Terms of Service
Last updated: May 2026
These Terms of Service ("Terms") are a binding agreement between you and ZoRobotics, Inc. ("Zoro," "we," "us," or "our") and govern your use of the website at zoro.trade, the Zoro Alpha Program waitlist, the Zoro trading platform (collectively, the "Service"), and any related communications and features.
Please read these Terms carefully. Section 18 (Dispute Resolution) contains a binding individual arbitration agreement and a class action waiver. By accepting these Terms, you agree that disputes between you and Zoro will be resolved by individual arbitration and you waive your right to participate in a class action.
By clicking "Request Access," joining the waitlist, accepting an invitation, signing in, or otherwise using the Service, you agree to these Terms and to our Privacy Policy. If you do not agree, do not use the Service.
- 1. About Zoro and the Service
- 2. Eligibility
- 3. Your account
- 4. Alpha Program
- 5. Brokerage and third-party connections
- 6. Your trading agents
- 7. AI, backtests, and risk signals
- 8. Risk disclosures
- 9. Acceptable use
- 10. Fees
- 11. Intellectual property
- 12. Your content and feedback
- 13. Confidentiality
- 14. Communications and privacy
- 15. Service availability and modifications
- 16. Term and termination
- 17. Disclaimers
- 18. Limitation of liability
- 19. Indemnification
- 20. Dispute resolution and arbitration
- 21. Governing law and venue
- 22. General provisions
- 23. Contact
1. About Zoro and the Service
Zoro is a software platform that lets you build, configure, backtest, deploy, and manage automated trading agents (each, an "Agent") that operate on a brokerage account you separately maintain. The Service includes the website, the agent-creation and configuration tools, the backtesting and risk-signal tools, the trading-floor dashboard, AI-powered features, and related APIs and documentation.
What Zoro is not. Zoro is not a broker-dealer, an investment adviser, a futures commission merchant, a money services business, a custodian, a clearing firm, or a securities exchange. Zoro does not:
- Hold your funds, securities, or other assets
- Maintain your brokerage account or execute trades against an exchange
- Recommend specific securities, transactions, allocations, or strategies tailored to your personal circumstances
- Provide investment, legal, tax, accounting, or financial-planning advice
- Guarantee any performance result, return, or outcome
All securities and derivatives transactions originated by your Agents are routed to, accepted or rejected by, and executed by the brokerage you choose to connect. Your brokerage relationship, including custody of your funds and securities, the opening of your account, and your suitability for margin, options, or other features, is governed by your separate agreement with that brokerage. Zoro is a pass-through software layer that translates the configurations you create into orders the broker accepts or rejects.
2. Eligibility
To use the Service, you must:
- Be at least 18 years old and have the legal capacity to enter into binding contracts
- Reside in a jurisdiction where the Service is offered and where use of the Service does not violate applicable law
- Not be on any U.S. or other applicable sanctions list (including OFAC's Specially Designated Nationals List) and not be located in a comprehensively sanctioned jurisdiction
- Maintain an active account in good standing at a brokerage Zoro supports (required to use the Alpha product; not required to join the waitlist)
- Not have been previously suspended or removed from the Service by us
You represent and warrant that the above is true each time you use the Service.
The Service is intended for individuals and entities that understand algorithmic and automated trading and the risks involved. By using the Service, you represent that you have such understanding or have obtained appropriate professional advice.
3. Your account
Sign-in. Once you are invited to the Alpha Program, you create a Zoro account by signing in through one of our supported identity providers (currently X, Apple, or Google) and verifying a phone number or email with a one-time password. You are responsible for the credentials and security of the identity-provider account you use.
Accuracy. You agree to provide accurate, current, and complete information when you create your account and to keep that information up to date. You may not impersonate another person or use a name or identifier you do not have the right to use.
Security. You are responsible for safeguarding your credentials, your devices, and any sessions logged into the Service. You agree to notify us immediately at security@zoro.trade if you suspect unauthorized access to your account. You are responsible for activity on your account except as required by law.
One account per person. You may not create multiple accounts, share an account with another person, or transfer your account, except with our prior written consent.
Entity accounts. If you use the Service on behalf of a company, fund, or other organization, you represent that you are authorized to bind that entity, and "you" in these Terms refers to both you and that entity.
