environment for any purpose without Zorro’s prior written consent; (iii) except under specific agreement with Zorro, create a browser or border environment around the Services Content, link, including in-line linking, to elements on the Services or which are made available through the Services; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, which may infringe third party rights, including intellectual property and privacy rights, or which may contain any unlawful content; (v) transmit or otherwise make available in connection with the Services or use them to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services or the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vii) use the Services and/or Content for any illegal, immoral or unauthorized purpose. 

9. Feedback

In the event that Users provide Zorro with any suggestions, comments or other feedback relating to Zorro’s Services (collectively, “Feedback”), such Feedback is deemed as the sole and exclusive property of Zorro and you hereby irrevocably assign to Zorro all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise preclude from providing to Zorro, and shall promptly inform Zorro as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.

10. Confidentiality

Either party (“Disclosing Party”) may disclose or make available to the other party (“Receiving Party”) certain confidential information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use of the Services or the Services in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperates in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees and contractors with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party.

Any Employee Data shall be deemed as the Confidential Information of Employee and, except as expressly set forth above with respect to anonymized data, Zorro shall not disclose such Employee Data to third parties or use such Employee Data in any manner, except as necessary to provide the Services.

11. Intellectual Property Rights

“Zorro Intellectual Property” means proprietary and intellectual property rights in and to the Services, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, the Content and related materials, Zorro’s trademarks, trade names, copyrightable materials, designs, “look and feel”, all whether or not registered and/or capable of being registered, and any and all Feedback.

Zorro’s Intellectual Property is owned and/or licensed to Zorro or its affiliates or licensors and is subject to copyright and other applicable intellectual property rights under Federal and state United States law, foreign laws and international conventions. 

“Zorro” and all logos and other proprietary identifiers used by Zorro in connection with the Services (“Zorro Trademarks”) are all trademarks and/or trade names of Zorro, whether or not registered. All other trademarks, services marks, trade names and logos which may appear on or with respect to the Services belong to their respective owners (“Third Party Marks”). No right, license, or interest to Zorro Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to Zorro Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein. You may not remove or delete copyright notices, restrictions and signs indicating proprietary rights of Zorro and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, and you represent and warrant that you will abide by all applicable laws in this respect and will not use any name, mark or logo that is identical, or confusingly similar to any of the Zorro Trademarks, whether registered or not.

12. Third Party Components

The Services may use or include third party software, files and components that are subject to open source and third-party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Services and Zorro disclaims all liability related thereto. You acknowledge that Zorro is not the author, owner or licensor of any Third Party Components, and that Zorro makes no warranties or representations, expressed or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.

13. Availability of the Services

The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Zorro’s service providers and contractors. Zorro does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or will otherwise be error-free. Zorro also reserves the right to select on which platforms it may offer its Services.

14. User Eligibility

To receive the Services, you must be over the age of eighteen (18). If Employee provides information concerning family members under the age of 18 through the Services, Employee hereby declares to Zorro that he/she is the parent or legal guardian of such individual. In such case, Employee (in his/her capacity as parent or guardian) assumes full responsibility for ensuring that the information provided to Zorro about the child or dependent is kept secure and accurate. In the event that it comes to our knowledge that a person under the age of eighteen (18) is using our Services, not in accordance with the abovementioned terms, we will prohibit and block such User from accessing our Services and will make all reasonable efforts to promptly delete any Personal Information (as such term is defined in herein with regard to such User).

15. Changes to The Services

Zorro reserves the right, at its sole discretion, to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently, the Services (or any part thereof) without notice, at any time. This includes, but is not limited to, the availability of specific features, plan recommendations, carrier integrations, support tools, or content displayed through the platform. You acknowledge that continued access to any particular feature and/or tool, recommendation tool and/or engine, or Plan listing, is not guaranteed. In addition, you hereby acknowledge that the Content available through the Services may be changed, modified, edited or extended in terms of content and form or removed at any time without any notice to you. Zorro may continuously update its Services with new capabilities or offerings or replace some of the capabilities with others. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited functionalities or limited locations. You agree that Zorro shall not be liable to you or to any third party for any modification, suspension, error, malfunction or discontinuance of the Services (or any part thereof).

16. Disclaimer of Warranties

OTHER THAN AS EXPLICITLY PROVIDED HEREUNDER THE SERVICES AND ANY OUTPUT THEREOF ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES WHATSOEVER CONCERNING THE USE, PERFORMANCE, FITNESS FOR PURPOSE, OR RESULTS OF THE SERVICES. ZORRO EXPRESSLY DISCLAIMS, AND THE EMPLOYER AND EMPLOYEES HEREBY EXPRESSLY WAIVES ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY AND ASSUMES NO RESPONSIBILITY FOR THE ADEQUACY, ACCURACY, COMPLETENESS OR EFFECTIVENESS OF ANY SERVICES. THE SERVICES ARE INTENDED ONLY AS A SOURCE OF INFORMATION AND DECISION SUPPORT MEANT TO ASSIST AND MAKE AVAILABLE TO EMPLOYER’S EMPLOYEES CERTAIN INFORMATION WITH RESPECT TO THEIR PLAN OPTIONS. 

