CUSTOMER TERMS AND CONDITIONS
Last updated: May 8, 2017
Your access and use of the Services constitutes your agreement to be bound by the Terms, which establishes a contractual relationship between you and Zippity. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you, and supersede content or information you read or have access to at other places, such as our website, emails, or applications. Zippity may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason or no reason.
Supplemental terms may apply and will be disclosed to you. Supplemental terms include, but are not limited to, policies for a particular event, activity or promotion. Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.
Zippity may amend or supplement the Terms from time to time. Amendments will be effective upon Zippity's posting of such updated Terms at this location or the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting constitutes your consent to be bound by the Terms, as so amended or supplemented.
By accessing and using the Services, you represent and warrant that: (i) you are at least 18 years old, are at least of the legally required age in the jurisdiction in which you reside, and are otherwise capable of entering into binding contracts; and (ii) you have the right, authority and capacity to enter into this Agreement and to abide by the Terms, and that you will so abide. Where you enter into this Agreement as a person as provided in this Agreement on behalf of a company or other organization, you represent and warrant that you have authority to act on behalf of that entity and to bind that entity to this Agreement. The Services are not available to anyone under 18 years of age, or to any individual whose account has been terminated. Your account may not be used for auto inspection, diagnosis, maintenance, repair, towing work, and/or other vehicle service-related work to be performed for another person.
The Services constitute a technology platform (referred hereinafter as the “Zippity Platform”) that enables users of Zippity's websites or mobile applications provided as part of the Services, or users of Zippity generally, to arrange, schedule, and perform a vehicle inspection, diagnosis, maintenance, and/or repair service.
Employer Partners . Zippity works with corporations (referred hereinafter as “employer partners”) to obtain access to their employee information, which may include employee names and email addresses, in order to market its services. Additionally, employer partners provide a location on which Zippity may provide vehicle inspection, diagnosis, maintenance, and/or repair. While your employer, one of our employer partners, has provided us space to service your vehicle, your employer does not provide vehicle inspection, diagnosis, maintenance, and/or repair. YOU ACKNOWLEDGE THAT YOUR EMPLOYER (OUR EMPLOYER PARTNER) DOES NOT PROVIDE VEHICLE INSPECTION, DIAGNOSIS, MAINTENANCE, OR REPAIR SERVICES OR FUNCTION AS A VEHICLE SERVICE PROVIDER. Consequently, you agree that you will fully indemnify your employer from, and hold your employer harmless against, any and all liability, damage or expense, including any damage that your vehicle may cause, as a result of Services provided by Zippity.
License . Subject to your compliance with these Terms, Zippity grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferrable license to: (i) access and use the Applications or the website in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Services, subject to the Terms of this Agreement. Any rights not expressly granted herein are reserved by Zippity.
Restrictions . You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Services; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by Zippity; (iii) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Services; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (vi) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks.
Ownership . The Services and all rights herein are and shall remain Zippity’s property. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner Zippity's company names, logos, product and service names, trademarks or services marks.
Your Use of the Services
User Accounts . In order to use most aspects of the Services, you must register for and maintain an active user Services account ("Account"). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account. Account registration requires you to submit to Zippity certain personal information, such as your name, email address, address, vehicle information, and/or mobile phone number, and/or at least one valid payment method (e.g., a credit card). You agree to maintain accurate, complete, and up-to-date information in your Account. Your vehicle information may include without limitation the license plate number, VIN (Vehicle Identification Number), make, model, year, engine size, trim, etc. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access and use the Services or Zippity's termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Zippity is not liable for any loss that you may suffer through the use of your password by others. You shall notify Zippity immediately of any unauthorized use of your account or of any other breach of security known to you with respect to Zippity.
