Effective August 10, 2016
1. Accepting the Terms
These Terms of Service (“Terms”) are a legally binding agreement between Zerply, Inc. (“Zerply”) and you. By using or accessing Zerply’ online platform, websites, and/or related services allowing users to create, collate and display multiple online public portfolios into one professional public profile (“Services”) you agree to be bound by these Terms. You further agree that you have read, understand, and accept these Terms by your use and continued use of the Services. If you do agree to these Terms, then you should not access or use the Services.
2. Right to Use The Services
Subject to your compliance with these Terms, Zerply grants to you a non-exclusive, personal, worldwide, non-transferable and revocable limited license to access and use the Services solely for your own non-commercial purposes apart from within the Services by accessing the Services through a web browser or mobile device. You explicitly agree that you will not use the Services for any other purpose other than as provided for by these Terms. You agree not to copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract source code of the Services or to allow or assist anyone else to do so.
Zerply expressly reserves the right to deny anyone access to the Services at any time for any reason with or without notice. You agree that Zerply may cease providing the Services or change the content of the Services at any time for any reason with or without notice to you without liability.
You may not use the Services if you are barred from using the Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Services. You agree that your use of the Services will comply with all applicable laws, regulations and ordinances including, but not limited to, the export laws of the United States relating to software and data.
You represent and warrant that you are either eighteen (18) years old, or, if you are are between the ages of thirteen (13) and eighteen (18), you represent that your legal guardian has reviewed and agrees to these Terms, agree that you will not provide or submit any personal information and that your legal guardian will create and maintain any account for the Service on your behalf.
3. Account With Zerply
You may be required to register and establish an account in order to use the Services. You agree to provide accurate and complete registration information, and you will be responsible for keeping all account information confidential. You acknowledge and agree that Zerply may, at its sole discretion and at any time for any reason with or without notice to you, reserve, change or disallow the use of certain usernames.
Your account is unique to you, and you may neither transfer (or otherwise make available) your account to others, nor use anyone else's account at any time. If you distribute your account or related information, Zerply reserves all rights to terminate your account immediately.
You are responsible for maintaining the confidentiality of your account information (including usernames, and passwords). Zerply is not liable for any loss that you may incur as a result of someone else using your account, whether or not that activity is authorized by you.
You are liable for any losses or damages incurred by Zerply or any third party as a result of someone else using your account. In the event of theft, unauthorized use, or any other breach of security on your account, you must notify Zerply immediately.
You are responsible for any and all activities that occur under or in connection with your account created in order for you to use the Services.
Zerply does not currently charge users to access or use the Services or create an account. Zerply may charge fees for users to access or use the Services and to create an account in the future. Zerply expressly reserves the right to charge fees in the future at any time, and will notify you of any future fees that Zerply decides to begin charging you.
5. Zerply’s Intellectual Property
All materials that are part of the Services including, but not limited to, designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement, (“Zerply Content”) are protected by law from unauthorized use. You agree that no Zerply Content will be modified, copied, distributed, framed, reproduced, republished, downloaded, scraped, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, or otherwise exploited without Zerply’s express prior written permission, except that the foregoing does not apply to User Content. All other uses of Zerply Content, including any derivative use, require express prior written permission from Zerply. Any reproduction or redistribution of materials not in accordance with these Terms is expressly prohibited, and may result in severe civil and criminal penalties.
Zerply remains the owners of all right, title, and interest, including copyrights and other intellectual property rights, in and to Zerply Content. You acknowledge that you do not acquire any ownership rights by using the Services, by accessing Zerply Content posted in connection with the Services, or any derivative works thereof.
6. User Content
Any data, text, graphics, photographs, music and their selection and arrangement, (“User Content”) uploaded to the Services by you or third party users are subject, whether in whole or in part, to unlimited commercial, non-commercial and/or promotional use solely in connection with providing the Services by Zerply. YOU ALSO AGREE THAT YOU OWN THE USER CONTENT, AND THAT YOU WILL ONLY POST USER CONTENT TO WHICH YOU OWN THE RIGHTS TO DO SO. You are not allowed to upload or post User Content that you do not own. Zerply may or may not regulate User Content, and does not guarantee the accuracy, quality, or integrity of any User Content posted via the Services. By using the Services, you agree that Zerply will not under any circumstances be liable for any User Content, including, but not limited to, errors in any User Content, or any loss or damage incurred by use of the User Content. Zerply reserves the right to remove and permanently delete any User Content from the Services with or without notice.
