ZIPHUB TERMS AND CONDITIONS
ZipHub Inc (“ZipHub,” “we,” “our,” or “us”) provides a global online retail and shopping platform that directs a portion of its revenue to selected schools, churches, and charities. Your access to and use of our products, software, extensions, services, and websites (collectively, the “Services”) are governed by, and subject to, these ZipHub Terms and Conditions (the “Terms”).
These Terms are intended to make you aware of the terms and conditions that govern your use of the Services, any content, or other products or services that we offer or provide. In the event you purport to be the agent of, represent, or otherwise act on behalf of an entity or any other person, references to “you” and “your” includes such entity or person in addition to you, and your acceptance of these Terms constitutes acceptance on behalf of such entity or person.
The disclaimers, terms, and conditions in these Terms are of general application and may be supplemented by additional policies, procedures, disclaimers, guidelines, rules, terms, and conditions of specific application that we disclose. In the event of a conflict between these Terms and any additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application, the additional policies, procedures, disclaimers, guidelines, rules, terms, or conditions of specific application will control.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THESE TERMS, PLEASE DO NOT ACCESS OR USE THE SERVICES.
A copy of these Terms can be received by emailing your request to email@example.com or by visiting www.ziphub.com/terms.
Grant of License. We hereby grant to you a limited, non-exclusive, non-assignable, non-transferable license to access and use the Services, subject to your agreement to, compliance with, and satisfaction of these Terms. We reserve all rights not otherwise expressly granted by these Terms. If you do not comply with these Terms, we reserve the right to revoke any license granted in these Terms and limit your access to the Services.
Modification. We may discontinue or alter any aspect of the Services, restrict the time the Services are available, and restrict the amount of use permitted at our sole discretion and without prior notice or liability to you. We may also install bug fixes, updates, patches, and other upgrades to the Services without prior notice or liability to you. Your only remedy is to discontinue using the Services if you do not want a modification we make to the Services.
Removal of Access. You agree that we may immediately suspend or terminate your access to the Services or any part thereof. Cause for such measures include, without limitation: (1) breach or violation of these Terms or other incorporated agreements or guidelines; (2) discontinuance or material modification to the Services; (3) unexpected technical or security issues or problems; (4) extended periods of inactivity; or (5) your engagement in fraudulent or illegal activities. You further agree that such measures may be taken in our sole discretion and without liability to you or any third party.
Compensation. You may be compensated a portion of the ad revenue paid to us for valid impressions and referrals, as determined by us and our advertisers, in accordance with the terms of the ZipHub account registration page that are applicable to the account type you select. Payments will be solely based on amounts paid to us by our advertisers. Payments to you may be withheld to reflect or adjusted to exclude any amounts refunded or credited to our advertisers and any amounts arising from invalid activity as determined by us or our advertisers and as set forth in these Terms. You are responsible for payment of local, state, and federal taxes applicable to your use of the Services. We will not be responsible for withholding of taxes and similar items or the remitting of payments and returns to governmental agencies applicable to the Services.
USAGE AND LIMITATIONS
Availability. You understand that the Services are provided over the Internet, so the quality and availability of the Services may be affected by factors outside of our control. There may be times when the Services are unavailable due to technical errors or for maintenance and support activities. The Services are not intended to be available 100% of the time and we do not make any representations, warranties, or guarantees regarding the reliability or availability of the Services. We do not represent, warrant, or guarantee that the Services will always be available or are completely free of human or technological errors. We will not be liable to you or any third party for damages or losses related to the Services being unavailable.
Storing Credentials. The Services may allow you to store your login credentials in your web browser so that you can be automatically logged in each time you access the Services. If someone else has access to your computer or web browser, the automatic login feature will allow that person to have access to your account. You are responsible for any ZipHub damages resulting from unauthorized access to the Services from your account and we will have no liability to you or any third party for damages or loss related to such unauthorized access or use.