Communications between you and Zippity . You expressly consent and agree to accept and receive communications from us, including via e-mail, text message, calls, and push notifications to the cellular telephone number you provided to us. By consenting to being contacted by Zippity, you understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages sent by or on behalf of Zippity, its affiliated companies and/or Third Party Providers, including but not limited to: operational communications concerning your User account or use of the Zippity Platform or Services, updates concerning new and existing features on the Zippity Platform, communications concerning promotions run by us or our Third Party Providers, and news concerning Zippity and car services. You may opt out of receiving text (SMS) messages from Zippity at any time by texting the word STOP from the mobile device receiving the messages. You acknowledge that opting out of receiving text (SMS) messages may impact your use of the Services. You agree to our use of a service provider to mask your telephone number when you call or exchange text (SMS) messages with a Third Party Provider using a telephone number provided by us. During this process, we will receive in real time and store call data, including the date and time of the call or text (SMS) message, the phone numbers, and the content of the text (SMS) messages. You agree to the masking process described above and to our use and disclosure of this call data for its legitimate business purposes. Zippity may send you confirmation and other transactional emails regarding the Services. We may also send you emails about services that we think might interest you ("Promotional Emails"). You can unsubscribe from Promotional Emails at any time by clicking unsubscribe in our email communications or contacting us.
Promotional Codes or Credits . Zippity may, in its sole discretion, create promotional codes or credits that may be redeemed for Account credit, or other features or benefits related to the Services and/or a Third Party Provider's services, subject to any additional terms that Zippity establishes on a per promotional code basis ("Promo Codes"). You agree that Promo Codes and credits: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Zippity; (iii) may be disabled by Zippity at any time for any reason without liability to Zippity; (iv) may only be used pursuant to the specific terms that Zippity establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. Zippity reserves the right to interpret how the Promo Codes or credits will be used, or to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Zippity determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or these Terms. When you request a diagnosis Job and a Third Party Provider is not able to perform a repair Job as a follow-up to the diagnosis Job, Zippity may, in its sole discretion, create a credit in your user account which may be used towards future maintenance or repair work as designated by Zippity.
User Provided Content . Zippity may, in its sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to Zippity through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions ("User Content"). Any User Content provided by you remains your property. However, by providing User Content to Zippity, you grant Zippity a worldwide, perpetual, irrevocable, transferable, unrestricted, non-exclusive, absolute, royalty-free license, with the right to sublicense, to use, copy, modify, transmit, reproduce, exhibit, disclose, display, transform, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and Zippity's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity. Further, Zippity shall be free to use any ideas, concepts, know-how or techniques contained in such User Content for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products and/or services incorporating any User Content. You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant Zippity the license to the User Content as set forth above; and (ii) neither the User Content nor your submission, uploading, publishing or otherwise making available of such User Content nor Zippity's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by Zippity in its sole discretion, whether or not such material may be protected by law. Zippity may, but shall not be obligated to, review, monitor, or remove User Content, at Zippity's sole discretion and at any time and for any reason or no reason, without notice to you.
Network Access and Devices . You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from a wireless-enabled device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services, Zippity website and Applications and any updates thereto. Zippity does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
If you would like to receive the replaced parts from your car upon completion of the Job, please email us at email@example.com , and, if applicable, you will be charged the core price for the replacement part and you will be responsible for proper disposition of such parts in accordance with all applicable laws, regulations and rules.
You agree to treat our employees and Third Party Providers courteously and lawfully, to provide a safe and appropriate working environment for them that is in compliance with all applicable laws and regulations.
Zippity provides a communication platform, which allows you to schedule Services to be completed by Zippity’s employees as well as to connect with Third Party Providers. Zippity is not the employer of any Third Party Providers. You acknowledge that we do not supervise, direct, or control a Third Party Provider’s work or Services performed in any manner. A Third Party Provider provides services to you as an independent contractor, and is not an employee, joint venture, partner, agent, or franchisee of Zippity for any purpose whatsoever.
You understand that use of the Services may result in charges to you for the services or goods you receive from the work of authorized agents or employees of Zippity (“Charges”). Charges may include any applicable federal, state and local taxes. At the time you schedule a Job, Zippity will record your preferred payment method information and validate your payment information. You authorize the payment of Charge(s) according to your preferred payment method information in your account (e.g., credit card payment information), upon completion of the Job, or, if applicable, the payment of cancellation fee if you cancel the Job. While we will use commercially reasonable efforts to ensure the security of all credit card and all other personal information, we expressly disclaim any liability for any damage that may result should any information be released to any third parties, and you agree to indemnify us and hold us harmless for any damages that may result therefrom.
