Terms of Use Agreement
1. Your Acceptance
Welcome to ZipClip.com. Your use of the ZipClip product, the ZipClip website and the ZipClip browser plug-in and ZipClip mobile applications software provided through or in connection with the product ("Product") is subject to this Terms of Use Agreement ("Agreement") and the current ZipClip Privacy Policy which is incorporated herein by reference. Each time you use the Product, you agree to be bound by the following Agreement and the Privacy Policy. If you do not agree to any of the terms, then you must immediately discontinue your use of the Product.
2. Use of Product
A. ZipClip hereby grants you permission to use the Product as set forth in this Agreement, provided that: (i) your use of the Product as permitted is solely for your personal, noncommercial use; provided however, that ZipClip may grant users a license for commercial use under a separate agreement; (ii) you will not copy or distribute any part of the Product in any medium without ZipClip’s prior written authorization; (iii) you will not alter or modify any part of the Product other than as may be reasonably necessary to use the Product for its intended purpose; (iv) you will comply with the terms and conditions of this Agreement, ZipClip privacy policy; (v) you will comply with the terms and conditions of any third party web sites or content owner's terms and conditions, privacy policies, or other restrictions on use of their content listed; and (vi) you will not use the Product to violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.
B. In order to access features of the Product, you will have to provide your valid mobile number and email address. You may never use email accounts or phone numbers that do not belong to you without permission. When creating your ZipClip account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on and in your account, and you must keep your account password secure. You must notify ZipClip immediately of any breach of security or unauthorized use of your account. Although ZipClip will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of ZipClip or others due to such unauthorized use.
C. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Product in a manner that sends more request messages to the ZipClip servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, ZipClip grants the operators of public search engines permission to use spiders to copy materials from the Product for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. ZipClip reserves the right to revoke these exceptions either generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Product, nor to use the communication systems provided by the Product for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any Users of the Product with respect to their User Submissions.
D. ZipClip may permanently or temporarily terminate, suspend, or otherwise refuse to permit User's access to the Product without notice and liability, if, in ZipClip sole determination, User violates any of the Agreement, including the following prohibited actions; (i) attempts to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Product; (ii) takes any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) continuously uploads copyright protected content despite various notifications by the copyright owners to the User; (iv) uploads invalid data, viruses, worms, or other software agents through the Product; (v) impersonate another person or otherwise misrepresent User's affiliation with a person or entity, conduct fraud, hide or attempt to hide User's identity; (vi) interferes with the proper working of the Product; or, (vii) bypasses the measures we may use to prevent or restrict access to the Product. Upon termination for any reason, User continues to be bound by this Agreement.
E. Certain portions of the Products may allow Users to upload and share User Submissions with each other and with other third parties. You will be responsible for establishing your usage preferences, including accessibility to your User Submissions, ("Usage Preferences") with respect to all User Submissions, and ZipClip will use its commercially reasonable efforts to accommodate such Usage Preferences. However, ZipClip does not guarantee that any such Usage Preferences will always be applied, or that your User Submissions will be kept secure. ZipClip takes no responsibility and assumes no liability for any User Submissions that you or any other Users or third parties post or send over the Product. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Submissions that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Product, is solely your responsibility. If you want ZipClip to remove your User Submissions from the Product, please delete it as specified in the Product. However, we cannot guarantee that your User Submissions will be completely removed from all User devices or from their web pages, nor that other Users will not misuse any content that you supply. In addition the other Users may have already copies and forwarded your User Submissions to others, making recovery impossible. ZipClip is not responsible for any public display or misuse of your User Submissions.
F. It is solely your responsibility where, when and how you use the Product. You represent and warrant that your use of the Product will not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. You are solely liable to any third party, to another User or to ZipClip from any damages that may be claimed by any third party or another User as a result of your use of the Product. You may and will not hold ZipClip or any of its employees, agents, representatives or stakeholders liable for any damages claimed by third parties or other Users as a result of your use of the Product. You agree to be responsible and liable for any damages brought against ZipClip, its employees or stakeholders by third parties or other Users as a result of your use of the Product. You agree to pay for all royalties, fees, and any other monies owed to any third party by reason of your use of the Product. You agree to indemnify ZipClip, its employees, agents, representatives or stakeholders from any liability you face as a result of your use of the Product.
3. ZipClip Proprietary Rights
The Product and all materials therein or transferred thereby, including, without limitation, software and images, text, graphics, illustrations, logos used in the software, on the ZipClip web site and mobile application; patents, trademarks, service marks, copyrights, and all Intellectual Property Rights (as defined below) related thereto, are the exclusive property of ZipClip and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials used in the Product; provided however, that Users may embed their own Channel web pages in their home pages or blog pages.
For the purposes of this Agreement, (“Intellectual Property Rights”) means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
4. Copyrights, Trademarks and Service Marks of Third Parties.
Content is or may be protected under United States and worldwide copyrights or other Intellectual Property Rights which are owned or licensed, in whole or in part, by third parties outside of ZipClip. You may not use the Product to access, manipulate, edit, reproduce, republish, post, transmit, sell, transfer, distribute, or otherwise exploit such protected Content in any manner whatsoever without the express consent of its rightful owner.
