Terms of Service
Ziptr Terms of Service
These Terms of Service govern your use of the Ziptr software ("Licensed Software") you download from, or access on, Ziptr's website (the "Site"), and your use of the Site and the storage and file and message sharing services provided by Ziptr (together with the Licensed Software and the Site, the "Services"). Your access to and use of the Software, the Site and any of the Services are expressly conditioned on your compliance with these Terms of Service. By accessing or using the Software, Site, or any of the Services you agree to be bound by these Terms of Service.
YOU UNDERSTAND THAT BY CLICKING THE "I AGREE" BUTTON, OR BY USING THE SOFTWARE, SITE, OR ANY OF THE SERVICES YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SOFTWARE, SITE, AND/OR SERVICES. If you agree to Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business. In that event, "you" and "your" will refer and apply to that business. WE ALSO RESERVE THE RIGHT TO CHANGE THESE TERMS OF SERVICE AND IN SUCH CASE WE WILL GIVE YOU ADVANCE NOTICE OF SUCH CHANGE (E.G., BY POSTING SUCH NOTICE ON THE SITE OR PROVIDING SUCH NOTICE VIA THE EMAIL ADDRESS YOU SUBMITTED TO US WHEN YOU REGISTERED FOR THE SERVICES). BY CONTINUING TO USE THE SERVICES AFTER THOSE CHANGES BECOME EFFECTIVE, YOU AGREE TO BE BOUND BY THE REVISED TERMS OF SERVICE.
Limited License
Ziptr hereby grants to you a non-exclusive, nontransferable, revocable license, without the right to sublicense, to download, copy and use the Licensed Software and related documentation solely in connection with the use of the Service for either (i) your own internal personal purposes if you have registered for a personal account or (ii) your business purposes if you have registered for a business account. Ziptr also grants you a non-exclusive, nontransferable, revocable license, without the right to sublicense, to use the Site and Services subject to the restrictions set forth in these Terms of Service. Ziptr and its licensors shall retain all rights, title and interest in the Licensed Software, Site and Services and related documentation, and of all copyright, trade secret, patent, trademark and other intellectual property rights therein. Except as expressly permitted herein, you may not reproduce, modify, enhance or prepare derivative works of, sell, transfer or otherwise distribute, publicly display, publicly perform or otherwise use the Site or Services.
User Content Ownership
You retain all ownership rights in the content of the files that you upload and the messages that you transmit through the Site and Services (collectively, “User Content”), and you are solely responsible for the content of your User Content. You acknowledge that Ziptr does not monitor any User Content that is uploaded or otherwise transmitted using the Site or Services; provided, however, that Ziptr may at its discretion scan files for viruses, worms, Trojan horses and/or harmful code. Ziptr allows you to share files with specific individuals selected by you. If you decide to share such files, you hereby grant such individuals the right to access, use and copy such files.
Your Responsibilities
You will be required to download the Licensed Software onto your computer and select the files you wish to upload through the Service. You represent and warrant that you own or have the necessary rights and licenses to upload your files and to grant selected individuals the rights to such files specified above. Your access to and use of the Licensed Software, Site and Services and is at your own risk. Ziptr will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Software, Site and Services. You are solely responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the Site and/or Services. You are also responsible for scanning files for viruses, worms, Trojan horses and/or harmful code.
Consent to Access Your Files
Your User Content that are used in the Services shall be encrypted both on your computer (unless you open or export the applicable files) and in the storage locations utilized by the Services. Ziptr retains the encryption keys, but will only use such keys to (a) generate a new password for you if you request us to do so, and (b) to access encrypted User Content in response to a subpoena or other legal requirement. In the event Ziptr has the legal right to disclose the subpoena or other legal requirement to you, Ziptr will provide you with reasonable notice prior to using the encryption keys to access your User Content. By sending your User Content to other registered users you are authorizing such other users to make use of the encryption keys to access the User Content.
Payment and Billing Terms and Conditions
If you register for the free version of the Services, you will be able to communicate and store up to 2 GB online at no cost. You may also choose to subscribe to our Ziptr Biz or Ziptr Biz+ Services to increase your account storage space beyond 2 GB and access additional product features. If you currently have registered for our free Services, by signing up for Ziptr Biz or Ziptr Biz+ your account will be converted to the Ziptr Biz or Ziptr Biz+ account that you have subscribed for and you will receive access to the additional features and storage space provided to users of those Services.