Content. The Services may include or provide access to information, software, photos, videos, text, graphics, music, sounds, and other material or information provided by us or third parties (collectively, the “Content”) that are protected by copyrights, patents, trademarks, trade secrets, or other intellectual property laws. You understand and agree that these rights in any Content are valid and protected in all forms, media, and technologies existing now or developed in the future. You may not obscure or remove any proprietary rights notices contained in or on the Content. Content also includes information that you provide to us (collectively “User Content”). User Content is your intellectual property. We do not claim ownership rights in such User Content. However, by posting User Content via the Services, you hereby grant to us a limited, transferable, nonexclusive, worldwide, perpetual, irrevocable, royalty-free right and license to use, reproduce, modify, edit, adapt, publish, translate, display, distribute, sell, sublicense, and create derivative works and compilations incorporating such User Content. We reserve the right to remove Content from the Services at any time and for any reason without notification to you.
User Content Restrictions. You may not upload, post, or transmit any User Content that: (1) would violate or infringe the proprietary, privacy, publicity, or intellectual property rights of ZipHub or any third party; (2) is obscene, defamatory, threatening, harassing, abusive, libelous, hateful, harmful, embarrassing, or objectionable to any other person or entity; (3) violates any applicable law, statute, ordinance, or regulation; (4) puts in jeopardy the security of your account, ZipHub, or the Services; or (5) promotes or displays any of the following content: (a) pornography; (b) violence; (c) racial intolerance or advocacy against any individual, group, or organization; (d) profanity; (e) hacking or cracking; (f) illicit drugs and drug paraphernalia; (g) sale of alcohol, tobacco, or tobacco-related products; or (h) the sale of weapons or ammunition. We reserve the right, but have no obligation, to pre-screen, review, flag, filter, modify, refuse, and remove any and all Content from the Service. You understand and expressly acknowledge that by using the Services you may be exposed to Content that you find offensive, indecent, or objectionable and that we will not be liable to you or any other person or entity for your consumption of any Content on the Services.
No Responsibility. We cannot and do not assume any responsibility for your use or misuse of Content or any other information transmitted, monitored, stored, or received while using the Services. We reserve the right to amend or delete any Content (along with the right to terminate or restrict use of or access to the Services) that in our sole discretion violates any of the above. By providing User Content via the Services, you further understand and agree that you do so at your own risk and that we are not responsible for the damage or loss of any such User Content. You agree that we are not liable for any legal violation caused by your use or misuse of Content or other information transmitted, monitored, stored, or received while using the Services.
Feedback. We welcome your comments, feedback, information, or materials regarding the Services or any of our other products or services (collectively, “Feedback”). Your Feedback will become our property upon your submission to us. By submitting your Feedback to us, you agree to assign, and hereby irrevocably assign to us, all right, title, and interest in and to the Feedback and all copyrights and other intellectual property rights embodied in such Feedback on a worldwide basis. We will be free to use, copy, distribute, publish and modify your Feedback on an unrestricted basis, without compensation to you. Moreover, you hereby assign or waive, as the case may be, any moral rights that you may have in or to the Feedback.
Advertisements. Some aspects of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the Content stored on the Services and queries made through the Services. The manner, mode, and extent of advertising on the Services are subject to change without notice to you.
Extensions. An “Extension” is a small, unobtrusive software program that can modify and enhance the functionality of the Services. Extensions may have heightened access privileges to your web browser and computer, including the ability to read and modify your private data. You agree that you will use any Extension you install to your web browser or computer, whether provided by us or a third party, in accordance with the applicable end user license agreement associated with such Extension. From time to time, we may discover an Extension that violates our developer terms or other such legal agreement, law, regulation, or policy. We reserve the right, at our sole discretion, to remotely disable or remove any such Extension without prior notice or liability to you.
Registration. Access to the Services requires you to be registered with us via a ZipHub-generated registration form. This form will require you to provide certain requested information (including personal information and financial information). At such time, you will be provided with an account and login information including a username and password to successfully complete the registration process. You are the only person authorized to access and use your account.
