Version 1.2, Effective Date Jan 6th, 2016
Last Updated Date Aug 6th, 2020
PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USEâ€) CAREFULLY. BY ACCESSING OR USING THIS WEBSITE OR ANY OTHER WEBSITES OF THE COMPANY, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “WEBSITEâ€) IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE†AND COLLECTIVELY, THE “SERVICESâ€) BY THE COMPANY OR USERS OF THE SITE (“USERSâ€), CLICKING ON THE “I ACCEPT†BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE OR DOWNLOADING COMPANY’S MOBILE APPLICATION (THE “APPLICATIONâ€), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH THE COMPANY, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF USE. THE TERM “YOU†REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
THE TERMS OF USE INCLUDE (1) YOUR AGREEMENT THAT COMPANY HAS NO LIABILITY REGARDING THE SERVICES (SECTIONS 16 AND 17); (2) YOUR AGREEMENT THAT THE SERVICES ARE PROVIDED “AS IS†AND WITHOUT WARRANTY (SECTION 16); (3) YOUR CONSENT TO RELEASE COMPANY FROM LIABILITY BASED ON CLAIMS BETWEEN USERS (SECTION 7) AND GENERALLY (SECTION 21.2); AND (4) YOUR AGREEMENT TO INDEMNIFY COMPANY FOR YOUR USE OR INABILITY TO USE THE SERVICES (SECTION 15).
THE TERMS OF USE INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
THE TERMS OF USE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
UK:Â YOU SHOULD PRINT A COPY OF THESE TERMS OF USE OR SAVE THEM TO YOUR COMPUTER FOR FUTURE REFERENCE.
YOUR USE OF, AND PARTICIPATION IN, CERTAIN SERVICES MAY BE SUBJECT TO ADDITIONAL TERMS (“SUPPLEMENTAL TERMSâ€) AND SUCH SUPPLEMENTAL TERMS WILL EITHER BE LISTED IN THE TERMS OF USE OR WILL BE PRESENTED TO YOU FOR YOUR ACCEPTANCE WHEN YOU SIGN UP TO USE THE SUPPLEMENTAL SERVICE. IF THE TERMS OF USE ARE INCONSISTENT WITH THE SUPPLEMENTAL TERMS, THE SUPPLEMENTAL TERMS SHALL CONTROL WITH RESPECT TO SUCH SERVICE. THE TERMS OF USE AND ANY APPLICABLE SUPPLEMENTAL TERMS ARE REFERRED TO HEREIN AS THE “TERMS.†IF YOU (OR YOUR ORGANIZATION) HAS ENTERED INTO A SEPARATE AGREEMENT WITH THE COMPANY FOR THE SAME OR SIMILAR SERVICES, THEN THE TERMS OF THAT SEPARATE AGREEMENT SHALL GOVERN YOUR USE OF THOSE SERVICES.
PLEASE NOTE THAT THE TERMS ARE SUBJECT TO CHANGE BY THE COMPANY IN ITS SOLE DISCRETION AT ANY TIME. WHEN CHANGES ARE MADE, THE COMPANY WILL MAKE A NEW COPY OF THE TERMS OF USE AVAILABLE AT THE WEBSITE AND WITHIN THE APPLICATION, AND ANY NEW SUPPLEMENTAL TERMS WILL BE MADE AVAILABLE FROM WITHIN, OR THROUGH, THE AFFECTED SERVICE ON THE WEBSITE OR WITHIN THE APPLICATION. WE WILL ALSO UPDATE THE “LAST UPDATED†DATE AT THE TOP OF THE TERMS OF USE. IF WE MAKE ANY MATERIAL CHANGES, AND YOU HAVE REGISTERED WITH US TO CREATE AN ACCOUNT (AS DEFINED IN SECTION 4.1 BELOW), WE WILL ALSO SEND AN E-MAIL TO YOU AT THE LAST E-MAIL ADDRESS YOU PROVIDED TO US PURSUANT TO THE TERMS. ANY CHANGES TO THE TERMS WILL BE EFFECTIVE IMMEDIATELY FOR NEW USERS OF THE WEBSITE, THE APPLICATION, THE SERVICES (AS THESE TERMS ARE DEFINED HEREIN) (COLLECTIVELY, THE “COMPANY PROPERTIESâ€) AND WILL BE EFFECTIVE THIRTY (30) DAYS AFTER POSTING NOTICE OF SUCH CHANGES ON THE WEBSITE FOR EXISTING USERS, PROVIDED THAT ANY MATERIAL CHANGES SHALL BE EFFECTIVE FOR USERS WHO HAVE AN ACCOUNT WITH US UPON THE EARLIER OF THIRTY (30) DAYS AFTER POSTING NOTICE OF SUCH CHANGES ON THE WEBSITE OR THIRTY (30) DAYS AFTER DISPATCH OF AN E-MAIL NOTICE OF SUCH CHANGES TO REGISTERED USERS (DEFINED IN SECTION 4.1 BELOW). THE COMPANY MAY REQUIRE YOU TO PROVIDE CONSENT TO THE UPDATED TERMS IN A SPECIFIED MANNER BEFORE FURTHER USE OF THE COMPANY PROPERTIES IS PERMITTED. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE COMPANY PROPERTIES. OTHERWISE, YOUR CONTINUED USE OF THE WEBSITE AND/OR SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGE(S). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
The Company provides a marketplace that allows Users to offer, sell and buy items (“Productsâ€). As a marketplace, we do not own or sell the Products (except as described below), so the actual contract for sale is directly between the individuals seeking to sell items (“Sellersâ€) and individuals seeking to buy items (“Buyersâ€). Please note that the Company may receive a commission or other payment from Sellers who may sell Products through our marketplace. There are times when the Company may be a Seller (actually a reseller of third party goods) in the marketplace. In those cases, the actual contract for sale will be between Company and the Buyers.