After you have received services or goods obtained through your use of the Service, Zippity will process your payment of the applicable Charges. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Zippity. All Charges are due immediately and payment will be facilitated by Zippity using the preferred payment method designated in your Account, after which Zippity will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Zippity may use a secondary payment method in your Account, if available.
As between you and Zippity, Zippity reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Zippity's sole discretion. You understand that, in the process of performing a Job, Zippity employees may modify inspection, diagnosis, maintenance or repair work needed, or add additional work for your vehicle, and in such situations, you authorize the payment of updated or modified Charge(s) upon completion of the updated or modified Job. If, in the process of performing a Job, Zippity employees determines that your car requires services that are different from the ones you specified in your original Job Request or that the employee is not able to perform such work, you may be charged a separate diagnosis fee of $80.
Zippity may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. You may elect to cancel your request for services or goods at any time prior to the date of service, in which case you may be charged a cancellation fee.
Termination by Zippity . We may terminate this Agreement or terminate or suspend your right to use the Services at any time without reason, or with reason (including, without limitation, in the event that we believe that you have failed to make payment for the Service(s), or if we find that you have engaged in inappropriate and/or offensive behavior, or if you have violated any of the Terms) by providing you with verbal, written or email notice of such termination to the physical or email address you have provided us, and termination will be effective immediately upon such notice. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. When terminating your account, Zippity may delete the account and all the information in it. You have no ownership rights to your account.
Termination by You . You may terminate this Agreement by completely and permanently ceasing to use the Services (provided that there are no outstanding Services ordered under your password or account). If you attempt to terminate this Agreement while there are still outstanding Services ordered under your password or account, this Agreement shall not terminate until such Services have been performed and paid for or otherwise canceled as permitted by Zippity.
Policy for Service Cancellation by You . You may cancel your scheduled Service or Job at any time, subject to the following. If you cancel more than 24 hours before a scheduled Service appointment or Job, there is no cancellation fee. If you cancel within 24 hours of the scheduled start time for the Job or scheduled Service, you will be charged for a $25 cancellation fee.
Inspection or Diagnosis Work
If you schedule a diagnosis Job with one of the Third Party Providers in our network, the mechanic will first seek to diagnose the problem with your car. You understand that in performing an auto repair diagnosis, the mechanic may go through a step-by-step process to rule out or confirm part failures through visual inspection and/or appropriate tests. You understand that, although mechanics utilize their auto repair experience in performing diagnoses in accordance with industry standards, Zippity cannot guarantee that any particular diagnosis performed on your car will identify all of the problems with your car (and/or solutions) during the first inspection. Sometimes, the only way to get to the root cause of a problem is to go through a process of elimination – that is, to replace a part suspected to be defective with a known good part, and then to recheck the car to see whether or not the problem still exists.
After receiving a diagnosis, you may request subsequent repair work recommended based on the diagnosis.
Vetting of Third Party Providers and Employees
Third Party Providers and Zippity employees may be subject to an extensive vetting process before they can register for and during their use of the Zippity Platform, including but not limited to, a comprehensive criminal background check, using third party services as appropriate. Although we may perform background checks of Third Party Providers and employees, we cannot confirm that each Third Party Provider is who they claim to be and therefore, Zippity cannot and does not assume any responsibility for the accuracy or reliability of identity or background check information or any information provided through the Zippity Platform. When interacting with Third Party Providers or employees, 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. ZIPPITY IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER OF THE ZIPPITY PLATFORM, INCLUDING ANY THIRD PARTY PROVIDER, AND YOU HEREBY RELEASE ZIPPITY FROM ANY LIABILITY RELATED THERETO. ZIPPITY WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE ZIPPITY PLATFORM.