4. Alpha Program
The Service is currently offered under a closed Alpha Program. Additional terms apply during the Alpha:
- Invitation-only. Access is granted at Zoro's discretion. Joining the waitlist does not guarantee an invitation.
- Limited availability. Features may be incomplete, intermittent, or removed without notice. Performance, latency, and uptime are not guaranteed and no service-level agreement applies.
- No fees during Alpha. We do not currently charge for use of the Service. We may begin charging at the end of the Alpha or at any time on prior notice (see Section 10).
- Confidentiality. The Service, including its user interface, features, designs, roadmap, screenshots, and any other non-public information you learn from using it, is Zoro's confidential information. You agree to the obligations in Section 13.
- Feedback license. Your feedback is governed by Section 12.4.
- Termination. We may end the Alpha Program or terminate your participation at any time and for any reason. See Section 16.
5. Brokerage and third-party connections
You authorize the connection. When you connect a brokerage to the Service, you authenticate directly with the broker through OAuth and grant Zoro the permissions necessary to read account data and submit orders that your Agents generate. You can revoke these permissions at any time by disconnecting in the Service or at your broker.
Pass-through orders. When an Agent generates an order, Zoro transmits it to the broker on your behalf. The broker decides whether to accept, modify, or reject the order, and the broker is the entity that effects execution. Zoro does not guarantee that any order will be accepted, executed, or executed at any particular price or time.
Order responsibility. Every order Zoro routes is, for all purposes, your order. You are solely responsible for:
- The Agents you create, select, deploy, modify, or fail to monitor
- The orders those Agents generate
- The capital allocations between Agents
- Compliance with your brokerage's terms, your jurisdiction's laws, and applicable market rules
- Tax reporting and recordkeeping for your trading activity
Broker relationships are independent. Your relationship with your broker, including any margin, options, futures, or crypto agreements, is between you and that broker. Zoro is not a party to those agreements. If the broker rejects an order, freezes your account, requires additional margin, liquidates positions, or takes any other action, that is a matter between you and the broker.
Third-party providers. The Service depends on third-party services, including brokerage APIs, brokerage aggregators (such as Snap Trade), identity providers, market-data providers, hosting providers, and AI/LLM providers. Their availability, accuracy, and performance are not within Zoro's control, and outages or errors at those providers may affect the Service. See Section 17.
6. Your trading agents
You build and deploy. Agents are software configurations you create or select within the Service. You decide which Agents exist on your floor, what parameters they use, when they are deployed, paused, edited, benched, or retired, and how much capital is allocated to each. Zoro provides tools and AI assistance but does not select Agents for you.
Agent authors. Some Agents may be authored by third parties and made available through the Service. If you choose to use a third-party Agent, you do so at your own risk. You are responsible for understanding the Agent's logic, parameters, and risks before deploying it. Third-party Agent authors are not Zoro's agents or representatives, and Zoro does not endorse, recommend, or guarantee any Agent.
Risk gates. The Service may include automated risk controls (for example, hard drawdown thresholds, concentration limits, or volatility caps) that can pause an Agent or block a deployment. These controls are protective tools that operate based on the configuration you set. They are not guarantees against loss and may fail, fire late, or be bypassed by market conditions. You are responsible for setting risk parameters appropriate to your situation and for monitoring your floor.
Capital allocation. Where the Service automatically reallocates capital between your Agents based on the governance preferences you set, that reallocation is your action, executed by software you configured. You may override or disable automatic reallocation at any time. See Section 5 of our Privacy Policy regarding automated decision-making.
You must monitor. Algorithmic trading systems can behave unexpectedly in unusual market conditions, during outages, or following bugs in your or third-party code. You must monitor your Agents. Zoro has no duty to monitor your floor on your behalf and does not provide a brokerage compliance or trade-surveillance service.
7. AI, backtests, and risk signals
AI features are tools, not advice. The Service includes AI-powered features, including natural-language strategy translation, strategy suggestions, portfolio summaries, and risk explanations. AI outputs may be wrong, incomplete, biased, or out of date. They are not investment advice and are not personalized recommendations. They are software outputs you may choose to use, edit, or ignore. You are solely responsible for evaluating AI outputs before acting on them.
No reliance. You agree not to rely on AI outputs as a substitute for your own analysis, due diligence, or, where appropriate, advice from a qualified human professional.