7. Rules of Conduct/Usage
The Services may provide communication channels such as forums, communities, or chat areas (“Communication Channels”) designed to enable you to communicate with other users of the Services. Zerply has no obligation to monitor these Communication Channels, but may do so and reserves the right to review materials posted to the Communication Channels and to remove any materials, at any time, with or without notice for any reason, at its sole discretion. Zerply may also terminate or suspend your access to any Communication Channels at any time, without notice, for any reason. You acknowledge that chats, postings, or materials posted by users on the Communication Channels are neither endorsed nor controlled by Zerply, and these communications should not be considered reviewed or approved by Zerply. Zerply will not under any circumstance be liable for any activity within Communication Channels.
You agree that all your communications with the Communication Channels are public, and thus you have no expectation of privacy regarding your use of the Communication Channels. Zerply is not responsible for information that you choose to share on the Communication Channels, or for the actions of other users.
You agree that your use of the Services shall be lawful and that you will comply with the usage rules. In furtherance of the foregoing, and as an example and not as a limitation, you agree not to use the Services in order to:
8. Privacy and Protection of Personal Information
9. Rights to Terminate Services
Zerply reserves the right to cancel, suspend or terminate your account(s) and/or use of the Services at any time for any reason, and we also reserve the right to terminate your account(s) and/or use of the Services in our sole discretion for what we determine to be your breach or violation of these Terms. If your account(s) and/or use of the Services is cancelled, suspended or terminated, you will not be entitled to a refund nor reimbursement for any loss includin. Zerply reserves all rights to issue warnings to you of your violation of the Terms, and/or immediately terminate or suspend your account(s) if you violate these Terms. You agree that Zerply need not provide you notice before terminating or suspending your account(s) and/or use of the Services even though Zerply may still do so.
You may terminate your right to access and use the Services or your account at any time by notifying Zerply of your request to do so. Termination by Zerply or you may result in the immediate deletion of any or all of your User Content and information related to you. Zerply will not have any liability whatsoever to you for any suspension or termination, including for deletion of your User Content. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property, warranty disclaimers, indemnity and limitations of liability.
10. Disclaimer of Warranty
YOU AGREE THAT YOUR USE OF THE SERVICES SHALL BE AT YOUR SOLE RISK, AND THAT ZERPLY PROVIDES THE SERVICES ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, ZERPLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, ACCURACY, AUTHORITY, COMPLETENESS, USEFULNESS, AND TIMELINESS. ZERPLY HEREBY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED. Zerply makes no warranties or representations about the accuracy or completeness of the content of the Services; Zerply assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (iii) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (iv) any interruption or cessation of transmission to or from the Services, (v) any bugs, viruses, Trojan horses, or the like which may be transmitted to or through the Services by any third party, and/or (vi) any errors or omissions in any content or for any loss or damage of any kind incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available via the Services.
11. Limitation of Liability
ZERPLY DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES AT ALL TIMES OR ALL LOCATIONS, OR THAT ZERPLY WILL HAVE ADEQUATE CAPACITY FOR THE SERVICES IN ANY SPECIFIC GEOGRAPHIC AREA. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES MAY BE INACCESSIBLE OR INOPERABLE FOR ANY REASON WITHOUT LIABILITY TO YOU. YOU ACKNOWLEDGE THE IMPERMANENACE OF DIGITAL WORKS, AND AGREE ZERPLY HAS NO OBLIGATION TO PROVIDE YOU WITH UNLIMITED ACCESS TO THE SERVICES OR ZERPLY CONTENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU ACKNOWLEDGE AND AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ZERPLY IS TO STOP USING THE SERVICES, AND TO CANCEL YOUR ACCOUNT. YOU ACKNOWLEDGE AND AGREE THAT ZERPLY IS NOT LIABLE FOR ANY ACT OR FAILURE TO ACT REGARDING CONDUCT, COMMUNICATION OR CONTENT ON THE SERVICES TO THE FULLEST EXTENT PERMITTED BY LAW. THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICES UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION.
IN NO EVENT WILL ZERPLY BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OF CONTRACT OR IN TORT, EVEN IF THEY HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU FURTHER AGREE THAT ZERPLY IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ZERPLY LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER USERS OF THE SERVICES, AND THAT THE RISK OF THE SERVICES AND THE THIRD PARTY WEBSITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU, INCLUDING DAMAGE OR LOSS OF ANY KIND.