THE SERVICE AND PARTS ARE MADE AVAILABLE ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS, WITHOUT ANY WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY. YOU USE THE SERVICES ENTIRELY AT YOUR OWN RISK. ZIPPITY DOES NOT PROVIDE, AND SPECIFICALLY DISCLAIMS, ANY REPRESENTATION OR WARRANTY OF ANY KIND TO YOU OR ANY OTHER PERSON OR ENTITY, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES (I) OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE; (II) OF INFORMATIONAL CONTENT OR ACCURACY; (III) OF NON-INFRINGEMENT; (IV) OF QUIET ENJOYMENT; (V) OF TITLE; (VI) THAT THE SITE WILL OPERATE ERROR FREE, OR IN AN UNINTERRUPTED FASHION; (VII) THAT ANY DEFECTS OR ERRORS IN THE SITE WILL BE CORRECTED; (VIII) THAT ALL PRODUCTS AND SERVICES OFFERED BY ZIPPITY OR OTHER PARTIES WILL BE AVAILABLE IN ALL MARKETS; OR (IX) THAT THE SITE IS COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. ZIPPITY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ZIPPITY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THIRD PARTY PROVIDERS OR ANY SERVICES OR GOODS PROVIDED BY THEM. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Limitations of Liability
YOU AGREE NOT TO HOLD ZIPPITY (OR, ITS STOCKHOLDERS, ITS AFFILIATES, ITS LICENSORS, PARTNERS, MEMBERS, DIRECTORS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS AND CONTENT PROVIDERS (COLLECTIVELY, "MEMBERS")) LIABLE FOR ANY DAMAGES, EXPENSES, LOSSES, SUITS, CLAIMS, AND/OR CONTROVERSIES THAT HAVE ARISEN OR MAY ARISE, WHETHER KNOWN OR UNKNOWN, RELATING TO YOUR USE OF OR INABILITY TO USE THE ZIPPITY PLATFORM, INCLUDING WITHOUT LIMITATION ANY LIABILITIES ARISING IN CONNECTION WITH THE CONDUCT, ACT OR OMISSION OF ANY USER OR THIRD PARTY PROVIDER (INCLUDING WITHOUT LIMITATION STALKING, HARASSMENT, ACTS OF PHYSICAL VIOLENCE, AND LOSS OR DESTRUCTION OF PERSONAL PROPERTY), SERVICES, ANY DISPUTE WITH ANY USER OR THIRD PARTY PROVIDER, ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY ZIPPITY OR MEMBERS, AND ANY DESTRUCTION OF YOUR INFORMATION. UNDER NO CIRCUMSTANCES WILL ZIPPITY OR MEMBERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE ZIPPITY PLATFORM OR ANY SERVICES OR MERCHANDISE, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST EARNINGS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, WHETHER OR NOT ZIPPITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, ZIPPITY AND MEMBERS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER, EVEN IF ZIPPITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZIPPITY SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ZIPPITY'S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT THIRD PARTY PROVIDERS PROVIDING CAR INSPECTION, DIAGNOSIS, MAINTENANCE, REPAIR, AND/OR TOWING SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. WHEN ZIPPITY'S SERVICES ARE USED BY YOU TO REQUEST AND SCHEDULE VEHICLE INSPECTION, DIAGNOSIS, MAINTENANCE, REPAIR, AND/OR TOWING SERVICES WITH THIRD PARTY PROVIDERS, YOU AGREE THAT ZIPPITY HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATING TO VEHICLE INSPECTION, DIAGNOSIS, MAINTENANCE, REPAIR, AND/OR TOWING SERVICES PROVIDED TO YOU BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THESE TERMS. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF, NOTWITHSTANDING THE FOREGOING EXCLUSIONS, IT IS DETERMINED THAT ZIPPITY OR MEMBERS ARE LIABLE FOR DAMAGES, IN NO EVENT WILL THE AGGREGATE AND TOTAL LIABILITY, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY OR CAUSE OF ACTION, EXCEED THE AMOUNT INVOICED FOR SUCH JOB.