Backtests. Backtest results are hypothetical and based on historical or simulated data. Past performance is not indicative of future results. Backtests are subject to look-ahead bias, survivorship bias, data errors, slippage and transaction-cost assumptions, regime changes, and other limitations. A strategy that performed well in backtests may perform poorly when deployed live. You agree not to treat backtest results as a prediction or guarantee.
Risk signals are advisory. Risk metrics and signals presented by the Service (Sharpe ratios, drawdowns, concentration scores, crowding signals, overfitting warnings, regime-fit scores, and similar) are computed from imperfect data using approximations. They are advisory only. They may be wrong. You may proceed past them, ignore them, or disable them. Zoro is not liable for losses that result from following or not following a risk signal.
Market data. Quotes, prices, and other market data displayed in the Service may be delayed, inaccurate, or stale. Do not rely on Service-displayed data for time-sensitive trading decisions. Your broker is the authoritative source for your account's real-time data.
8. Risk disclosures
Trading involves substantial risk of loss. Trading securities, derivatives, and crypto assets — whether manually or via automated Agents — is speculative and may result in the loss of some, all, or in some cases more than the amount you invested. You may lose capital quickly and significantly. Do not trade with money you cannot afford to lose.
Algorithmic and automated trading risk. Automated systems can behave unexpectedly. Bugs, configuration errors, latency, connectivity failures, market-data anomalies, broker errors, and adverse market conditions can cause Agents to execute orders you did not anticipate, fail to execute orders you did anticipate, or generate orders rapidly and at scale. Even a well-designed Agent can produce significant losses.
Options risk. Options trading involves risks not suitable for all investors. Before trading options, please read your broker's options disclosure document, including *Characteristics and Risks of Standardized Options*. Some strategies, including those involving short options or spreads, can result in losses greater than the initial premium received or paid.
Margin risk. Trading on margin involves interest charges and risks, including the potential to lose more than you deposited and the need to deposit additional collateral in a falling market. Your broker may liquidate positions without notice to meet margin requirements.
Crypto risk. Crypto-asset markets are volatile, may be illiquid, are subject to operational and custody risk at exchanges and intermediaries, and are subject to evolving regulation. Crypto assets are generally not protected by SIPC.
Technology risk. The Service depends on networks, third-party APIs, cloud infrastructure, and software that may fail, be hacked, or be unavailable. Outages can occur during market hours and may prevent Agents from operating as expected.
No guarantee. No statement, disclosure, demonstration, or display anywhere in the Service should be taken as a promise or guarantee of future performance, profit, accuracy, availability, or fitness for any purpose.
9. Acceptable use
You agree not to, and not to allow any third party to:
- Use the Service for any unlawful purpose or in violation of any applicable law, rule, or regulation, including securities laws, anti-money-laundering laws, sanctions, and tax laws
- Engage in any form of market manipulation, including spoofing, layering, wash trading, marking the close, or coordinated activity designed to move prices artificially
- Use the Service to trade on the basis of material non-public information or in violation of any duty of trust or confidence
- Use the Service in any way that would cause Zoro or its providers to violate any law, rule, or contractual obligation
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except to the extent expressly permitted by applicable law
- Bypass, disable, or interfere with security, rate-limiting, risk-gating, authentication, or monitoring features of the Service
- Access the Service by automated means other than the APIs and integrations we provide; scrape, harvest, or systematically collect data from the Service; or place excessive load on the Service
- Resell, sublicense, rent, lease, white-label, or otherwise commercially redistribute the Service or its outputs without our prior written consent
- Use the Service to build a competing product, to train a third-party AI model on Service outputs, or to benchmark the Service for the benefit of a competitor
- Upload, configure, or deploy any Agent that contains malware, that is designed to exploit other users' Agents or the Service, or that is intended to disrupt markets or other users
- Impersonate any person or misrepresent your affiliation
- Use the Service in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use
We may investigate suspected violations and may suspend, restrict, or terminate your account if we believe in good faith that you have violated these Terms or applicable law. We may report suspected market manipulation, fraud, or other unlawful conduct to your broker, to regulators, or to law enforcement.
10. Fees
The Service is currently offered free of charge during the Alpha Program. We reserve the right to introduce fees, subscription tiers, usage-based pricing, marketplace revenue shares, or other commercial terms in the future. We will provide reasonable advance notice of any fees before they apply to you, and you will have the opportunity to decline by closing your account before the fee takes effect. Continued use of the Service after fees take effect constitutes acceptance of those fees.