Unauthorized Use and Information Changes. You must immediately notify us if your registration information changes or you learn of or have reason to suspect any unauthorized use of your account or any other breach of security. You are responsible for maintaining the confidentiality of your username and password and are fully responsible for all activities that occur under your username and password. You also agree that you will provide truthful and accurate information during the registration process. We may refuse to grant you a particular username for any reason, including, without limitation, if we have reason to believe that such username impersonates someone else, is protected by trademark or other proprietary rights, or is vulgar or otherwise offensive.
ADDITIONAL ADVERTISER TERMS AND CONDITIONS
Additional Terms and Conditions. If you are an advertiser or you represent an advertiser, the following conditions apply to your use of the Services: (1) you must honor any special offers and terms displayed on the Services; (2) you agree to resolve all customer complaints and disputes within a commercially reasonable time and to the customer’s reasonable satisfaction; and (3) you understand that if you choose to bid less than the set per click category rate, your Content will be placed in a position that is below our other advertisers that agree to the set per click category rate.
Payment. You will pay all charges incurred in connection with the Services in accordance with the terms of the ZipHub account registration page. Late payments will bear interest at the rate of 1.5% per month or the highest rate permitted by law. You are responsible for paying all taxes and government charges. You will pay all portions of the fees that are not disputed in good faith. You cannot offset any payment due under these Advertiser Terms and Conditions against any other payment that is made under these Terms.
Restrictions. You may not: (1) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party any portion of the Services in any way; (2) copy, modify, adapt, alter, translate, create derivative works, reverse engineer, decompile, disassemble, or otherwise attempt to learn the source code, structure, or ideas upon which the Services are based; (3) use the Services or Content to develop a competing service or product; (4) use any device, software, or routine intended to damage or otherwise interfere with the proper functioning of the Services, servers, or networks connected to the Services or take any other action that interferes with any other person’s use of the Services; (5) decrypt, transfer, create Internet links to the Services, or “frame” or “mirror” the Services on any other server or wireless or Internet-based device; (6) use or merge the Services or any component thereof with other software, databases, or services not provided or approved by us; (7) circumvent or attempt to circumvent any electronic protection measures in place to regulate or control access to the Services; (8) use the Services for unlawful purposes; (9) develop, distribute, or sell any software or other functionality capable of launching, being launched from, or otherwise integrated with the Services; (10) use any bot, spider, or other automatic or manual device or process for the purpose of harvesting or compiling information on the Services for any reason; (11) access or attempt to access any other person’s account; (12) use any Content made available through the Services in any manner that misappropriates any trade secret or infringes any copyright, trademark, patent, rights of publicity, or other proprietary right of any party; (13) introduce into the Services any virus, rogue program, Trojan horse, worm or other malicious or intentionally destructive code, software routines, or equipment components designed to permit unauthorized access to or disable, erase, or otherwise harm the Services, or perform any such actions; (14) introduce into the Services any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of an unauthorized person; (15) delete, modify, hack, or attempt to change or alter the Services, Content, or notices on the Services; (16) connect to or access any ZipHub computer system or network other than the Services; or (17) impersonate any other person or entity to use or gain access to the Services.
Abuse of Services & Fraudulent Clicks. You will not authorize, permit, enable or engage in generation of impressions or clicks or results by any automated or fraudulent means (e.g. use of an auto clicker program or script) by using misleading or incented means (e.g. clicking on the Content except in the course of normal individual use).
Prosecution. We reserve the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms.
OWNERSHIP AND INTELLECTUAL PROPERTY
Unless otherwise specifically noted in these Terms, images, trademarks, service marks, logos and icons displayed on the Services, are the property of ZipHub and its licensors and may not be used without our prior written consent. Trademarks owned by third parties are the property of those respective third parties. The Services are our copyrighted property and may not be reproduced, recreated, modified, accessed, or used in any manner or disseminated or distributed to any other party in violation of these Terms. Any unauthorized use of any Content, whether owned by us or other parties, may violate copyright laws, trademark laws, privacy and publicity laws and communications regulations and statutes.