TO THE EXTENT THAT THE ZIPPITY PLATFORM CONNECTS YOU TO A THIRD PARTY PROVIDER FOR THE PURPOSES OF PROVIDING SERVICES, ZIPPITY WILL NOT BE RESPONSIBLE FOR ASSESSING THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD PARTY PROVIDERS AND YOU EXPRESSLY WAIVE AND RELEASE ZIPPITY FROM ANY AND ALL LIABILITY, CLAIMS OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO THE THIRD PARTY PROVIDER. ZIPPITY EXPRESSLY DISCLAIMS ANY LIABILITY THAT MAY ARISE BETWEEN YOU AND THIRD PARTY PROVIDER IN YOUR USE OF ZIPPITY PLATFORM. BECAUSE ZIPPITY IS NOT INVOLVED IN THE ACTUAL CONTACT BETWEEN YOU AND THIRD PARTY PROVIDER OR IN THE COMPLETION OF ANY JOB, IN THE EVENT THAT YOU HAVE A DISPUTE WITH THIRD PARTY PROVIDER, YOU RELEASE ZIPPITY AND MEMBERS FROM ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL, DIRECT 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 DISPUTE. THE QUALITY OF THE SERVICES SCHEDULED OR REQUESTED THROUGH THE USE OF THE ZIPPITY PLATFORM IS ENTIRELY THE RESPONSIBILITY OF THIRD PARTY PROVIDER WHO ULTIMATELY PROVIDES SUCH SERVICES TO YOU. YOU UNDERSTAND, THEREFORE, THAT BY USING THE ZIPPITY PLATFORM, YOU MAY BE EXPOSED TO SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT YOU USE THE ZIPPITY PLATFORM, AND THIRD PARTY PROVIDER, AT YOUR OWN RISK. NOTHING IN THIS AGREEMENT OR THE ZIPPITY PLATFORM CONSTITUTES, OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL OR MEDICAL MATTER YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL. BY USING THE ZIPPITY PLATFORM, YOU AGREE THAT THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THIS AGREEMENT ARE REASONABLE. IF YOU DO NOT BELIEVE THEY ARE REASONABLE, YOU MUST NOT USE THE ZIPPITY PLATFORM.
IF YOU ARE A THIRD PARTY PROVIDER, YOU AGREE THAT YOUR SOLE RECOURSE FOR PAYMENT FOR YOUR SERVICES, OR ANY OTHER DAMAGES YOU OR YOUR EMPLOYEES OR CONTRACTORS MAY SUFFER AS A RESULT OF PROVIDING SUCH SERVICES, IS AGAINST THE PERSON REQUESTING SUCH SERVICES, AND NOT AGAINST ZIPPITY, AND YOU HEREBY INDEMNIFY AND HOLD ZIPPITY HARMLESS AGAINST ANY SUCH CLAIMS FOR PAYMENT OR DAMAGES.
Zippity Indemnification . You hereby agree to indemnify, defend, and hold harmless Zippity and Members from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys' fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the Zippity Platform, and/or the Services, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Third Party Provider), and (v) Your Information and content that you submit or transmit through the Zippity Platform. Zippity reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Zippity.
Employer Partner Indemnification . You hereby agree to indemnify, defend, and hold harmless your employer (our employer partner) and Members from and against any and all claims, losses, expenses, liabilities, damages or demands (including attorneys' fees and costs incurred), in connection with or resulting from, directly or indirectly: (i) your use or misuse of or inability to use the Zippity Platform, and/or the Services, (ii) your violation of this Agreement, (iii) your violation of any applicable law or regulation; (iv) your violation of the rights of another (including but not limited to Third Party Provider), and (v) Your Information and content that you submit or transmit through the Zippity Platform. Zippity reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any such claim or matter without the prior written consent of Zippity.
Arbitration . You agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services (collectively, "Disputes") will be settled by binding arbitration between you and Zippity in accordance with the Commercial Arbitration Rules of the American Arbitration Association by a single arbitrator appointed in accordance with such rules. Subject to any valid requirements of any applicable statute, any such arbitration shall be held in Manchester New Hampshire. You acknowledge and agree that you and Zippity are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and Zippity otherwise agree in writing, the arbitrator may not consolidate more than one person's claims (e.g., one individual’s claims, one entity’s claims), and may not otherwise preside over any form of any class or representative proceeding. Each party shall be responsible for its own attorney, expert and other fees, unless such fees are awarded by the arbitrator to the prevailing party. Notwithstanding anything to the contrary in this Section, to the extent you have in any manner violated or threatened to violateZippity’s intellectual property rights, Zippity may seek injunctive or other appropriate relief in any state or federal court in the State of New Hampshire, and you consent to exclusive jurisdiction and venue in such courts. The award rendered by the arbitrator shall be final and binding, and judgment may be entered upon it at any court having jurisdiction. The arbitrator shall have the authority to award temporary, preliminary and permanent injunctive and equitable relief in the arbitration. Any arbitration hereunder will be confidential.