You are responsible for any taxes (other than Zoro's income taxes) applicable to your use of the Service, and for any fees, commissions, interest, or other charges imposed by your broker, exchange, market-data provider, or other third party.
11. Intellectual property
Zoro's IP. The Service, including its software, user interface, text, graphics, designs, logos, trademarks, models, prompts, evaluations, documentation, and all underlying technology, is owned by Zoro or its licensors and is protected by intellectual property and other laws. We grant you a limited, non-exclusive, non-transferable, revocable license to access and use the Service in accordance with these Terms during the term of your account. All rights not expressly granted are reserved.
Trademarks. "Zoro," the Zoro logo, and other Zoro marks are trademarks of ZoRobotics, Inc. You may not use them without our prior written consent.
Open source. The Service may include open-source software components, each governed by its own license. Nothing in these Terms restricts your rights under those licenses.
12. Your content and feedback
12.1 What you provide
"Your Content" means everything you submit to or create in the Service, including strategy descriptions, prompts, Agent configurations, parameters, notes, comments, uploaded data, and any other material.
12.2 Ownership
As between you and Zoro, you retain ownership of Your Content. You are responsible for Your Content and for ensuring you have the rights necessary to submit it and to grant the licenses below.
12.3 License to Zoro
You grant Zoro a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, reproduce, process, transmit, display, and create derivative works of Your Content, solely for the purpose of operating, providing, improving, and securing the Service for you and for Zoro's permitted internal uses. This license ends when Your Content is deleted from active systems, except for: (a) aggregated or de-identified information, which we may retain indefinitely; (b) copies retained in backups or required for legal, audit, or regulatory purposes; and (c) Your Content that has been shared with other users through Service features you chose to use (those copies persist according to the recipients' rights).
We do not use Your Content to train third-party foundation AI models. Sub-processors that process Your Content for AI features are contractually prohibited from using it to train their general-purpose models. We may use de-identified or aggregated information about Service usage to evaluate and improve our own models, prompts, and evaluation harnesses.
12.4 Feedback
If you provide suggestions, comments, ideas, bug reports, or other feedback about the Service ("Feedback"), you grant Zoro a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, distribute, and exploit the Feedback for any purpose, without obligation to you. You waive any moral rights in the Feedback to the extent permitted by law.
12.5 Agent marketplace
If we make available a marketplace or sharing feature for Agents, additional terms will govern how you publish, license, or use Agents through that feature. Until those terms are published, you may not share, sublicense, or distribute Agents to or from other Zoro users except through Service features expressly designed for that purpose.
13. Confidentiality
During the Alpha and at other times, you may receive non-public information about the Service, its features, roadmap, performance, designs, pricing, or business ("Confidential Information"). You agree:
- To use Confidential Information only to use the Service as permitted
- Not to disclose Confidential Information to any third party, except (i) to your professional advisers under duties of confidence, or (ii) as required by law, in which case you will give us prompt prior notice where legally permitted
- Not to publicly post screenshots, video, descriptions of unreleased features, performance benchmarks, or other non-public material from the Service without our prior written consent
- That public statements you make about your own use of Zoro (for example, "I built an Agent on Zoro that did X") are permitted, provided they do not disclose Zoro's Confidential Information
Confidential Information does not include information that is or becomes public through no fault of yours, that you knew before receiving it, that you receive without restriction from a third party, or that you independently develop.
14. Communications and privacy
Privacy Policy. Our Privacy Policy describes how we collect, use, and disclose information about you. By using the Service, you acknowledge the Privacy Policy.
Service messages. We will send you transactional and operational messages by email, SMS, in-app notification, or push notification — including security alerts, account changes, broker connection status, trade and risk events, and policy updates. These are necessary to operate the Service and cannot be unsubscribed without closing your account.
Marketing messages. Where permitted, we may send you marketing messages. You may opt out at any time using the unsubscribe link in the message or in your account settings. Opting out of marketing does not affect operational messages.
SMS terms. If you provide a phone number, you consent to receive SMS messages from Zoro, including automated OTP and operational messages. Message and data rates may apply. Reply STOP to unsubscribe from non-essential SMS; you may continue to receive OTP messages while your account is active.