Feedback. In the event you provide any Feedback via the Services, you hereby make the following additional representations and warranties to us: (1) you are owner of such Feedback or otherwise have the right to grant us the licenses or assignments granted pursuant to these Terms; (2) you have secured any and all consents necessary to provide the Feedback and to grant the foregoing licenses or assignments; (3) the Feedback does not violate the rights of any third party, including, without limitation, the intellectual property, privacy or publicity rights of any third party, and such Feedback does not contain any personally identifiable information about third parties in violation of such parties’ rights; (4) the use of any Feedback will not result in harm or personal injury to any third party; and (5) all factual information contained in the Feedback is true and accurate.
Defects and Availability. We use reasonable efforts to maintain the Services, but we are not responsible for any defects or failures associated with the Services, any part thereof, any Feedback you provide, or any damages (such as lost profits or other consequential damages) that may result from any such defects or failures. The Services may be inaccessible or inoperable for any reason, including, without limitation: (1) equipment malfunctions; (2) periodic maintenance procedures or repairs which we may undertake from time to time; or (3) causes beyond our reasonable control or which we could not reasonably foresee.
Disclaimers of Warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE, AND NON-INFRINGEMENT. WITHOUT LIMITATION, WE MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT USE OF THE FOREGOING WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT THE RESULTS OBTAINED FROM THE USE OF THE FOREGOING OR ANY INFORMATION OR CONTENT FOUND ON THE SERVICES WILL BE ACCURATE OR RELIABLE, THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF THE SERVICES WILL BE CORRECTED, THAT THE SERVICES AND ANY CONTENT OR INFORMATION FOUND ON THE SERVICES WILL BE VIRUS-FREE, OR THAT THE QUALITY OF ANY INFORMATION, CONTENT, OR OTHER MATERIALS OBTAINED THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS. ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR SOLE RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. FURTHER, PLEASE NOTE THAT NO ADVICE OR INFORMATION, OBTAINED BY YOU THROUGH THE SERVICES OR ANY PRODUCT WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED FOR IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND IN ADDITION TO THE WARRANTY DISCLAIMERS ABOVE, IN NO EVENT WILL (1) WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF TIME, GOODWILL, INCONVENIENCES, DATA, COMMERCIAL LOSS OR ANY OTHER INTANGIBLE LOSS, ARISING FROM, RELATING TO, IN CONNECTION WITH, OR AS A RESULT OF, THE SERVICES OF THE USE THEREOF, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE AND (2) OUR ENTIRE AGGREGATE LIABILITY, AND YOUR SOLE AND EXCLUSIVE REMEDY, FOR ANY CLAIM OR CAUSE OF ACTION ARISING HEREUNDER (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY OR OTHERWISE) EXCEED $100. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
You agree to defend, indemnify, and hold harmless ZipHub, our officers, members, managers, employees, and agents from and against any and all claims, liabilities, damages, losses, demands, or expenses, including attorney’s fees and costs and expenses, arising out of or in any way connected with (1) your use of the Services, (2) your violation of these Terms, (3) your violation of any law or the rights of any third party, and (4) your negligence or willful misconduct.
TERM AND TERMINATION
Term. These Terms are effective upon your acceptance and will continue in full force until terminated.
ZipHub Termination. You agree that we, in our sole discretion, may terminate your use of the Services or any part thereof and discard any Feedback you provide without prior notice to you. You agree that we may immediately suspend your access to the Services or any part thereof in order to conduct an investigation in the event it believes you have violated these Terms or if we determine that you are a repeat infringer of a third party’s intellectual property or other rights. We may also, in our sole discretion and at any time, discontinue providing the Services, any part thereof, with or without notice. In addition to any other method of termination or suspension provided for in these Terms, we reserve the right to terminate these Terms at any time and for any reason without prior notice to you. Further, you agree that we will not be liable to you or any third-party for any termination or suspension of your access to the Services or any part thereof.
Your Termination. You may terminate these Terms at any time by immediately discontinuing all access to the Services. Termination or cancellation of these Terms will not affect any right or relief to which we may be entitled at law or in equity.