General . You may not assign these Terms without Zippity's prior written approval. Zippity may assign these Terms without your consent to: (i) a subsidiary or affiliate of Zippity; (ii) an acquirer of Zippity's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Zippity or any Third Party Provider as a result of this Agreement or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Zippity's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Zippity in writing.
Governing Law . This Agreement and the relationship between you and Zippity will be governed by the laws of the State of New Hampshire, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state.
Complaints of Copyright Infringement . Zippity respects the intellectual property of others. Zippity will respond to properly submitted notices of alleged copyright infringement that comply with applicable law. In the event that a person or entity has a good faith belief that any materials provided on or in connection with the Services infringe upon that person's or entity's copyright or other intellectual property right (such person or entity, a "Complainant") and sends to Zippity a properly submitted copyright notice as indicated below, Zippity will investigate, and if it determines, in its discretion, that the material is infringing, Zippity will remove the content. All notices claiming an infringement of copyright rights must contain the following: (i) Identification of the intellectual property right that is allegedly infringed. All relevant registration numbers, or a statement concerning the Complainant's ownership of the work, should be included; (ii) A statement specifically identifying the location of the infringing material, with enough detail that Zippity may find it. Please note: it is not sufficient to merely provide a top level URL; (iii) The complete name, address, telephone number and e-mail address of Complainant; (iv) A statement that Complainant has a good faith belief that the use of the allegedly infringing material is not authorized by the owner of the rights, or its agents, or by law; (v) A statement that the information contained in the notification is accurate, and under the penalty of perjury, Complainant is authorized to act on behalf of the owner of the copyright or other property rights that are allegedly infringed; (vi) A physical or electronic signature of a person authorized to act on behalf of the owner of the intellectual property rights that are allegedly being infringed. Zippity's contact information for notice of alleged copyright infringement is via email: firstname.lastname@example.org or via mail: Attn: Legal, Zippity, 13 Drake Lane, West Lebanon, NH 03784.
Notice . Zippity may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, or by written communication sent by first class mail or pre-paid post to your address in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Zippity, with such notice deemed given when received by Zippity, at any time by first class mail to Zippity, LLC, Attn: Legal, 13 Drake Lane, West Lebanon, NH 03784.
Links to Other Websites and Display of Others’ Brand Names or Logos . The Zippity Platform may contain logos and/or brand names of third parties, and/or links (such as hyperlinks) to third-party websites. Such brands, logos, and links do not constitute the endorsement by Zippity of those parties, sites or their content. They are provided as an information service, for reference and convenience only. Zippity does not control any such sites, and is not responsible for their (1) availability or accuracy, or (2) content, advertising, or products or services. The existence of links on the Zippity Platform to such websites (including without limitation external websites that are framed by the Zippity Platform as well as any advertisements displayed in connection therewith) does not mean that Zippity endorses any of the material on such websites, or has any association with their operators. It is your responsibility to evaluate the content and usefulness of the information obtained from other sites. Zippity expressly disclaims any liability arising in connection with your use and/or viewing of any websites, others’ brands or logos, or other material associated with links, logos or brand names that may appear on the Zippity Platform. You hereby agree to hold Zippity harmless from any liability that may result from the use of links that may appear on the Zippity Platform.
Force Majeure . Any delay in the availability of the Service or the performance of any Job will not be considered a breach of this Agreement if such delay is caused by a fire, earthquake, flood, war, terrorist act, governmental act, failure of common carriers (including Internet service providers), act of God, or any other event beyond the control of Zippity or Third Party Provider.
Questions . Please contact us with any questions regarding this Agreement by emailing us at email@example.com.