If you register for the Ziptr Biz or Ziptr Biz+ Services , Ziptr will send you an invoice via the Service. If you select a monthly or annual subscription, you may pay the invoice by credit card or electronic funds transfer (“EFT”), or, in the case of annual subscriptions, you may also pay by check. In each case the payment terms for your subscription will be provided in the invoice that you receive from Ziptr.
Subscription fees are due in advance on a monthly or annual basis, depending on the type of subscription you select. If any fee is not paid in a timely manner, or if Ziptr or its third party payment processors are unable to process your transaction using the credit card information provided, Ziptr reserves the right to suspend your account and your access to the Services and any files you have stored in your personal file vault on the Site. If you do not bring your Ziptr balance current within five (5) days after Ziptr notifies you that your account is past due, Ziptr reserves the right to delete some or all of the files in your personal file vault on the Site so as to reduce your storage space to below 2 GB, and to convert your account to an account for Ziptr’s free Services.
Subscription fees will be billed to you from the date you register for new Services or convert your account for our free Services to a Ziptr Biz or Ziptr Biz+ account and on each monthly or yearly renewal thereafter, depending on the type of subscription you select, unless and until you cancel your subscription. You may send an email to ar@ziptr.com to inquire about your subscription period and next subscription renewal. If you have a paid subscription and choose to pay by credit card, Ziptr will (or will instruct its third party payment processor to) automatically bill your credit card each month or year on the renewal date at the beginning of the your next subscription period. In the event your subscription period began on a day not contained in a given month or year, your credit card will be automatically billed on the last day of such month or year. For example, if your subscription period began on January 31st, your credit card would be billed on February 28th or 29th. The amount billed each month or year may vary for reasons that include, differing amounts due to promotional offers, changes in your account and the type of Services for which you have subscribed, changes in the amount of applicable sales tax, or for other reasons, and you authorize Ziptr to charge your credit card automatically for such varying amounts. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods.
If you elect to upgrade your subscription for the Ziptr Biz Services to a Ziptr Biz+ subscription, the commencement date for your next renewal period will be reset and you will be billed for the first month or year of the upgraded level of service on a prorated basis. For example, if you were to subscribe for monthly billed Ziptr Biz Services starting on September 10th, your next payment would be due on October 10th. If you then were to upgrade your Ziptr Biz Services subscription to a Ziptr Biz+ subscription on Novermber 20th, you would pay the new amount associated with the upgraded account, less an amount equal to 10 days at your previous rate for your Ziptr Biz subscription. Your next payment would then be due on December 20th at the full monthly rate for a Ziptr Biz+ Services subscription.
Ziptr reserves the right to change our subscription fees and other charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes via the Services. If you need to change your credit card information or other billing information associated with your account, please send a message to ar@ziptr.com requesting assistance. DO NOT SEND YOUR CREDIT CARD OR BANKING INFORMATION VIA EMAIL UNDER ANY CIRCUMSTANCES. If your credit card expires or becomes invalid for any reason, or if your payment by check is returned for insufficient funds or is otherwise invalid, you agree that you will remain responsible for all subscription fees and other amounts associated with your account. By using the Services you acknowledge that it is your responsibility to keep your contact information and payment information current and updated.
Cancelling Your Account
Ziptr will continue to bill you in accordance with your chosen subscription plan and payment and billing information and preferences provided through your account unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews each month or year in order to avoid being billed for the next month's or year's fees.
All subscription fees are prepaid and are non-refundable. ZIPTR DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OR YEARS. You may downgrade your subscription to our free Services or cancel your subscription in its entirety at any time, and cancellation will be effective immediately. If you wish to downgrade your subscription or to cancel your subscription you may do so by contacting ar@ziptr.com. Should you elect to downgrade or cancel your subscription, please note that you will not be issued a refund for any previously charged fees.
By registering for the Ziptr Biz or Ziptr Biz+ Services and providing Ziptr with your payment and billing information, you agree to the payment and billing terms and conditions set forth in these Terms of Service.
Privacy
See Ziptr's Privacy Policy at www.ziptr.com for information and notices concerning Ziptr's collection and use of your information.
Passwords
You are responsible for taking all steps to ensure that you have a strong password for your account, including selecting a unique password that you do not use (and have not used) for any other account, site or service. You are responsible for safeguarding the password that you use to access the Site and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify Ziptr of any unauthorized use of your password.