15. Service availability and modifications
Best efforts. We aim to keep the Service available but do not guarantee uptime or specific performance during the Alpha Program. Scheduled and unscheduled downtime, latency, errors, and outages will occur. We are not liable for losses caused by Service unavailability except to the extent required by law.
Modifications. We may modify, add, remove, or sunset features, integrations, AI models, sub-processors, supported brokerages, supported strategies, supported jurisdictions, or other aspects of the Service at any time. We may also impose limits on usage, deployment, or capital where we reasonably believe such limits are necessary for stability, security, compliance, or fairness.
Changes to these Terms. We may update these Terms from time to time. For material changes, we will provide reasonable advance notice (at least 30 days where required by law) by email or in-app notice. Non-material changes (such as clarifications or contact updates) take effect on posting. Continued use of the Service after changes take effect constitutes acceptance. If you do not agree to changes, your sole remedy is to stop using the Service and close your account.
16. Term and termination
Term. These Terms apply from the moment you first agree to them and continue until terminated.
You may terminate at any time by closing your account or by ceasing all use of the Service and notifying us at support@zoro.trade. Disconnecting brokerage permissions is your responsibility; you may do so within the Service or directly at your broker.
We may terminate or suspend your access immediately, with or without notice, if:
- You materially breach these Terms or our Acceptable Use rules
- We are required by law, by a regulator, by your broker, or by another binding obligation to do so
- We reasonably believe your continued use poses a security, legal, or operational risk to Zoro, other users, or the markets
- The Alpha Program ends or your invitation is rescinded
- We discontinue the Service or the portion of it you use
Effect of termination. On termination, your right to use the Service ends. We may pause, cancel, or fail to forward any pending orders generated by your Agents, and you are responsible for managing your brokerage account directly with the broker following termination. We will handle your data in accordance with our Privacy Policy and applicable law. Sections that by their nature should survive (including Sections 7, 8, 11, 12, 13, 17, 18, 19, 20, 21, and 22) will survive termination.
17. Disclaimers
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZORO AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, AND LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
WITHOUT LIMITING THE FOREGOING, ZORO DOES NOT WARRANT THAT:
- THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE
- DEFECTS WILL BE CORRECTED
- THE SERVICE OR THE SERVERS THAT MAKE IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
- ANY INFORMATION, OUTPUT, RECOMMENDATION, AI RESPONSE, BACKTEST RESULT, RISK SIGNAL, MARKET DATA, OR OTHER MATERIAL DISPLAYED OR GENERATED BY THE SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, OR FIT FOR ANY PARTICULAR PURPOSE
- ANY AGENT YOU CREATE OR USE WILL PERFORM IN ANY PARTICULAR MANNER, PRODUCE ANY PARTICULAR RESULT, OR AVOID LOSSES
NO INVESTMENT ADVICE. NOTHING IN THE SERVICE CONSTITUTES INVESTMENT, LEGAL, TAX, OR FINANCIAL ADVICE OR A RECOMMENDATION TO BUY, SELL, OR HOLD ANY SECURITY, DERIVATIVE, CRYPTO ASSET, OR OTHER INSTRUMENT.
Some jurisdictions do not allow certain warranty disclaimers, so portions of this section may not apply to you.
18. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL ZORO OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:
- ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (including loss of profits, loss of revenue, loss of trading opportunities, loss of data, loss of goodwill, or cost of substitute services), even if Zoro has been advised of the possibility of such damages and even if a remedy fails of its essential purpose
- TRADING LOSSES, MISSED TRADES, MISSED OPPORTUNITIES, SLIPPAGE, MARGIN CALLS, FORCED LIQUIDATIONS, TAX CONSEQUENCES, OR OTHER FINANCIAL CONSEQUENCES of your or your Agents' trading activity
- ANY ACT, OMISSION, ERROR, OUTAGE, DELAY, OR INACCURACY OF YOUR BROKER, A MARKET-DATA PROVIDER, AN EXCHANGE, AN IDENTITY PROVIDER, AN AI/LLM PROVIDER, OR ANY OTHER THIRD PARTY, even if accessed through the Service
AGGREGATE CAP. Zoro's total cumulative liability arising out of or relating to these Terms or your use of the Service will not exceed the greater of (a) one hundred U.S. dollars ($100), or (b) the amount you have paid Zoro in the twelve (12) months immediately preceding the event giving rise to the claim.
