Welcome to the zipBoard website (“Website”). These Terms of Service (“Terms of Service”) govern your access to and use of the Website; any content or other materials (including, without limitation, text, data, graphics, information, designs, drawings, logos, displays, artwork, images HTML5, SCORM files other files, schematics, models, photographs, sound, musical works, audio or video clips, works of authorship, usernames, profiles, User Submissions, Third Party Content and links) uploaded, submitted, downloaded, displayed or appearing on or through the Website (“Content”); any applications (including mobile applications) made available by zipBoard; and any software, services or other resources zipBoard may provide on or through the Website. The Website, Content, software, services and other resources are referred to in these Terms of Service, collectively, as the”Services”. These Terms of Service apply to any of the Services that post a link to these Terms of Service (however accessed or used, whether via a personal computer, mobile device or otherwise). The Services are owned, operated, controlled and provided by zipBoard. zipBoard is referred to in the Terms of Service as “zipBoard”, “Company”,”we”, “us” or “our”. Some services and features offered through the Services may be subject to additional terms and conditions specified by zipBoard from time to time; your use of such services and features is subject to such additional terms and conditions, which are hereby incorporated by reference into these Terms of Service. In those cases, the terms specific to the special services or features control to the extent there is a conflict with these Terms of Service.
YOU MUST BE AT LEAST 18 YEARS OLD TO USE THE SERVICES. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT AND CAPACITY TO ENTER INTO THESE TERMS OF SERVICE IN YOUR JURISDICTION.
We reserve the right, at any time in our sole discretion, to modify or replace any part of these Terms of Service, without prior notice. You agree that we may notify you of any updated Terms of Service by posting them on the Website so that they are accessible via a link from the home page. All such changes are effective immediately when we post them, or such later date as may be specified in the updated Terms of Service, and will apply to your use of the Services from that point forward. Your continued use of the Services following the posting of revised Terms of Service (or engaging in such other conduct as we may reasonably specify) means that you accept and agree to the changes. You can review the most current version of the Terms of Service at any time at: http://www.zipboard.co/terms-of-service. If you object to any such changes, your sole recourse is to cease using the Services.
http://zipBoard.co/privacy-policy, which is incorporated herein by reference. This policy explains how zipBoard treats your personal information when you access and use the Services. The policy may be updated from time to time at our discretion.
You must not create accounts with the Services through unauthorized means, including but not limited to, by using a script, bot, spider, crawler, or scraper, or other automated methods. These accounts will be removed upon detection. You must provide your legal full name, a valid email address, and any other information requested in order to complete the signup process (“Account Information”). Your login may be used by only one person – a single login shared by multiple individuals is not permitted. When you choose to provide information to the Services, you agree that all information you provide to register with the Services and to create your account shall be true, accurate, current and complete, and you agree to update your information as necessary to ensure that it remains true, accurate, current and complete. You understand and agree that you are responsible for maintaining the confidentiality and security of your password and other Account Information, and that you are solely responsible for all activities that occur on or through your account. You agree to notify zipBoard immediately if you suspect any unauthorized use of your account or access to your password. You agree that you will not solicit, collect or use the login credentials of other users. We reserve the right, at any time, in our sole discretion, to disable any user name, password or other identifier, whether chosen by you or provided by us, and to terminate your account or otherwise deny you access, without notice and without liability.
Although it is zipBoard’s intention for the Services to be available as much as possible, there will be occasions when the Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. zipBoard will not be liable to you for any such interruption of the Services, or the loss of any Content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Content or other information may not be secure.
zipBoard reserves the right at any time and from time to time to modify, suspend or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. zipBoard shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Services.
zipBoard, as it deems necessary and in its sole discretion, may suspend or terminate your account at any time. Without limiting the foregoing, we may restrict, suspend or terminate your access to all or part of the Services if we believe you are in breach of these Terms of Service or applicable law, or for any other reason, without notice or liability. zipBoard will attempt to provide advance warning of such termination or suspension, if such is reasonable under the circumstances. zipBoard reserves the right to refuse provision of or access to the Services to anyone for any reason and at any time. Any termination or suspension of the Services may result in the deactivation or deletion of your account or access to your account, and may also result in the forfeiture and relinquishment of all content in your account, as determined by zipBoard in its sole discretion.
Verbal, physical, written or other abuse (including threats of abuse or retribution) of any zipBoard customer, employee, member, or officer will result in immediate account termination. We reserve the right to not intervene in interpersonal disputes.