5. DMCA Notice
We respect the Intellectual Property Rights of others and we absolutely prohibit Users from accessing, manipulating, editing, reproducing, republishing, posting, transmitting, selling, transferring, distributing, or otherwise exploiting, through the Product, any materials that violate another party's Intellectual Property Rights. When we receive proper notification of alleged copyright infringement as described herein, we will promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers in accordance with the Digital Millenium Copyright Act. If you believe that your copyrighted work has been copied by a User in a way that may constitute copyright infringement by the User, please notify ZipClip copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA"). For your complaint to be valid under the DMCA, you must provide the following information in writing:
- An electronic or physical signature of a person authorized to act on behalf of the copyright owner;
- Identification of the User(s) that you claim has been infringing;
- Identification of the copyrighted work that you claim has been infringed;
- Identification of the material that is claimed to be infringing and where it is located in the Product;
- Information reasonably sufficient to permit ZipClip to contact you, such as your address, telephone number, and, e-mail address;
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or law; and
- A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
Please note that this procedure is exclusively for notifying ZipClip and its affiliates that your copyrighted material has been infringed by a User. The preceding requirements are intended to comply with ZipClip rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
6. Additional Representations and Warranties
You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:
a. By your use of the Product, you affirm that you are either are at least 18 years of age, or an emancipated minor, or posses legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement. In any case, you affirm that you are over the age of 12, as the Product is not intended for children under 12. If you are under 12 years of age, then please do not use the Product.
b. You have the written consent of each and every identifiable natural person in the User Submission to use such person's name or likeness in the manner contemplated by the Product and this Agreement, and each such person has released you from any liability that may arise in relation to such use.
c. The User Submission and ZipClip use thereof as contemplated by this Agreement and the Product will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.
d. You are not, nor is any other person who appears in your User Submission, a current member of the Screen Actors' Guild ("SAG") or of the American Federation of Television and Radio Actors ("AFTRA").
7. Disclaimer
ZipClip does not endorse any User Submission or the views, opinion, recommendation or advice expressed therein. ZipClip does not review, nor is it responsible for any User Submission content or the accuracy, usefulness or safety thereof, no matter the source. ZipClip is not obligated to review the User Submissions for any reason. You may be exposed to User Submissions that are inaccurate, offensive, indecent, objectionable, infringing, and you hereby agree to waive any legal rights and remedies you may have against ZipClip.
8. Opt Out
We may use your information to notify you of important changes to the Product, new features or services, and special offers. If you do not want to receive such notices, you may send an email message to support@zipclip.com with the word "Opt Out" in the subject field.
Opting out may prevent you from receiving email messages regarding updates, improvements, or special offers. If ZipClip has provided any third party with your personal information, you will have to contact the third-party directly with any opt-out request.
9. Third-Party Content, Websites or Services
ZipClip has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services . In addition, ZipClip will not and cannot censor or edit the content of any third-party website or service. By using the Product, you expressly relieve ZipClip from any and all liability arising from your use of any third-party website or services or third party owned Content. Accordingly, we encourage you to be aware of and to read the terms and conditions and privacy policy of any third-party website or service that you visit.
You agree that if you access, view or use any Content not owned by ZipClip, you shall comply with the Content owner's restrictions or prohibitions of use of such Content, which may include without limitation, end user agreements, terms of service agreements, privacy policies, and license agreements.
10. Indemnity
You agree to defend, indemnify and hold harmless ZipClip and its parent, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of the Product, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Submissions or any that are submitted via your account; or (vi) any other party's access and use of the Product with your unique username, password or other appropriate security code.
11. No Warranty
THE PRODUCT IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE PRODUCT IS AT YOUR OWN RISK. THE PRODUCT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ZIPCLIP, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE, CORRECT OR YOU HAVE THE RIGHT TO USE IT; THAT THE PRODUCT WILL MEET YOUR REQUIREMENTS; THAT THE PRODUCT WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE PRODUCT IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE PRODUCT ARE DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.
ZipClip DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE ZIPCLIP PRODUCT OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ZIPCLIP WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZIPCLIP, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS PRODUCT. UNDER NO CIRCUMSTANCES WILL ZIPCLIP BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE PRODUCT OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZIPCLIP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF PRODUCT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR USE OF OUR PRODUCT; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PRODUCT; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR PRODUCT BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE PRODUCT; AND/OR (VII) USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF ZIPCLIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
The Product is distributed from its facilities in the United States . ZipClip makes no representations that the Product is appropriate or available for use in other locations. Those who access or use the Product from other jurisdictions do so at their own volition and are responsible for compliance with local law.
15. Sole Remedy
IN ANY EVENT, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY LIABILITY RELATING TO OR ARISING OUT OF THE PRODUCT OR THIS AGREEMENT, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT, SHALL BE FOR YOU TO DISCONTINUE YOUR USE OF THE PRODUCT AND TERMINATE THIS AGREEMENT.
16. Termination and Survival
ZipClip reserves the right to terminate this Agreement as to any User violating the terms of this Agreement. Specifically ZipClip will terminate the accounts and use of the Product of any User who posts, emails, distributes, submits, or otherwise makes available through the Product any User Submissions in violation of this Agreement more than once. The provisions of Sections 3A, 5, 7, and 11-19 shall survive any termination or expiration of this Agreement.
17. Assignment
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ZipClip without restriction.
18. General
A. Governing Law. You agree that: (i) the Product shall be deemed solely based in Texas ; and (ii) the Product shall be deemed a passive that does not give rise to personal jurisdiction over ZipClip, either specific or general, in jurisdictions other than Texas . This Agreement shall be governed by the internal substantive laws of the State of Texas , without respect to its conflict of laws principles. Any claim or dispute between you and ZipClip that arises in whole or in part from the Product shall be decided exclusively by a court of competent jurisdiction located in Harris County , Texas.
B. Entire Agreement/Severability. This Agreement, together with ZipClip privacy policy and any other legal notices published by ZipClip on the Product, shall constitute the entire agreement between you and ZipClip concerning the Product. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.
C. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and ZipClip failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. ZipClip reserves the right to amend this Agreement at any time and without notice, and it is your responsibility to review this Agreement for any changes. Your use of the Product following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.
19. Effective Date
This Agreement was last revised on July 9, 2008