WHILE ZORRO TAKES COMMERCIALLY REASONABLE MEASURES TO PRESENT YOU WITH OPTIMAL PLANS THAT ARE SUITABLE FOR YOUR PERSONAL NEEDS, WE ARE UNABLE TO GUARANTEE THAT THE PLANS OFFERED THROUGH THE SERVICES, INCLUDING BUT NOT LIMITED TO, THROUGH ZORRO’S AI ASSISTANT, CONSIST OF ALL AVAILABLE PLANS TO YOU OR WILL BE THE BEST PLANS FOR YOU. YOU UNDERSTAND AND ACKNOWLEDGE THAT THE SERVICES SHOULD BE USED AS AN ADDITIONAL SOURCE OF INFORMATION AND DO NOT REPLACE  OTHER SOURCES OF INFORMATION WHERE YOU ARE ENTITLED TO SHOP AND SELECT FOR PLANS (OUTSIDE OF THE SERVICES AND SUCH AS DIRECTLY ON CARRIERS PORTAL OR STATE EXCHANGE). ACCORDINGLY, YOU CONFIRM THAT THE PLAN YOU SELECTED OR THAT WAS SELECTED ON YOUR BEHALF BY THE EMPLOYER ADMIN AND/OR BROKER, AS THE CASE MAY BE, (WHETHER PURSUANT TO A RECOMMENDATION BY ZORRO SERVICES OR NOT AND) IS THE PLAN THAT YOU DEEM TO FIT YOUR NEEDS BEST.

ZORRO DOES NOT SERVE AS A THIRD-PARTY ADMINISTRATOR AND, EXCEPT WHERE BROKER-ON-RECORD SERVICES MADE AVAILABLE BY ZORRO IN SPECIFIC TERRITORIES, IT DOES NOT SELL, SOLICIT OR NEGOTIATE INSURANCE PRODUCTS. FURTHER, ANY SERVICES OR SUGGESTIONS DERIVED FROM THE ZORRO SERVICES, INCLUDING BUT NOT LIMITED TO, FROM ZORRO’S AI ASSISTANT, OR INFORMATION MADE AVAILABLE THEREFROM SHALL NOT BE CONSTRUED AS LEGAL, MEDICAL, OR TAX ADVICE TO EMPLOYER, ITS EMPLOYEES OR ANY OTHER PERSON. ZORRO ENCOURAGES EMPLOYER TO SEEK ANY SUCH ADVICE FROM COMPETENT LEGAL COUNSEL, MEDICAL EXPERT, OR TAX PROFESSIONALS.

17. Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL ZORRO OR AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF ZORRO TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF ZORRO BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS. 

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, ZORRO IS FOUND TO BE LIABLE TO EMPLOYER OR EMPLOYEES FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH EMPLOYER’S USE OF THE SERVICES OR ANY CONTENT THEREIN, ZORRO’S LIABILITY SHALL IN NO EVENT EXCEED THE AMOUNTS PAID BY EMPLOYER TO ZORRO WITHIN THE 12 MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU. IN ANY CASE NO ACTION MAY BE BROUGHT BY YOU FOR ANY BREACH OF THESE TERMS MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION. 

SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR ZORRO’S PROVISION OF THE SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ARE SUITABLE FOR THE ENGAGEMENT HEREUNDER, AND BOTH YOU AND US HAVE RELIED ON THESE LIMITATIONS AND RISK ALLOCATION IN DETERMINING WHETHER TO ENTER THESE TERMS.

18. Force Majeure

Zoroll shall not be liable for any failure or delay in performance and/or delivery of the Services under these Terms to the extent such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to acts of God, terrorism, war, riots, insurrections, natural disasters, governmental actions, labor disputes, internet or telecommunications failures, cyberattacks, power outages, or the actions of third-party service providers. The affected party will use reasonable efforts to mitigate the impact of any such event and resume performance as soon as reasonably practicable.

19. Amendments to the Terms

Zorro may modify or update these Terms from time to time, at its sole discretion and without any notice. We will notify regarding substantial changes of these Terms through the Services and/or we will send you notifications regarding such changes to the e-mail address provided by you or your Employer. Such substantial changes will take effect seven (7) days after such notice was provided through the Services or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. If you do not agree to the modified Terms of Use, you must stop using the Services immediately.

20. Dispute Resolution; Arbitration

Dispute Resolution; Arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services shall be resolved by binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted in New York County, New York, in the English language.

The arbitrator’s decision shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Waiver of Class or Consolidated Actions
You agree that any arbitration shall be conducted on an individual basis only, and not in a class, consolidated, representative, or collective action. You expressly waive any right to a jury trial or to participate in a class or representative proceeding.

Equitable Relief
Notwithstanding the foregoing, Zorro may seek injunctive or equitable relief in any court of competent jurisdiction (including in New York County, New York) for any actual or threatened breach of confidentiality, infringement of intellectual property rights, or unauthorized access or use of the Services.

21. Term and Termination

These Terms remain in effect while you use the Services or while you have an active account on the platform. Your access may be initiated directly or on your behalf by your Employer Admin or Broker.

You may cease using the Services at any time by deactivating your account or submitting a written request to contact@myzorro.com. Zorro may suspend or terminate your access to the Services at its sole discretion, including due to misuse, security concerns, inactivity, or the termination of Zorro's relationship with your Employer or Broker.

Termination of your access does not affect your obligation to monitor any ongoing premium payments or communications from your insurance carrier. Zorro will have no liability to you for the termination of access to the Services or loss of any data associated with your account following such termination.

The provisions of the sections in these Terms that by nature shall survive termination are including but not limited to Sections 2A (Roles and Permissions), 2B (Consent to Communication), 6 (Compensation Disclosure), 7 (Privacy Policy; Employee Data), 9(Feedback), 10 (Confidentiality), 11 (Intellectual Property Rights), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Force Majure), 19 (Amendment to the Terms), 20 (Dispute Resolution; Arbitration), and 22 (General) shall survive termination.

22. General

These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without Zorro's prior express written consent. We may assign our rights and/or obligations hereunder and/or transfer ownership rights in the Services (or any part thereof) to a third party without your consent or providing any prior notice. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

23. Contact Us

If you wish to receive more information on these Terms, please contact us using the details provided below:

MyZorro, Inc. 

Email: contact@myzorro.co

Address: 135 W 50th St Suite 200, New York, NY 10020