UNDER NO CIRCUMSTANCES WILL ZERPLY BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID ZERPLY IN THE THIRTY (30) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY CLAIM.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
13. Indemnification by You
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD ZERPLY HARMLESS FROM AND AGAINST ANY CLAIM, LIABILITY, LOSS, INJURY, DAMAGE, COST, OR EXPENSE, INCLUDING ATTORNEYS’ FEES AND COSTS, INCURRED BY ZERPLY, ARISING OUT OF OR RESULTING FROM YOUR ACCESS OR USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, YOUR BREACH OR ALLEGED BREACH OF ANY TERM, CONDITION, OBLIGATION, REPRESENTATION OR WARRANTY CONTAINED IN THESE TERMS; ANY USER CONTENT POSTED, TRANSMITTED OR PROVIDED BY YOU OR ON YOUR BEHALF; YOUR VIOLATION OF ANY THIRD PARTY’S INTELLECTUAL PROPERTY OR OTHER LEGAL RIGHTS; AND THE ILLEGAL OR IMPROPER USE OF YOUR USER ACCOUNT.
14. Limitations Period for Claims
15. Injunctive Relief
You acknowledge and agree that the rights granted to you and your obligations to Zerply under these Terms are unique and irreplaceable in nature, and the loss of which will irreparably harm Zerply and cannot be compensated by monetary damages alone. You agree that Zerply shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit your claims to monetary damages only.
16. Governing Law and Jurisdiction
These Terms and all aspects of the Services shall be governed by the laws of the State of California without reference to conflict of laws principles. You irrevocably consent to the exclusive personal jurisdiction of the federal and state courts located in San Francisco, California, as applicable, for any matter arising out of or relating to these Terms and/or the Services. You agree not to commence any action against Zerply other than in the federal or state courts located in Los Angeles, California, and you hereby consent to, and waive all defenses with respect to, venue and jurisdiction in the federal and state courts located in San Francisco, California. If any action in law or in equity is necessary to enforce these Terms, the prevailing party will be entitled to reasonable fees of attorneys, accountants, and other professionals, and costs and expenses in addition to any other relief to which such prevailing party may be entitled.
17. Complaints and Notices
The Digital Millennium Copyright Act (DMCA) provides copyright owners who believe that their rights under the United States copyright law have been infringed by acts of third parties over the Internet with ways to protect their rights. If you believe that your copyrighted work has been copied without your authorization and is available in the Services in a way that may constitute copyright infringement, you can provide notice of your claim to the designated agent listed below. For your notice to be effective, it must include the following information:
Claims can be sent to Zerply’s Designated Agent at Christofer Karltorp, 2337 25th St., San Francisco, CA 94107; email: email@example.com; telephone: +1 (650) 2658 947.
18. Laws of Other Jurisdictions
Zerply operates and provides the Services from the United States. Zerply makes no representation that the Services are appropriate, legal or available in any location other than the United States. The Services are not intended for publication or distribution by any person or entity in any country or jurisdiction where such publication or distribution would be contrary to law or regulation, or which would subject Zerply to any additional requirements with such country or jurisdiction.
19. Changes to Terms of Service
Zerply reserves the right to amend, modify or revise these Terms at any time in any way with or without notice to you, and you agree to be bound by all amendments, modifications or revisions. Your continued use of the Service after a change or update has been made will constitute your acceptance to the changed Terms. You agree to review these Terms periodically to ensure that you are aware of any modifications. You may not modify these Terms except in writing hand signed by both you and Zerply. For purposes of the Terms, “writing” does not mean an e-mail nor an electronic and/or facsimile signature.
20. Non- Waiver
Zerply’s failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any provision or right. No waiver of any term, provision or condition of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be, or shall constitute, a waiver of any other term, provision or condition hereof, whether or not similar, nor shall such waiver constitute a continuing waiver of any such term, provision or condition hereof. No waiver shall be binding unless executed in writing by the party making the waiver.
21. Severability; No Third Party Beneficiaries
The provisions of these Terms are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not in any way affect the validity or enforceability of the remaining provisions hereof. No provisions of these Terms are intended, nor will be interpreted, to provide or create any third party beneficiary rights or any other rights of any kind in any user, client, customer, affiliate, or any party hereto or any other person unless specifically provided otherwise herein.
22. Entire Agreement
These Terms are the entire agreement between Zerply and you hereto relating to the Services, and the Terms supersede and replace any prior agreements regarding the subject matter contained herein.
You may not assign any of your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Zerply, and Zerply may in its sole discretion terminate your account if any purported assignment by you is made
The Services are operated and provided by Zerply, Inc., 2337 25th St., San Francisco, CA 94107. If you have any questions about these Terms, please contact Zerply at firstname.lastname@example.org.