Effective Date/Last Updated: January 1, 2020
“Zipi” means Zipi, Inc. and its affiliated entities, and may be referred to herein as “Zipi,” “we,” or “our.”
“Zipi Platform” or “Platform” means Zipi’s website, app, and services.
“Service(s)” means Zipi’s online back-office, accounting, management, financial tools, communication and tracking system that was developed, operated, and maintained by Zipi or one of its affiliates, accessible at www.zipi.app or another designated site or app to which you are being granted access under this Agreement.
"Content" means logos, design, text, graphics, images, software, audio, video, works of authorship of any kind, and information and other materials that are posted, generated, provided, or otherwise available through or on the Platform. We and our licensors exclusively own all right, title, and interest in and to the Content, including all associated intellectual property rights. You acknowledge that Content is protected by copyright, trademark, and other laws of the United States and foreign countries and that you will not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying Content on the Site.
“User” means any visitor to the Platform, regardless of whether the visitor registers for the Platform or purchases any products from the Platform, and is referred to herein as “User,” “you,” or “your.”
"User Content" refers to any photographs, comments, video clips, or other Content that Users, including you, may upload to the Platform. Content includes, without limitation, User Content. We do not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights a User may have to use and exploit their own User Content.
“Service” means the use of the Zipi software that is licensed to the User.
“Payer” means the main user.
“Communication Utilities” means the communication and messaging utilities within the Zipi Platform, which have the purpose of enabling you to communicate with others.
“Documents” means materials provided or posted on the Zipi Platform.
“Customer Data” means any data, information or material provided or submitted by you to the Platform in the course of using the Service.
You may use the Platform if you are eighteen (18) years or older and capable of forming a binding contract with us and are not barred from using the Platform under any applicable law. As long as you comply with these Terms, you may view and use our Platform for your business purposes. No other use of the Platform is authorized.
As part of Our Service, Zipi will provide you with use of the Service, including secure data transmission, access and storage. The service provides for the collection, organization and storage of transaction and activity related data, documents, website links, information and material (collectively "Customer Data") through the use of an Internet portal.
The Service is offered as:
Active Account. This provides for the creation of unlimited usage. Usage may contain an unlimited amount of associated activities and can be shared with an unlimited number of designated outside parties that are also Users with an active account who are provided full or limited access to project any activity data on Zipi’s servers. Users agree that the Payer will control the data for the account, unless Payer provides access to another user, and the User agrees to automatically share information with Payer within the Platform.
We reserve the right to make changes to these Terms at any time, and such changes will be effective immediately. Each time you use the Platform, you should review the current Terms. You can determine when these Terms were last revised by referring to the “LAST UPDATED” legend at the bottom of these Terms. Your continued use of the Platform will constitute your acceptance of the current Terms; however, any material change to these Terms after your last usage of the Platform will not be applied retroactively.
By registering for Zipi Services, Zipi hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Zipi.
You may not access the Service if you are a direct competitor of Zipi, except with Zipi’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. Login credentials cannot be shared or used by more than one individual subscriber, but may be reassigned from time to time to new subscribers who are replacing former subscribers who have terminated employment or otherwise changed job status in regards to the Payer and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violating any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
You are responsible for all activity occurring under your account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Zipi immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Zipi immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your users; and (iii) not impersonate another Zipi user or provide false identity information to gain access to or use the Service.
The Zipi Platform is an account-based service. You are responsible for maintaining the privacy of your account and password. You are entirely responsible for any and all activities that occur under your account. You agree to immediately notify us of any breach of security or unauthorized use of your account.
Zipi is not liable for any loss that may occur due to the unauthorized, or authorized use of your account or password, with or without your knowledge. You can, however, be held responsible for any loss that Zipi may incur due to the authorized or unauthorized use of your account or password with or without your knowledge. You also agree to not use anyone else's account at any time, unless you have received direct written consent from the account holder to do so.