Effect of Termination. Upon termination of these Terms for any reason, you must terminate all use of the Services and any information or materials provided thereby. In the event of termination, you will not be entitled to any refund of any fees or other charges, if any, paid in connection with these Terms.
CONSENT TO DO BUSINESS ELECTRONICALLY
We use and rely upon electronic records and electronic signatures for the execution and delivery of these Terms and any other agreements, undertakings, notices, disclosures or other documents, communications or information of any type sent or received in accordance with these Terms and in performing our obligations and exercising our rights under these Terms. Neither you nor ZipHub will prevent or inhibit in any way the other party from printing, saving, or otherwise storing electronic records sent or otherwise made available to the other party. You agree not to contest the authorization for, or validity or enforceability of, electronic records and electronic signatures, or the admissibility of copies thereof, under any applicable law relating to whether certain agreements, files, or electronic records are to be in writing or signed by you to be bound thereby. You will bear your own costs and expenses in conducting business electronically, and will undertake all steps necessary, including software, hardware, and other equipment upgrades and purchases, in order to be able to conduct business electronically.
You understand and expressly agree that you and ZipHub are independent contractors and not agents or employees of the other party. Neither you nor ZipHub has any right, power, or authority to act or create any obligation, express or implied, on behalf of the other party.
GOVERNING LAW AND OTHER MISCELLANEOUS TERMS
These Terms will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Nevada, without reference to its conflicts or choice of law principles. You agree that the sole and exclusive jurisdiction and venue for any and all disputes arising under these Terms will be in any court located in or having jurisdiction over Clark County, Nevada. You irrevocably submit and consent to the personal jurisdiction of such courts. You agree that breach of the provisions of these Terms would cause irreparable harm and significant injury to us which would be both difficult to ascertain and which would not be compensable by damages alone. As such, you agree that we have the right to enforce the provisions of these Terms by injunction (without necessity of posting bond), specific performance, or other equitable relief without prejudice to any other rights and remedies we may have for your breach of these Terms. These Terms constitute the entire agreement between you and ZipHub with respect to the subject matter hereof and supersede all prior agreements, both oral and written, with respect to the subject matter hereof. Our failure to enforce any provision of these Terms will not be deemed to be a waiver of our right to enforce them. If any term or provision of these Terms will be held to be invalid, illegal, or unenforceable, the remaining terms and provisions of these Terms will remain in full force and effect, and such invalid, illegal, or unenforceable term or provision will be deemed not to be part of these Terms. You may not assign, transfer, or sell (voluntarily or by operation of law) your rights or obligations under these Terms, nor delegate your duties hereunder to any other person, without our prior written consent. Any purported assignment without our consent will be void and will constitute a breach of these Terms. We may assign these Terms or delegate or subcontract our obligations under these Terms at any time. Neither you nor ZipHub will be liable for inadequate performance to the extent caused by a condition (natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond either party’s reasonable control. The provisions of these Terms that by their content are intended to survive the expiration or termination of these Terms, including, without limitation, provisions governing ownership and use of intellectual property, representations, disclaimers, warranties, liability, indemnification, governing law, jurisdiction, venue, remedies, rights after termination, and interpretation of these Terms, will survive the expiration or termination of these Terms for their full statutory period.
DIGITAL MILLENNIUM COPYRIGHT ACT
We respect the intellectual property of others and asks our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent the following information:
Please contact our Copyright Agent for Notice of Claims of copyright infringement at: firstname.lastname@example.org. Copyright owners and agents acknowledge that failure to comply with all of the requirements of the foregoing may result in an invalidity of the DMCA notice.
CHANGES TO THESE TERMS
We reserve the right to change, modify, add, or remove portions of these Terms at any time without prior notice. If you have any questions, or would like further clarification, please e-mail us at email@example.com. Any changes to these Terms will be communicated on this page.
With questions, email firstname.lastname@example.org or submit your question through our support services help desk at email@example.com or http://ziphub.com/en/contact/.
2820 S. Jones Blvd,
Las Vegas NV 89146
ZipHub Terms and Conditions 8/2/16