We will display your Profile information on your profile page and elsewhere on the Service in accordance with the preferences you set in your account. You can review and revise your Profile information at any time.
zipBoard maintains a policy that provides for the termination in appropriate circumstances of the use privileges of users who are repeat infringers of intellectual property rights.
Upon termination, all license and other rights granted to you in these Terms of Service will immediately cease (provided, however, that you will retain ownership of your User Submissions). If we terminate your access to the Services or you cancel your account as described above, we will endeavor to delete your User Submissions from the Services upon cancellation but those materials and data may persist and appear within the Services (e.g., if your User Submissions have been reshared by others). This information, including your User Submissions, comments, relationships and all other data will no longer be accessible to you and cannot be recovered once your account is cancelled, and zipBoard shall not be liable for any claims or losses resulting from such deletions.
The Services include access to software functionality (“zipBoard’s Collaboration Software”) that enables users to share files with people they choose, by setting up a private collaborative space. Such private collaborative space is reserved for the sole and exclusive use of the person or entity that has created it utilizing zipBoard’s Collaboration Software, and no other user of the Services is authorized to access this private area.
zipBoard also offers, for a fee, an enhanced version of zipBoard’s Collaboration Software that contains certain additional features and functionality. If you sign up for the enhanced version of zipBoard’s Collaboration Software, zipBoard will provide you with pricing, payment terms and other necessary information for obtaining access to this software.
If you yourself request zipBoard to delete your account, in such a case we will delete your account and all the related information immediately or the earliest possible.
Certain areas of the Services permit you and other users of the Services to submit, post, display, upload, transmit or otherwise provide (collectively, “Post”), on or through the Services, Content and other materials (collectively, “User Submissions”). You retain ownership of any User Submissions you Post to the Services, subject to the rights you grant us as described in these Terms of Service.
You can choose who can view your User Submissions. You may set your projects, and User Submissions associated with your projects, to be viewed publicly or privately. However, even when setting your projects to be viewed “privately” through zipBoard’s Collaboration Software, you nonetheless agree to allow the collaborators invited by you to view, download, and use your User Submissions.
You understand and acknowledge that you are fully responsible for all your User Submissions, including the legality, reliability, accuracy and appropriateness thereof. You further represent and warrant that you own all rights in and to such User Submissions or, alternatively, you have acquired all necessary rights in your User Submissions to enable you to grant the above licenses; and that the Posting, downloading, copying and use of such User Submissions does not and will not misappropriate, infringe or violate the rights of any third party, including, without limitation, patent, copyright, trademark, trade secret, confidentiality or other intellectual property or proprietary rights, or rights of privacy or publicity. Upon zipBoard’s request, you will furnish zipBoard any documentation, substantiation or releases necessary to verify your compliance with these Terms of Service.
You agree to pay for all royalties, fees, and any other monies owed by reason of User Submissions you Post on or through the Services.
If you choose to provide zipBoard with ideas, suggestions, improvements or other feedback with respect to the Services, we shall be free to use such materials in any manner and for any purpose (including, without limitation, incorporation in zipBoard’s products, services and advertising and marketing materials, and developing and marketing products and services) without liability or compensation to you or restriction of any kind.
You may not Post on or through the Services any User Submission that: (a) violates any applicable law, rule or regulation; (b) infringes or violates the legal rights of any other person or entity, including the patent, copyright, trademark, trade secret or other intellectual property rights, or right of privacy or publicity, of such person or entity; (c) is defamatory, libelous, false, fraudulent, threatening, abusive, obscene, pornographic, harassing or otherwise objectionable, or promotes or otherwise incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (d) encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, rule or regulation; (e) discloses or provides information protected under any law, agreement or fiduciary relationship, including, but not limited to, proprietary or confidential information of others; (f) contains any software virus or any other code, file, program or disabling device designed to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (g) contains any advertising, promotion, solicitation or other commercial material, or involves commercial activities (whether or not for profit) and/or sales, including but not limited to contests or sweepstakes, without zipBoard’s prior written consent; or (h) otherwise constitutes a Prohibited Use as described in the section titled “Prohibited Uses”, below.
We warrant that we would process your data in compliance with data protection legislation and would make efforts against unauthorized data processing. We might access user data/submissions for improving the service or for redressal of some of your grievances that you report to zipBoard and seek zipBoard support to resolve them.
You represent and warrant that your use of the Services will be in strict accordance with these Terms of Service, and with all applicable laws, rules and regulations, including, without limitation, all federal, state, local, provincial and international laws, rules and regulations applicable to your use of the Services and your User Submissions, including without limitation, copyright laws, and all laws regarding the export of technical data or software to and from the US or other countries.You also warrant consent for processing your data(even outside EEA) in case it is necessary for us to process.