Unless direct written consent has been received, the Platform and its services are to be used solely for your own personal, non-commercial and specific commercial use. The commercial use is only valid for the specific business You signed up for. You do not have the right to copy, modify, transmit, distribute, display, perform, reproduce, publish, license, create derivative works from, transfer, lease, or sell any information, software, products or services obtained from Zipi. We reserve to refuse service or use of the Platform to anyone, for any reason and at anytime it deems necessary.
Part of your agreement with Zipi is that you will NOT use the Zipi Platform for any purpose that could be deemed unlawful or is prohibited by the terms, conditions, notices, and policies of Zipi. Users agree that all information given is true and agrees not to falsify any information provided to Zipi. You may NOT use the Zipi Platform in a manner which could/may damage, disable, overburden, or impair any aspect of the Zipi Platform, the network or networks connected to Zipi, or interfere with any other party's ability to use or enjoy the Zipi Platform. Any unauthorized attempts to gain access to the Zipi Platform, or other individual’s accounts, any computer systems or networks connected to the Zipi Platform, through any means, including; hacking, password mining, or any other means, is strictly prohibited. Further, you may not in any way attempt to obtain any materials or information not intentionally made public or available, through the Zipi Platform.
Zipi reserves complete and sole discretion with respect to the operation of its Platform. Zipi may, among other things: (a) delete communications between members if it has not been accessed by a user within the time established by Zipi policies; (b) make available to third parties information relating to Zipi and its users; and (c) withdraw, suspend or discontinue any functionality or feature of Zipi. Zipi assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on Zipi’s Platform.
Zipi may, in its complete and sole discretion, review uploaded files, information, and chats and authorize restrictions to access thereto.
You consent to use the Communication Utilities only for their designated purpose, including posting, sending, and receiving messages and material that are related and proper.
You agree to not use the Communication Utilities for and not limited to any of the following: Defamation, libel, slander, abuse, harassment, stalking, extortion, threatening, or in any other way violating the legal rights of others. Further you agree to not use the Communication Utilities to dispense surveys, contests, chain letters, pyramid schemes, junk email, spam, or any other unsolicited messages that are not directly related to the intended purpose of the Zipi Platform. Do not attempt any of the following: Publish, post, upload, distribute, disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information. Upload files that contain software or other material protected by intellectual property laws (unless you own or control the rights or have received the necessary consent to). Upload files that contain viruses, Trojan horses, worms, time bombs, cancel bots, corrupted files, and/ or any other similar software or programs that may damage the operation of another's computer or property, or damage the Zipi Platform in any way. Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded. Restrict or inhibit any other user from using and enjoying the Communication Utilities. Violate any code of conduct or other guidelines which may be applicable for any particular Communication Utilities. Harvest or otherwise collect information about others, including email addresses. Violate any applicable laws or regulations. Create a false identity. Use, download, copy or provide to a person or entity any directory of users of a Zipi website other user or usage information or any portion thereof. Zipi has no obligation to monitor the Communication Utilities. However, Zipi does reserve the right to review materials posted to the Communication Utility and to remove any materials at our sole discretion. Zipi reserves the right to terminate your ability to access the Communication Utilities at any time, without notice, for any reason whatsoever. Zipi also reserves the right to, at all times, disclose any information as Zipi deems necessary to satisfy any laws, regulations, legal process or governmental request. To edit, refuse, refuse to post, or remove any information or materials in whole or part, without notice. Caution must always be used when giving out any personally identifiable information about yourself, spouse, or dependants, especially when utilizing the Communication Utilities. Zipi does not endorse or control the content, messages, or any other information sent or received through the Communication Utilities, and as such disclaims any liability in relation to the Communication Utilities, and any actions resulting from your participation in any Communication Utility. Users are not authorized spokespersons of Zipi, and the views expressed by these individuals are not endorsed by the Zipi Platform. Materials uploaded to the Communication Utilities maybe be subject to limitation on usage, reproduction, or dissemination, you are responsible for adhering to such limitations if you download the materials.