While the Company may provide pricing and guidance in our Services, such information is solely informational. We do not take part in the interaction between Users (except when we are a Seller). We do not have control over the quality, timing, legality, failure to provide, or any aspect whatsoever of any ratings provided by Users, items sold by Sellers, or of the integrity, responsibility, or any actions of any Users (including, but not limited to, payment processing, shipping or returns for any purchases of Products). The Company makes no representations about the suitability, reliability, timeliness or accuracy in public, private or offline interactions. Company does not assume any responsibility for the accuracy or reliability of this information or any information provided through the Services.
When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. THE COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE COMPANY PROPERTIES, YOUR PURCHASE OF ANY PRODUCTS THROUGH THE COMPANY PROPERTIES OR YOUR USE OF ANY PRODUCTS PURCHASED THROUGH THE COMPANY PROPERTIES.
When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don't know. NEITHER THE COMPANY NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE SERVICES. THE COMPANY AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE COMPANY PROPERTIES, YOUR PURCHASE OF ANY PRODUCTS THROUGH THE COMPANY PROPERTIES OR YOUR USE OF ANY PRODUCTS PURCHASED THROUGH THE COMPANY PROPERTIES.
The Company Properties and the information and content available on the Company Properties are protected by copyright laws throughout the world. Subject to the Terms, the Company grants you a limited license to reproduce portions of the Company Properties for the sole purpose of using the Services for your personal or internal business purposes. Unless otherwise specified by the Company in a separate license, your right to use any Company Properties is subject to the Terms.
The rights granted to you in the Terms are subject to the following restrictions:
As a part of the Company Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for the Company to monitor such materials and that you access these materials at your own risk.
In order to access certain features of the Company Properties you may be required to become a Registered User. For purposes of the Terms, a “Registered User†is a User who has registered an account on the Website (“Accountâ€), has a valid account on the social networking service (“SNSâ€) through which the User has connected to the Services (each such account, a “Third-Party Accountâ€), or has an account with the applications provider for the User’s mobile device.
If you access the Services through a SNS as part of the functionality of the Company Properties, you may link your Account with Third-Party Accounts, by allowing the Company to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent that you are entitled to disclose your Third-Party Account login information to the Company and/or grant the Company access to your Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account and without obligating the Company to pay any fees or making the Company subject to any usage limitations imposed by such third-party service providers. By granting the Company access to any Third-Party Accounts, you understand that the Company may access, make available and store (if applicable) any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, and/or other materials accessible through the Company Properties (“Contentâ€) that you have provided to and stored in your Third-Party Account (“SNS Contentâ€) so that it is available on and through the Company Properties via your Account. Unless otherwise specified in the Terms, all SNS Content shall be considered to be Your Content (as defined in Section 8.1) for all purposes of the Terms. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your Account on the Company Properties. Please note that if a Third-Party Account or associated service becomes unavailable or the Company’s access to such Third-Party Account is terminated by the third-party service provider, then SNS Content will no longer be available on and through the Company Properties. You have the ability to disable the connection between your Account and your Third-Party Accounts at any time by accessing the “Settings†section of the Website. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS, AND THE COMPANY DISCLAIMS ANY LIABILITY FOR PERSONALLY IDENTIFIABLE INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS THAT YOU HAVE SET IN SUCH THIRD-PARTY ACCOUNTS. The Company makes no effort to review any SNS Content for any purpose, including but not limited to, for accuracy, legality, or noninfringement, and the Company is not responsible for any SNS Content.