You agree to the fact that we may share(if need be) and get your data processed by any of our affiliates or 3rd party vendors(with proper data protection standards) for the purpose of providing better services.If you defy such an agreement please let us know. In such a case you might not be able to avail some of our services.
All right, title and interest in and to the Website and all Content and other Services (excluding your User Submissions), and the design, selection, arrangement, compilation, and look and feel thereof, and any and all patent, copyright, trademark, trade secret and other intellectual property rights arising out of or relating to the Services, are and shall remain the exclusive property of zipBoard and its third party providers, contributors and licensors. You agree not to remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. The various corporate names, logos, product and service names, domain names, designs and slogans (collectively, “Marks”) displayed on or through the Services are the trade names, trademarks and service marks of zipBoard or other third parties. Nothing in the Terms should be construed as giving you a right, express or implied, to use, copy or imitate such Marks, in whole or in part, without the prior written consent, as applicable, of zipBoard or other trademark owner.
These Terms of Service do not transfer from zipBoard to you (whether expressly, impliedly, by estoppel or otherwise) any zipBoard or third party intellectual property rights, and you acquire no ownership interest or other rights in the Services other than the right to use the same expressly in accordance with these Terms of Service.
Subject to your compliance with these Terms of Service, and any additional terms that may apply to particular Services offered by us, zipBoard grants you a non-exclusive, non-transferable, limited, personal license to access and use the Services in accordance with these Terms of Service. The license granted herein is expressly made subject to the following limitations and restrictions: (a) You may not, directly or indirectly, provide, distribute or otherwise transfer User Submissions to any third party, or publish, post, transmit, upload or broadcast User Submissions to any other website or application without the prior written consent of the owner of such User Submission; (b) You may not copy, duplicate, reproduce, modify, adapt, publish, distribute, upload, download, post, transmit, broadcast, sell, license or prepare derivative works of any Content, software or other materials owned by zipBoard (including, without limitation, information, text, graphics and instructions provided by zipBoard as part of the Website, any web pages or other Services, and the design, selection, arrangement, compilation, and look and feel of the Website, any web pages or other Services) without the prior written consent of zipBoard; and (c) You may not decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Services.
Any and all rights to use the Services that are not expressly granted to you under these Terms of Service are reserved for zipBoard or its licensors. Unauthorized use of the zipBoard Content or other Services is prohibited, may be a violation of federal and state laws, rules, regulations, and treaties, and could result in civil or criminal liability and penalties.
zipBoard may allow you, but only through express written permission, to engage in certain personal uses of Content that include the ability to share certain Content with others (“Social Distribution”). For example, the Services may allow you to send certain Content to friends, display Content on your personal web site or post Content on a third party web site. You agree that you will not imply that you and zipBoard are affiliated in any way or that zipBoard approves of your comments. We reserve the right to revoke our permission for Social Distribution at any time and for any reason, and you agree to immediately cease Social Distribution upon notice of revocation and to comply with any terms we post in connection with the Social Distribution of Content.
Using Automated Devices to Copy Content
You may not use any automated collection mechanism (for example, any robot, spider or other automatic device) to monitor or copy the web pages comprising the Website or the Content without the prior written permission of zipBoard. Without limiting the foregoing, zipBoard prohibits crawling, scraping, caching or otherwise accessing any Content on the Services via automated means, including, but not limited to, user profiles and User Submissions (except as may be the result of recognized search engine activity).Other Prohibited Uses
You may not: (a) use the Services in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of technical data or software to and from the US or other countries); (b) Post, or use the Services to generate, unsolicited email advertisements, SMS’s or spam messages; (c) impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity; (d) use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Services; (e) upload or transmit any form of virus, worm, Trojan horse or other malicious or technologically harmful code; (f) attempt to gain access to secured portions of the Services to which you do not possess access rights; or (g) Post private or confidential information via the Services, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
“Third Party Content” means User Submissions Posted on or through the Services by other users or third parties. All Third Party Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. zipBoard is not responsible for examining, evaluating or monitoring such Content. zipBoard does not control, endorse or support any Third Party Content or communications Posted on or through the Services, or any opinions that may be expressed therein, and makes no representations or warranties whatsoever as to the accuracy, reliability, veracity or completeness of any such Content or communications. Any use or reliance upon any Third Party Content posted on or through the Services is at your own risk, and zipBoard assumes no responsibility or liability whatsoever for such Third Party Content or your reliance thereon.