In addition, you may not post or transmit any message which is harmful, threatening, abusive or hateful. It is not the intent of Zipi to discourage Users from taking controversial positions or expressing vigorously what may be unpopular views on Zipi, nonetheless, Zipi reserves the right to take such action as it deems appropriate in cases where Zipi is used to disseminate statements which are deeply and widely offensive and/or harmful. Each time you upload a file on Zipi, you represent and warrant that you own or otherwise control the rights or have the necessary consents to do so, and you grant every other User the right to download and use such file. Your failure to observe any of the foregoing limitations or obligations may result in civil or criminal liability. To the extent that you are uncertain whether what you seek to say or do on Zipi may fall into one of the above prohibited categories, you should assume it would violate this paragraph and you should not engage in that conduct.
Your participation in online communications occurs in real time and is not edited, censored, or otherwise controlled by Zipi. In reserving the right to monitor these activities, Zipi assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on Zipi.
Zipi’s operating policies relating to online conduct, storage and deletion of email, uploaded files, and other matters are available and/or will be made available online. Zipi reserves the right in its sole discretion to change such policies at any time. Files uploaded may be subject to posted limitations on usage, reproduction and/or dissemination, and you are responsible for adhering to such limitations if you download them. The discretion of Zipi or any of its agents to review, modify, or delete information as forum manager is not an assumption of responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on Zipi, nor should that discretion be read to imply any such assumption. Zipi assumes no responsibility or liability for any content or activity, lawful or otherwise, occurring at any time on Zipi.
Additional charges may be incurred by the user from your individual carrier, mobile service or messaging application provider, Zipi is NOT responsible for these charges. Zipi will not be held liable for any errors, delays, missed, deleted or late received messages.
Zipi will not be held liable for any email issues, such as errors, delays, missed, deleted or late received messages. Please check your spam folder regularly to make sure email communications are not blocked as spam.
The Zipi Platform does not claim ownership or responsibility for any of the Documents posted on the Zipi Platform, including but not limited to any Documents posted, imputed, uploaded, or submitted. However, your submission of said Documents to the Zipi Platform, is your consent, without limitation, of the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat your Documents; and to publish your name, and anyone else's name associated/connected with said Documents. The user will receive no compensation (payment) for the posting of said Documents. Zipi has no obligation to post or use any of the Documents you provide, and has the right to remove any Documents at our discretion. Any of the Documents posted or provided to Zipi, by you, is your consent that you control or own the rights to said Documents, and thus take sole responsibility for the content of the Documents, therefore eliminating Zipi for any responsibility from said Documents.
Zipi does not own Customer Data that you submit to the Service in the course of using the Service. You, not Zipi, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Zipi shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event you wish to terminate this Agreement, you may obtain an electronic copy of any available and exportable Customer Data prior to cancellation by using the standard export functionality built into the Zipi Platform. Upon account expiration due to inactivity, Customer Data will be archived in Zipi’s System for 30 days. After the 30-day period is up, Zipi will permanently remove the original data from its system and there will be no way to recover the information.
Zipi reserves the right to remove and/or discard customer data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use customer data immediately ceases, and Zipi shall have no obligation to maintain or store any customer data. In addition, Zipi reserves the right to copy and maintain the User’s data in the Zipi system at its sole discretion.
Zipi, alone (and its licensors, where applicable), shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Zipi Service, the Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement does not convey to you any rights of ownership in or related to the Service or the Intellectual Property Rights owned by Zipi. The Zipi name, the Zipi logo, and the product names associated with the Service are trademarks of Zipi or third parties, and no right or license is granted to use them.
You agree to grant to Zipi a non-exclusive, worldwide, royalty-free, perpetual license, with the right to sublicense, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you submit to public areas of Zipi (such as BBSs, forums and chat rooms) by all means and in any media now known or hereafter developed. You hereby waive all rights, legal, moral or otherwise, in any such materials and information, and you hereby warrant that any such materials and information are original with you, or that you have the right to submit such materials and information. You agree that you shall have no recourse against Zipi for any alleged or actual infringement or misappropriation of any proprietary right in your communication.