These limitations apply to all claims, whether based on contract, tort (including negligence), strict liability, statute, or any other legal theory, and apply even if a limited remedy fails of its essential purpose.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so portions of this section may not apply to you. To the extent any liability cannot be excluded, it is limited to the smallest amount permitted by law.
19. Indemnification
You agree to defend, indemnify, and hold harmless Zoro and its affiliates, officers, employees, agents, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
- Your use or misuse of the Service
- Your Content or any Agent you create, configure, or deploy
- Your trading activity, including orders routed through the Service to your broker
- Your violation of these Terms, applicable law, or the rights of any third party
- Your representations and warranties under Section 2 or elsewhere in these Terms
We may, at our option, assume the exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with our defense.
20. Dispute resolution and arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
20.1 Informal resolution first
Before filing a claim, you agree to try to resolve the dispute informally by emailing legal@zoro.trade with a description of the claim and the relief you seek. We will attempt to resolve the dispute within 60 days. If we cannot, either party may proceed to arbitration.
20.2 Binding individual arbitration
Any dispute, claim, or controversy arising out of or relating to these Terms or the Service ("Dispute") that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Consumer Arbitration Rules (or Commercial Arbitration Rules where applicable). The arbitration will be conducted in English, by a single arbitrator, and (unless we agree otherwise) on the basis of documents submitted to the arbitrator, by telephone, or by video conference. Judgment on the award may be entered in any court of competent jurisdiction.
The Federal Arbitration Act governs the interpretation and enforcement of this Section 20.
20.3 Class action waiver
You and Zoro each agree that disputes will be brought only in an individual 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 and may not preside over any form of class or representative proceeding.
20.4 Exceptions
Notwithstanding the above, either party may:
- Bring an individual claim in small-claims court if it qualifies
- Seek injunctive or other equitable relief in court to protect intellectual property or confidential information
- Pursue claims excluded from arbitration by applicable law
20.5 30-day opt-out
You may opt out of this arbitration agreement by sending written notice to legal@zoro.trade with the subject line "Arbitration Opt-Out" within 30 days of first accepting these Terms. Your notice must include your name, the email associated with your account, and a clear statement that you wish to opt out of arbitration. If you opt out, disputes will be resolved under Section 21 (Governing Law and Venue). Opting out does not affect any other portion of these Terms.
20.6 Survival
This Section 20 survives termination of these Terms.
21. Governing law and venue
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Except as otherwise required by applicable consumer-protection law or by Section 20, any action that is not subject to arbitration must be brought exclusively in the state or federal courts located in New Castle County, Delaware, and you consent to the personal jurisdiction of those courts.
The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22. General provisions
Entire agreement. These Terms, together with the Privacy Policy and any other policies or addenda we publish and link to, are the entire agreement between you and Zoro regarding the Service and supersede any prior or contemporaneous agreements on that subject matter.
No waiver. Our failure to enforce any provision is not a waiver of that or any other provision.
Severability. If any provision is held to be unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable.
Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.
Force majeure. Neither party will be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, third-party service outages, or extreme market events.
No agency. Nothing in these Terms creates an agency, partnership, joint venture, employment, or fiduciary relationship between you and Zoro.
Third-party beneficiaries. There are no third-party beneficiaries to these Terms, except that Zoro's affiliates, officers, employees, agents, and licensors are intended beneficiaries of Sections 17, 18, and 19.
Notices. We may give notice to you by email, by posting in the Service, or by posting on the website. You may give notice to us by email at legal@zoro.trade or by mail to the address in Section 23.
Export control. You agree to comply with all applicable export-control and sanctions laws and not to use the Service in violation of those laws.
U.S. government users. The Service is "commercial computer software" within the meaning of FAR 12.212 and DFARS 227.7202. Use, duplication, and disclosure are subject to these Terms.
Language. These Terms are written in English. Translations are provided for convenience. In the event of any conflict, the English version controls.
Headings. Section headings are for convenience only and do not affect interpretation.
23. Contact
For questions about these Terms or to send legal notices:
- Email: legal@zoro.trade
- Support: support@zoro.trade
- Security: security@zoro.trade
- Mailing address: 3435 Wilshire Blvd 14th floor, Los Angeles, CA 90010