Standards of User Conduct
You may not use the Site or Services to:
(i) introduce viruses, worms, Trojan horses and/or harmful code;
(ii) distribute any materials that infringe or violate in any way any copyright, patent, trademark, service mark, trade name, trade secret or other intellectual property right of any third party;
(iii) intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site or Services or in connection with your use of the Site or Services, in any manner;
(iv) access, tamper with, or use non-public areas of Ziptr's computer systems;
(v) attempt to access or search the Site or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by Ziptr or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools;
(vi) transmit via or through the Site or Service any information, data, text, images, files, links, software, chat, communication or other materials ("Content") that is or which Ziptr considers in its sole discretion to be unlawful, fraudulent harmful, threatening, abusive, harassing, defamatory, vulgar, offensive, obscene, pornographic, hateful or threatening to any group defined by race, religion, gender, national origin or sexual orientation, or otherwise objectionable, including without limitation blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, excessively violent, harassing or otherwise objectionable Content; or
(vii) violate the privacy or violate any personal or proprietary right (including intellectual property rights) of any person or entity.
These are some, though not all, of the activities that may result in your loss of access to the Site or our Services
Notice and Take Down Procedures; Copyright Agent
If you believe any materials accessible on or from this Site infringe your copyright, you may request removal of those materials (or access thereto) from this Site by contacting Ziptr's copyright agent (identified below) and providing the following information:
(i) Identification of the copyrighted work that you believe to be infringed. Please describe the work, and where possible include a copy or the location (e.g., URL) of an authorized version of the work.
(ii) Identification of the material that you believe to be infringing and its location. Please describe the material, and provide us with any other pertinent information that will allow us to locate the material.
(iii) Your name, address, telephone number and (if available) e-mail address.
(iv) A statement that you have a good faith belief that the complained of use of the materials is not authorized by the copyright owner, its agent, or the law.
(v) A statement that the information that you have supplied is accurate, and indicating that "under penalty of perjury," you are the copyright owner or are authorized to act on the copyright owner's behalf.
(iv) A signature or the electronic equivalent from the copyright holder or authorized representative.
Ziptr's agent for copyright issues relating to this web site is as follows:
Michael Michel
VP Operations Ziptr, Inc.
128 Wheeler Road
Burlington, MA 01803
In an effort to protect the rights of copyright owners, Ziptr maintains a policy for the termination, in appropriate circumstances, of users of the Services who are repeat infringers.
Termination
If you violate these Terms of Service, your right to use the Licensed Software, Site and Services will automatically terminate. Ziptr reserves the right to revoke your access to and use of the Licensed Software, Site and Services at any time, with or without cause, and with or without notice. Ziptr also reserves the right to cease providing or to change the Licensed Software, Site and Services at any time and without notice. If you have a subscription for our free Service and you do not log in to your account for a continuous period of 180 days, Ziptr reserves the right to terminate your account. Ziptr will not terminate your accounts for paid Services (i.e., Ziptr Biz and Ziptr Biz+ accounts) due to inactivity as long as you continue to pay the applicable monthly or annual fee.
Warranty Disclaimer
THE LICENSED SOFTWARE, SITE AND SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ZIPTR EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE LICENSED SOFTWARE, SITE AND SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS (INCLUDING LOSS OR CORRUPTION CAUSED BY VIRUSES, WORMS, TROJAN HORSES AND/OR HARMFUL CODE), PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA OR YOUR FILES TO UNINTENDED THIRD PARTIES.
ZIPTR MAKES NO WARRANTY THAT THE LICENSED SOFTWARE, SITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ZIPTR MAKES NO WARRANTY REGARDING THE QUALITY OF ANY LICENSED SOFTWARE, SITE AND SERVICES.
Indemnity
You agree to defend, indemnify, and hold Ziptr, its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys' fees and costs, arising out of or in any way connected with: (i) your access to or use of the Licensed Software, Site and Services; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that your files, or your use of files, caused damage to a third party, including without limitation claims that your files, or use of files, infringe the rights of another.
Limitation of Liability
IN NO EVENT WILL ZIPTR BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE LICENSED SOFTWARE, SITE OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE LICENSED SOFTWARE, SITE OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ZIPTR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT ZIPTR IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, ZIPTR WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.
Miscellaneous
These Terms of Service are governed and interpreted pursuant to the laws of the Commonwealth of Massachusetts, United States of America, notwithstanding any principles of conflicts of law.
If any part of these terms is unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of the remaining provisions. Ziptr may, at its sole discretion and with prior notice as described above, revise these terms at any time by updating this posting.
These Terms of Service, together with the Privacy Policy, constitute the entire agreement between the parties relating to the subject matter herein and shall not be modified except by a new posting by Ziptr, as described above.
Last revised on December 19, 2012