You shall not (i) permit any third party to access the Platform except as permitted herein, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on your own intranets or otherwise for your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
Zipi may display logos and/or product icons ("Graphics") belonging to other companies including but not limited to Microsoft Corporation, Google and Adobe Systems as a representation of subscriber submitted content. These Graphics are either registered trademarks or trademarks of their respective owners in the United States and/or other countries. The appearance of these Graphics does not denote an endorsement, affiliation or suggest any other unintended business relationship between the respective companies and Zipi.
The entire contents of the Zipi Platform are copyrighted as a collective work under the laws of the United States and other copyright laws. Zipi holds the copyright in the collective work. The collective work includes works which are the property of the information providers which are also protected by copyright and other intellectual property laws.
You may display and, subject to any expressly stated restrictions or limitations relating to specific material, download portions of the material from the different areas of Zipi solely for your own non-commercial use, unless otherwise permitted. Any redistribution, retransmission or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. You agree not to change or delete any proprietary notices from materials downloaded from Zipi.
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through Zipi. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Zipi and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Zipi does not endorse any sites on the Internet that are linked through the Platform. Zipi provides these links to you only as a matter of convenience, and in no event shall Zipi or its licensors be responsible for any content, products, or other materials on or available from such sites. Zipi provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
You are encouraged to use discretion while browsing the Internet on searches initiated at Zipi. Zipi links may lead unintentionally to sites containing information that some people may find inappropriate or offensive. It may also lead to sites which contain inaccurate information, false or misleading advertising, or information which violates copyright, libel or defamation laws. Zipi makes no representations concerning any effort to review all of the content of sites linked from its Platform.
Zipi Pay is a service provided by Zipi. Your use of Zipi Pay requires that you agree to all Zipi Terms of Service. Please read them carefully.
Zipi Pay allows authorized users to transact using Wire Transfer, Bank Transfer, Credit Transfer, Electronic Funds Transfer, Automated Clearing House Networks, Digital Wallets or other accounts that you have with a company other than Zipi and link to Zipi Pay in order to enable additional payment functionality. Bank Accounts, Digital Wallets (including the Zipi Wallet), Linked Third-Party Accounts (collectively known as, "Payment Instruments") may be used: (i) with participating merchants, or (ii) participating transit locations.
If you use Zipi Pay, and subsequently Zipi's partner services, a fee may be deducted from your linked Payment Instruments for payments according to your agreement with Zipi. Fees incurred from normal use are based on each transaction and are disclosed in the application during payment process workflows prior to the processing or transfer of funds.
Using Zipi Pay
Basic Use Requirements. To use Zipi Pay, you will need a Zipi Account; working Internet access; and compatible software. Your ability to use Zipi Pay, and Zipi Pay's performance, may be affected by these factors. Such system requirements are your responsibility.
Broker, Agent, Home Buyer, Home Seller, and other Real Estate Professional Users
Any user that identifies as a Broker, Agent, Home Buyer, Home Seller, or other Real Estate Professional authorizes Zipi and Zipi Pay to share your identity and account data with Dwolla for the purposes of opening and supporting your Dwolla account, and you are responsible for the accuracy and completeness of that data.
Vendor and Escrow Users
Vendors and Escrow users expressly Authorize Zipi, Inc's. service provider, Dwolla, Inc. to originate credit transfers to your financial institution account.