In registering for the Services, you agree to:
You represent that you are:
You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to restrict use by minors, and you will accept full responsibility for any unauthorized use of the Company Properties by minors. You may not share your Account or password with anyone, and you agree to:
You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account per platform or SNS at any given time. The Company reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Company Properties if you have been previously removed by the Company, or if you have been previously banned from any of the Company Properties.
You must provide all equipment and software necessary to connect to the Company Properties, including but not limited to, a mobile device that is suitable to connect with and use the Company Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees that you incur when accessing the Company Properties. By providing your mobile number and using the Services, you hereby affirmatively consent to our use of your mobile number for calls and texts in order to perform and improve upon the Services. Company will not assess and charge for any calls or texts, but standard message charges or other charged from your wireless carrier may apply. You may opt out of receiving text messages from us by emailing opt-out@zageno.com.
In order to support Registered Users, we may access your account (with your permission) in order to diagnose a problem or take an action at your direction. We will only access your account or take an action if you authorize us to do so. The Company will log all such access and has policies in place to ensure that there will be no access without your permission. Actions that you may authorize may include, but are not limited to, the ordering of Goods or the approving of orders (if you specifically requested us to do so). We may also access your account for quality assurance purposes, in accordance with the terms of our privacy policy.
The Website transmits orders to Sellers for the purchase of Products, and all aspects of such purchases are handled by the Sellers. Users of the Services contract directly with other Users. The Company will not be a party to any contracts between Users. Without limiting the generality of the foregoing, the Company is not responsible for the payment processing of any transactions between Users, the shipping of Products, or refunds or exchanges relating to Products, unless Company is the Seller
When buying an item, you agree to the rules for Buyers and that:
The Company expressly disclaims any liability that may arise between Users of its Services. The Services are only a venue for connecting Users. Because Company is not involved in the actual contract between Users or in the completion of the sale, in the event that you have a dispute with one or more Users, you release Company (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
The Company expressly disclaims any liability that may arise between Users of its Services. The Services are only a venue for connecting Users. Because Company is not involved in the actual contract between Users or in the completion of the sale, in the event that you have a dispute with one or more Users, you release Company (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
You acknowledge that all Content, including the Company Properties, is the sole responsibility of the party from whom such Content originated. This means that you, and not the Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available (“Make Availableâ€) through the Company Properties (“Your Contentâ€), and other Users of the Company Properties, and not the Company, are similarly responsible for all Content they Make Available through the Company Properties (“User Contentâ€).
You acknowledge that the Company has no obligation to pre-screen Content (including, but not limited to, Your Content and User Content), although the Company reserves the right in its sole discretion to pre-screen, refuse, or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. In the event that the Company pre-screens, refuses, or removes any Content, you acknowledge that the Company will do so for the Company’s benefit, not yours. Without limiting the foregoing, the Company shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
Unless expressly agreed to by the Company in writing elsewhere, the Company has no obligation to store any of Your Content that you Make Available on the Company Properties. The Company has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit, or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving the use of the Company Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that the Company retains the right to create reasonable limits on the Company’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described in the web pages accompanying the Services and as otherwise determined by the Company in its sole discretion.
Except with respect to Your Content and User Content, you agree that the Company and its suppliers own all rights, title and interest in the Company Properties (including but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, and documentation). You will not remove, alter or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Company Properties.
ZAGENO and other related graphics, logos, service marks, and trade names used on or in connection with the Company Properties are the trademarks of the Company and may not be used without Company’s prior written consent in connection with any third-party products or services. Other trademarks, service marks, and trade names that may appear on or in the Company Properties are the property of their respective owners.
Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in the Company Properties.
The Company does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in the Company Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform, and display Your Content (in whole or in part) worldwide and to incorporate it in other works in any form, media, or technology now known or later developed, for the full term of any worldwide intellectual property rights that may exist in Your Content.