The Services may contain links to or interactions with third-party websites or resources (“Third Party Websites”). These links and interactions are provided for your convenience only. zipBoard neither endorses nor controls such Third Party Websites, and you acknowledge and agree that we are not responsible or liable for the information, content, products, or services on or available from such Third Party Websites, or for the results to be obtained from using them. If you choose to access any such Third Party Websites, you do so entirely at your own risk.
zipBoard respects the intellectual property rights of others, and expects those who use the Services to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement in the United States of America, please notify zipBoard of your claim of infringement by sending the following written information to our Copyright Agent, designated as such pursuant to the Digital Millennium Copyright Act (“DMCA”), 17 U.S.C. § 512(c)(2), named below:
We will respond to notices of claimed copyright infringement in accordance with the DMCA.It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.
Our designated Copyright contact to receive DMCA Notices is: [email protected]
zipBoard reserves the right, but has no obligation, to prescreen, monitor and/or review any Content submitted by you or otherwise available on the Services, and zipBoard is not required to host, display, or distribute User Submissions. We reserve the right at all times, without notice, to edit, refuse to post, block or remove any User Submissions, in whole or in part, that in our sole discretion are objectionable, violate these Terms of Service, infringe or violate the intellectual property or other rights of any person or entity, threaten the personal safety of users of the Services or the public or could create liability for the Company. Content removed from the Services may continue to be stored by zipBoard, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, zipBoard encourages you to maintain your own backup of your Content. In other words, zipBoard is not a backup service and you agree that you will not rely on the Services for the purposes of Content backup or storage. You are solely responsible for your interaction with other users of the Services, whether online or offline. You agree that zipBoard is not responsible or liable for the conduct of any user. zipBoard reserves the right, but has no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment when interacting with others, including when you submit or post Content or any personal or other information. We further reserve the right at all times to disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right of privacy or publicity, and to take appropriate legal action, including, without limitation, referral to law enforcement authorities, for any illegal or unauthorized use of the Services. Without limiting the foregoing, we have the right to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
The Services may offer features that are available to you via your mobile phone or other mobile device. These features may include, without limitation, the ability to view zipBoard Content, upload Content to the Services, receive messages from the Services, download applications to your mobile device or access Services features (collectively, the “Mobile Features”). Message and data rates and other carrier fees may apply.
If zipBoard wishes to provide notifications or receipts to you, zipBoard may do so by email at the address you provided to zipBoard when you created your account or as later updated. You hereby agree and acknowledge that zipBoard is not responsible to notify you in any way other than by email.
Any contests or promotions (“Promotions”) accessible through the Services may be governed by its own set of official rules, which may have eligibility requirements, such as certain age or geographic area restrictions. By entering or participating in such Promotions, you will become subject to those official rules. It is your responsibility to read the applicable rules to determine whether or not your participation, registration or entry will be valid or restricted, and to determine the sponsor’s requirements of you in connection with the applicable Promotion.
The Services may be accessed from any country. zipBoard controls and operates the Services from offices located in Vancouver, Canada and makes no representations or warranties that the information, products or services contained on the Services are appropriate for use or access in other locations. If you access and use the Services outside Canada, you do so on your own initiative and you are responsible for complying with Canada and your local laws and regulations, if and to the extent such laws are applicable.. The information provided within the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject zipBoard to any registration requirement within such jurisdiction or country. We reserve the right to limit the availability of the Services or any portion of the Services, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that zipBoard provides.
These Terms of Service were written in English (US). To the extent any translated version of these Terms of Service conflicts with the English version, the English version controls.
Some features or portions of the Services may require you to pay a fee, such as subscription services or a purchase you make form the Services. Regardless of the service or product you purchase, you agree to pay all fees and charges that you incur. Unless otherwise noted, all currency references are in U.S. dollars. We may, upon notice if required by applicable laws, at any time change the amount of, or basis for determining, any fee or charge, or institute new fees or charges. All fees and charges are payable in accordance with payment terms in effect at the time the fee or the charge becomes payable.
YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES OR ANY CONTENT IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ALL CONTENT) ARE PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT WARRANTY OF ANY KIND. NEITHER zipBoard NOR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE “zipBoard PARTIES”) MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT (INCLUDING, WITHOUT LIMITATION, USER SUBMISSIONS AND THIRD PARTY CONTENT) OR OTHER SERVICES. THE zipBoard PARTIES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND FREEDOM FROM COMPUTER VIRUS. WITHOUT LIMITING THE FOREGOING, THE zipBoard PARTIES MAKE NO REPRESENTATION OR WARRANTY AS TO THE QUALITY, RELIABILITY, COMPLETENESS, ACCURACY, TIMELINESS, AVAILABILITY, SECURITY OR FUNCTIONALITY OF THE SERVICES OR ANY CONTENT THEREON. THE zipBoard PARTIES MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, THAT DEFECTS IN THE SERVICES WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKES THE SERVICES AVAILABLE IS FREE FROM HARMFUL COMPONENTS, INCLUDING WITHOUT LIMITATION VIRUSES. THE zipBoard PARTIES DO NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE zipBoard PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE zipBoard PARTIES OR THROUGH THE SERVICES, WILL BE DEEMED TO CREATE ANY WARRANTY WHATSOEVER. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTIONS’ LAWS ARE APPLICABLE TO YOU AND THESE TERMS OF SERVICE. BY ACCESSING OR USING THE SERVICES YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICES.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE zipBoard PARTIES BE LIABLE TO YOU FOR ANY LOSS OR DAMAGES OF ANY KIND INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICES, (B) THESE TERMS OF SERVICE OR (C) YOUR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES OR ANY CONTENT AVAILABLE ON OR THROUGH THE SERVICES, EVEN IF SUCH DAMAGES WERE FORESEEABLE OR zipBoard HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION (LIMITATION OF LIABILITY) SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT (INCLUDING, WITHOUT LIMITATION, BREACH OF WARRANTY), INDEMNIFICATION, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. IN NO EVENT WILL THE zipBoard PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR LOSS, DAMAGE OR INJURY, INCLUDING, WITHOUT LIMITATION, DEATH OR PERSONAL INJURY.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN NO EVENT WILL THE zipBoard PARTIES’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE OR YOUR USE OF THE SERVICES EXCEED THE GREATER OF (A) THE AMOUNTS, IF ANY, PAID BY YOU TO zipBoard FOR THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR (B) FIFTY UNITED STATES DOLLARS ($50.00).
You (and also any third party for whom you operate an account or activity on the Services) agree to defend, indemnify and hold harmless zipBoard, its officers, directors, managers, shareholders, employees and agents, from and against any and all claims, liabilities, damages, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following (including as a result of your direct activities on the Services or those conducted on your behalf): (i) your breach or alleged breach of these Terms of Service; (ii) your User Submissions; (iii) your use of or access to the Services; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities, including, without limitation all regulatory, administrative and legislative authorities; (v) your violation of the rights of any third party, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (vi) any misrepresentation made by you. zipBoard reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with zipBoard’s defense of any claim. You will not in any event settle any claim without the prior written consent of zipBoard.
All provisions of these Terms of Service which, by their nature, should survive the expiration or termination of your relationship with zipBoard shall survive such expiration or termination, including, without limitation, User Submissions, Proprietary Rights, Prohibited Uses, Copyright Infringement and DMCA Policy, Disclaimer of Warranties, Limitation of Liability, Indemnification, Governing Law and General.
These Terms of Service, and all claims or causes of action related to or arising in connection with these Terms of Service, shall be governed by and construed in accordance with the laws of Canada, without giving effect to any principles of conflicts of laws, AND WILL SPECIFICALLY NOT BE GOVERNED BY THE UNITED NATIONS CONVENTIONS ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, IF OTHERWISE APPLICABLE.
The failure of zipBoard to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms of Service; you agree that the court should endeavor to give effect to the intentions of zipBoard and you as reflected in the provision, and that the other provisions of these Terms of Service shall remain in full force and effect. If you are using the Services on behalf of a legal entity, you represent that you are authorized to enter into an agreement on behalf of that legal entity. These Terms of Service, and any rights and licenses granted hereunder, may not be assigned or transferred by you, in whole or in part, whether voluntarily or by operation of law, without the prior written consent of zipBoard (and any attempt to do so shall be null and void). These Terms of Service, and any rights and licenses granted hereunder, may be assigned or transferred by zipBoard without restriction and without your consent. These Terms of Service constitute the final, complete and exclusive statement of the agreement between you and zipBoard regarding the subject matter hereof, and supersede any prior agreements, negotiations or communications between you and zipBoard with respect to such subject matter. Neither the course of conduct between the parties nor trade practice will act to modify the Terms of Service. These Terms of Service do not confer any third-party beneficiary rights.
If you have any questions about these Terms of Service, please send your questions to [email protected] All notices, authorizations, and requests to zipBoard shall be deemed given on receipt.