Neither Zipi nor Zipi Pay has any obligation to ensure that the funds required to complete a payment will be available in their bank account to cover a transfer at the time it is initiated. Any payment may be reversed if: (a) a customer contacts Zipi or Zipi Pay and requests a cancellation of the payment; (b) a customer’s bank or credit union contacts Zipi or Zipi Pay and requests a reversal of the payment; (c) Zipi or Zipi Pay reverses a payment based on its own dispute resolution and/or risk policies; or (d) required by applicable law, including, without limitation, the NACHA Rules (each a “Reversal”). Except for any Reversal made in error by Zipi or Zipi Pay, you are liable to Zipi’s Financial Institution Partners (as defined in the Zipi Terms) for the full amount of any Reversal, as applicable. You are also liable to Zipi, Zipi’s Financial Institution Partners, Zipi, and Zipi Pay for all customer account activity initiated by the API enabled services, whether or not authorized by the customer or you. If a customer account, Zipi, Zipi’s Financial Institution Partners, Zipi, or Zipi Pay incur any losses based on unauthorized or erroneous activity initiated by you or your use of the Zipi Platform, whether through misconduct, negligence, error, or otherwise, you will be liable for such losses. Except for any Reversal made in error by Zipi or Zipi Pay, you authorize Zipi to recover any amounts due to Zipi and/or the Financial Institution Partners by debiting the available balance in your Zipi account. If the available balance in your Zipi account is insufficient, you authorize Zipi, Zipi Pay, and the Financial Institution Partners to take any of the following actions to recover the remaining amounts from you: a) Charge the credit card linked to your Zipi or Zipi Pay account, b) Debit the bank or credit union account(s) linked to your Zipi Account; c) Request immediate payment from you, and, if payment is not received within 10 days, engage in collection efforts; d) Pursue any rights or remedies available under Zipi’s Terms for failure to pay amounts owed to Zipi, including, without limitation, termination for nonpayment. e) Cancel any pending payments in order to resolve the insufficient funds balance in your Zipi balance account.
All disputes with respect to Zipi Pay or Zipi Platform will be handled by Zipi and can be initiated by contacting Zipi support at https://www.zipi.app or (424) 444-6700.
You have the ability to cancel your Zipi or Zipi Pay account at anytime.
In order to use the Zipi Platform, each Payer is responsible for activating the account with a purchase of Zipi Deals. Zipi Deals must be used within 12-24 months of purchase. 1 Zipi Deal equals 1 closing transaction, and your account will be reduced by 1 Zipi Deal upon each closing transaction. Once your account reaches the minimum balance, your account will auto-reload in increments set by you. Payments are made at the time of purchase, unless otherwise agreed upon in writing by a Chief Executive. In order for your account to remain active, you must purchase a Zipi Deal package every 12-24 months. Accounts may be cancelled at any time, unless a specific term commitment has otherwise been mutually agreed upon. Zipi Deals are nontransferable. All amounts paid are nonrefundable. You are responsible for paying all account fees during the entire License Term, whether or not such accounts are actively used.
Zipi reserves the right to modify its current fees and charges and to add new fees or charges at any time upon 30 days notice. All pricing terms not published at www.zipi.app/pricing is confidential, and you agree not to disclose them to any third party. Zipi’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Zipi’s income.
You agree to provide Zipi with complete and accurate billing and contact information. This information includes the names of all licensed subscribers, your legal company name, billing address, email address, and name and telephone number of an authorized billing contact (if applicable). You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Zipi reserves the right to terminate your access to the Service in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date containing the amount in question to be eligible to receive an adjustment or credit.
In addition to any other rights granted to Zipi herein, Zipi reserves the right to suspend or terminate this Agreement and your access to the Service immediately if your account becomes delinquent. Delinquent invoices or returned payments are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection, including attorney fees. If you or Zipi initiates termination of this Agreement, you will be obligated to pay any balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Zipi may charge such unpaid fees to your Zipi Pay account, credit card or otherwise bill you for such unpaid fees.
Zipi reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Zipi has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
Any breach of your payment obligations or unauthorized use of the Zipi Service will be deemed a material breach of this Agreement. Zipi, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Zipi may terminate a Trial Account at any time at its sole discretion. You agree and acknowledge that Zipi has no obligation to retain your Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees within 30 days upon which payment was due, use of Zipi in inappropriate ways, or for utilization of bandwidth that is inconsistent with the needs of the typical subscriber. Upon termination, you must discontinue all use of the downloaded software elements of the Service and destroy all copies that are in your possession.