Subject to any applicable account settings that you select, you grant the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing the Company Properties to you and to our other Users. Please remember that other Users may search for, see, use, modify, and reproduce any of Your Content that you submit to any “public†area of the Company Properties. You warrant that the holder of any worldwide intellectual property rights, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not the Company, are responsible for all of Your Content that you Make Available on or in the Company Properties.
Notwithstanding anything contained herein to the contrary, by submitting Your Content to any forums, comments or any other area on the Company Properties, you hereby expressly permit the Company to identify you by your username (which may be a pseudonym) as the contributor of Your Content in any publication in any form, media, or technology now known or later developed in connection with Your Content.
Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of the Company.
Any Content posted by you in your profile may not contain nudity, violence, sexually explicit, or offensive subject matter. You may not post or submit for print services a photograph of another person without that person’s permission.
You agree that the submission of any ideas, suggestions, documents, and/or proposals to the Company through its suggestions, feedback, wiki, forum, or similar pages (“Feedbackâ€) is at your own risk and that the Company has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all the rights necessary to submit the Feedback. You hereby grant to the Company a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Company Properties.
The Services host User Content that is related to reviews of certain Users. Such reviews are opinions and are not the opinion of the Company, have not been verified by Company, and each User should undertake his or her own research to be satisfied concerning any specific User. You agree that the Company is not liable for any User Generated Content.
While using or accessing the Company Properties you agree that you will not, under any circumstances:
The Services may not be used to solicit for any other business, website or services. You may not solicit, advertise, or contact in any form Users for employment, contracting, or any other purpose not related to the Services facilitated through the Company Properties. You may not use the Services to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of Company.
The Company may, but is not obligated to, monitor or review the Company Properties and Content at any time. Without limiting the foregoing or the rights that Company has under Section 8.2, the Company shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Terms or any applicable law. Although the Company does not generally monitor User activity occurring in connection with the Company Properties or Content, if the Company becomes aware of any possible violations by you of any provision of the Terms, the Company reserves the right to investigate such violations, and the Company may, at its sole discretion, immediately terminate your license to use the Company Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
You are solely responsible for your interactions with other Users of the Company Properties and any other parties with whom you interact through the Company Properties; provided, however, that the Company reserves the right, but has no obligation, to intercede in such disputes.
The Company Properties may contain User Content provided by other Users. The Company is not responsible for and does not control User Content. The Company has no obligation to review or monitor, and does not approve, endorse, or make any representations or warranties with respect to User Content. You use all User Content and interact with other Users at your own risk.
The Company Properties may contain links to third-party websites (“Third-Party Websitesâ€) and applications (“Third Party Applicationsâ€) and advertisements (“Third Party Adsâ€) for third parties (collectively, “Third-Party Websites & Adsâ€). When you click on a link to a Third-Party Website, Third Party Application, or Third Party Ad, we will not warn you that you have left the Company Properties and are subject to the terms and conditions (including the privacy policies) of another website or destination. Such Third-Party Websites, Third Party Applications, or Third Party Ads are not under the control of the Company. The Company is not responsible for any Third-Party Websites, Third Party Applications or and Third Party Ads. The Company provides these Third-Party Websites, Third Party Applications, and Third Party Ads only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Websites, Third Party Applications, and Third Party Ads, or their products or services. You use all links in Third-Party Websites, Third Party Applications, and Third Party Ads at your own risk. When you leave our Website, our Terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Websites or Third Party Applications, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from which you received the Application license, e.g., the Apple iPhone or Android app stores (“App Storeâ€). You acknowledge that the Terms are between you and the Company and not with the App Store. The Company, not the App Store, is solely responsible for the Company Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement relating to the Company Properties but not the Products). In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Company Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using the Company Properties, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms and will have the right to enforce them.
You agree to indemnify and hold the Company, its parents, subsidiaries, affiliates, officers, employees, agents, partners, and licensors (collectively, the “Company Partiesâ€) harmless from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of:
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE COMPANY PROPERTIES IS AT YOUR SOLE RISK, AND THE COMPANY PROPERTIES ARE PROVIDED ON AN “AS IS†AND “AS AVAILABLE†BASIS, WITH ALL FAULTS. COMPANY PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
YOU ACKNOWLEDGE THAT ZAGENO IS NOT THE MANUFACTURER, SUPPLIER, OR SELLER OF THE PRODUCT NOR AN AGENT OF THE MANUFACTURER, SUPPLIER, OR SELLER OF ANY PRODUCT, EXCEPT AS SPECIFICALLY NOTED ON THE MARKETPLACE. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE COMPANY PARTIES LIABLE, FOR ANY PRODUCTS PURCHASED THROUGH THE COMPANY PROPERTIES OR FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL COMPANY PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE COMPANY PROPERTIES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE COMPANY PROPERTIES, ON ANY THEORY OF LIABILITY, OR RESULTING FROM:
UNDER NO CIRCUMSTANCES WILL THE COMPANY PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY THE COMPANY AS A RESULT OF YOUR USE OF THE COMPANY PROPERTIES. IF YOU HAVE NOT PAID THE COMPANY ANY AMOUNTS THE COMPANY’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS ($50).
CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
THE COMPANY PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.
It is the Company’s policy to terminate membership privileges of any User who repeatedly infringes copyright rights upon prompt notification to the Company by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Company Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
Company may terminate or suspend your right to use the Company Properties at any time for any or no reason by providing you with written or email notice of such termination, and termination will be effective immediately upon delivery of such notice. We may cancel unconfirmed Accounts or Accounts that have been inactive for a long time, or modify or discontinue our Services. Without limitation, the Company may terminate or suspend your right to use the Company Properties if you breach any provision of the Terms or any policy of the Company posted through the Company Properties from time to time; if the Company otherwise finds that you have engaged in inappropriate and/or offensive behavior; if Company believes you are creating problems or possible legal liabilities; if the Company believes such action will improve the security of our community or reduce another User’s exposure to financial liabilities; if the Company believes you are infringing the rights of third parties; if the Company believes you are acting inconsistently with the spirit of these Terms; if despite our reasonable endeavors, the Company is unable to verify or authenticate any information you provide. In addition to terminating or suspending your Account, Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. Even after your right to use the Services is terminated or suspended, these Terms will remain enforceable against you.
If the Company becomes aware of any possible violations by you of the Terms, the Company reserves the right to investigate such violations. If, as a result of the investigation, the Company believes that criminal activity has occurred, the Company reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. The Company is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Company Properties, including Your Content, in the Company’s possession in connection with your use of the Company Properties, to
In the event that the Company determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for the Company Properties, the Company reserves the right to:
If your registration(s) with or ability to access the Company Properties, or any other Company community is discontinued by the Company due to your violation of any portion of the Terms or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access the Company Properties or any Company community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Company Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, the Company reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
Company Properties can be accessed from countries around the world and may contain references to Services, Products, and Content that are not available in your country. These references do not imply that Company intends to announce such Services, Products, or Content in your country. Company Properties are controlled and offered by Company from its facilities in the United States of America. Company makes no representations that Company Properties are appropriate or available for use in other locations. Those who access or use Company Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
The communications between you and the Company use electronic means, whether you visit the Company Properties or send the Company emails, or whether the Company posts notices on the Company Properties or communicates with you via email. For contractual purposes, you
You hereby release the Company Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of the Company Properties, including but not limited to, any interactions with or conduct of other Users or third-party websites of any kind arising in connection with or as a result of the Terms or your use of the Company Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.â€
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without the Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
The Company shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. UK: if a Force Majeure event occurs that affects the Company’s performance of its obligations under these Terms:
If you have any questions, complaints or claims with respect to the Company Properties, please contact us at: contact@zageno.com. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, THE COMPANY PROPERTIES, OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
The Terms and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Massachusetts, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.
It is the express wish of the parties that the Terms and all related documents have been drawn up in English.
Where the Company requires that you provide an email address, you are responsible for providing the Company with your most current email address. In the event that the last email address you provided to the Company is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, the Company’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to the Company at the following address: ZAGENO, Inc., WeWork, 625 Massachusetts Ave. 2nd Floor, Cambridge, MA 02139, Attention: Legal Counsel. Such notice shall be deemed given when received by the Company by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
You may not use, export, import, or transfer the Company Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Company Properties, and any other applicable laws. In particular, but without limitation, the Company Properties may not be exported or re-exported
The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
If any provision of the Terms is, for any reason, held to be invalid or unenforceable, the other provisions of the Terms will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
The following provisions shall apply only if you are located in the countries listed below.
A third party who is not a party to the Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of the Terms, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
Notwithstanding anything to the contrary in Section 19, Company is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).