As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information shall include Your Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Your Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Zipi represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
ZIPI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. ZIPI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) ZIPI WILL BE COMPATIBLE OR INTEGRATE WITH ANY THIRD PARTY SOFTWARE PRODUCTS INCLUDING BUT NOT LIMITED TO CONTACT MANAGERS OR CRM APPLICATIONS (C) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (E) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (F) ERRORS OR DEFECTS WILL BE CORRECTED, OR (G) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ZIPI AND ITS LICENSORS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ZIPI OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY.
By viewing and/or using this Platform, you agree that Zipi will not be liable for any commercial loss; inconvenience; loss of use, time, data, goodwill, revenues, profits, or savings; or any other special, incidental, indirect, or consequential damages in any way related to or arising from your use of Zipi. You agree to defend, indemnify and hold harmless Zipi, its employees, directors, shareholders, members, officers, agents, subsidiaries and affiliates from any and all claims, losses, damages, causes of action, liabilities and expenses (including reasonable attorneys' fees) related to or arising out of your use of the Platform, including without limitation claims made by third parties related to your use of the Platform.
WE AND OUR ADVERTISERS, SUPPLIERS AND LICENSORS PROVIDE THIS WEBSITE ON AN "AS IS" AND "AS PROVIDED" BASIS, WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND AVAILABILITY OF THE PLATFORM OR SERVICES. SOME COUNTRIES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. WE MAKE NO REPRESENTATION THAT THE PLATFORM AND/OR SERVICES WILL BE UNINTERRUPTED OR ERROR, FORCE MAJURE, BUG OR VIRUS FREE AND SHALL NOT BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY COMMUNICATIONS DIFFICULTIES, ACCESS DELAYS, ANY INTERRUPTION AND/OR DATA DELIVERY, NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION, OR EVENTS.
WITHOUT LIMITING THE FOREGOING, WE SHALL NOT BE LIABLE TO YOU OR YOUR BUSINESS FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES ARISING OUT OF YOUR USE OF THIS SITE OR ANY GOODS OR SERVICES PROVIDED, WHETHER FOR BREACH OF WARRANTY OR ANY OBLIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. YOU HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT.
You shall indemnify and hold Zipi, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your users of this Agreement, provided in any such case that Zipi (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Zipi of all liability and such settlement does not affect Zipi’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Zipi shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Zipi of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Zipi; provided that you (a) promptly give written notice of the claim to Zipi; (b) give Zipi sole control of the defense and settlement of the claim (provided that Zipi may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Zipi all available information and assistance; and (d) have not compromised or settled such claim. Zipi shall have no indemnification obligation, and you shall indemnify Zipi pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from you in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and/or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of, or in any way connected with this service, including but not limited to the use or inability to use the service, or for any content obtained from or through the service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please notify our agent for notice of claims of copyright or other intellectual property infringement ("Agent"), at our "Contact Us" page.
Please provide our Agent with the following Notice:
1. Identify the material on our site that you claim is infringing, with enough detail so that we may locate it on the Platform;
2. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
3. A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
4. Your address, telephone number, and email address; and
5. Your physical or electronic signature.
We will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA).
Zipi may give notice by means of a general notice for the Service, electronic mail to your email address on record in Zipi’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Zipi’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Zipi (such notice shall be deemed given when received by Zipi) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to Zipi at the following addresses:
6520 Lonetree Blvd #1032
Rocklin, CA 95765
Attention: Legal Department
This Agreement may not be assigned by you without the prior written approval of Zipi but may be assigned without your consent by Zipi to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Zipi directly or indirectly owning or controlling 50% or more of you shall entitle Zipi to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by Nevada law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Nevada. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Zipi as a result of this agreement or use of the Service. The failure of Zipi to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Zipi in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Zipi and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Any unauthorized use of our computer systems is a violation of this Agreement and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), relevant state statutes and the laws of the other states and territories of the USA. Such violations may subject the offender and his or her agents to civil and criminal penalties.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
You shall pay on demand all of our reasonable attorney fees and other costs incurred by us to collect any fees or charges due us under this Agreement.
This license constitutes the entire agreement between the parties with respect to the use of Zipi and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding this license.