Terms of Service
Effective Date: January 17th, 2024.
It’s important that you read this entire Terms of Service (“Terms”); but, here are some of the more significant terms that we want to bring to your attention:
- Each time you use this website and/or any corresponding applications (the “Site”), whether you are a guest or a registered user of the Site, these Terms of Service and any Additional Terms (defined below) apply. Any updates to them will apply to you; so you should check back each time you return for any updates.
- You may only use the Content (defined below) on the Site in connection with your permitted activities on the Site and not in an offline environment or in connection with another site. (Sections 1 & 3)
- Many types of disputes that may arise in connection with your access to and use of the Site are subject to mandatory arbitration – which includes your waiver of a right to a jury trial. (Section 10)
- We are providing the Site to you on an “as-is” basis, without any warranty of any kind, and our liability to you in connection with your use of the Site is very limited. Many other limitations and disclaimers relate to your use of the Site. (Sections 11 & 12)
This website (the “Site”), including any content, functionality, products, services, and downloads offered on the Site, is owned and/or operated by ZappyLab, Inc. doing business as protocols.io (collectively, “Company,” “we,” “our”, or “us”). ZappyLab, Inc. is part of the Springer Nature Group registered in the United States under EIN 45-5067981, with its principal address at 1 New York Plaza, Suite 4600, New York, NY 10004.
If You Want to Use This Site,
then carefully read these Terms, as they constitute a written agreement between you and Company and they affect your legal rights and obligations.
You must be thirteen (13) years of age or older to use the Site. You must be eighteen (18) years of age or older to contribute user content to the Site.
Each time you access and/or use the Site (other than to simply read these Terms), you agree to be bound by and comply with all of the terms of these Terms and any Additional Terms (defined below). Therefore, do not use the Site if you do not agree to all of the terms of these Terms and any Additional Terms.
Table of Contents
- Site Content, Ownership, Limited License, and Rights of Others
We grant only you a limited revocable license to use the Site. More
- Feedback You Submit
You grant us a broad license, which we may sublicense, to any feedback or content you submit. More
- User Content
Content ownership, type, confidentiality, moderation and review. More
- Prohibited Uses
Your use is subject to our rules. More
- Opening and Terminating Accounts
You may open, revise and close your accounts. More
Click here to contact us for questions.
- Links by You to the Site
You may link to our Site, subject to basic rules. More
- Linked-To Websites; Advertisements; Dealings with Third Parties
We are not responsible for third parties or their apps or websites. More
Wireless carrier charges may apply. More
- Dispute Resolution
You agree to arbitrate most disputes and waive jury trial and class actions. More
- Disclaimer of Representations and Warranties
We disclaim most warranties and provide the Site “As Is”. More
- Limitations of Liability of Company Parties
Our liability is greatly limited. More
- Waiver of Injunctive or Other Equitable Relief
You waive equitable or injunctive relief. More
- General Provisions
You agree to various other terms and conditions. More
- Digital Millennium Copyright Act
Guidelines for a copyright owners. More
Full Details of Terms of Service
1. Site Content, Ownership, Limited License, and Rights of Others
A. Content.The Site contains a variety of: (i) materials and other items relating to Company and its products and services, and similar items from our licensors and other third parties, including all layout, information, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Site, and the compilation, assembly, and arrangement of the materials of the Site and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, service marks, and trade identities of various parties, including those of Company (collectively, Trademarks); and (iii) other forms of intellectual property (all of the foregoing, collectively Content).
B. Ownership. We claim no intellectual property rights over the material you provide to the Site. Your profile and materials uploaded remain yours. However, by publishing your protocols to be viewed publicly, you agree to allow others to view your Content. By setting your protocols to be viewed publicly, you agree to allow others to view and fork your protocols.
Content generated by our users belongs to the users and is licensed under the Creative Commons Attribution License (CC-BY).
The Site (including past, present, and future versions) and the Content generated by the Company are owned or controlled by Company and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Site is the property of Company or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, patent, or other intellectual property rights and laws to the fullest extent possible. Company owns the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Site.
C. Screening. Content published on protocols.io should be aimed at communicating details and knowledge around experimental and computational research methods. The submissions are expected to contribute to academic literature. Staff at protocols.io reserve the right to remove content which is not scientific.
2. Feedback You Submit
In your communications with Company, please keep in mind that unless we expressly request them, Company does not seek any unsolicited ideas or materials for products or services, or even improvements to products or services, such as ideas, concepts, inventions, or designs for scientific tools or otherwise (collectively, “Unsolicited Ideas and Materials”). Any information and materials you post on or send to us via the Site (regardless of whether we have requested them or not) are deemed Unsolicited Ideas and Materials and licensed to us as set forth below. In addition, Company retains all of the rights held by members of the general public with regard to your Unsolicited Ideas and Materials. Company’s receipt of your Unsolicited Ideas and Materials is not an admission by Company of their novelty, priority, or originality, and it does not impair Company’s right to contest existing or future intellectual property rights relating to your Unsolicited Ideas and Materials.
By providing Unsolicited Ideas and Materials to us or others via the Site you hereby grant to Company the non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, and cost-free right and license to use, copy, record, distribute, reproduce, disclose, sell, re-sell, sublicense (through multiple levels), display, publicly perform, transmit, publish, broadcast, translate, make derivative works of, and otherwise use and exploit in any manner whatsoever, all or any portion of your Unsolicited Ideas and Materials (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. Without limitation, the granted rights include the right to: (a) configure, host, index, cache, archive, store, digitize, compress, optimize, modify, reformat, edit, adapt, publish in searchable format, and remove such Unsolicited Ideas and Materials and combine same with other materials, and (b) use any ideas, concepts, know-how, or techniques contained in any Unsolicited Ideas and Materials for any purposes whatsoever, including developing, producing, and marketing products and/or services. In order to further effect the rights and license that you grant to Company to your Unsolicited Ideas and Materials, you also hereby grant to Company, and agree to grant to Company, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, and likeness in connection with any Unsolicited Ideas and Materials, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any Unsolicited Ideas and Materials, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights (if any) in a manner that interferes with any exercise of the granted rights. You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section 2.
From time to time, areas on the Site may expressly request submissions of concepts, improvements, feedback, or other potential content from you (“Invited Submissions”). Where this is the case, please carefully read any Additional Terms which appear elsewhere on the Site to govern those submissions, as they will affect your legal rights. If no Additional Terms govern those submissions, then this Section 2 of these Terms will apply in full to any Invited Submissions and you grant us a license to them just as if they were Unsolicited Ideas and Materials.
3. User Content
A. The Site may offer you the opportunity to contribute user content, including, without limitation, articles, commentaries, photographs, text, music, video, audio recordings, computer graphics, pictures, data, questions, comments, suggestions or personally identifiable information (“User Content”).
B. The contribution of User Content by a minor is not permitted. You must be eighteen (18) years of age or older to contribute User Content to the Site.
C. You acknowledge that you are responsible for any submission you make, including the legality, reliability, appropriateness, originality and copyright of any such material. You represent, warrant, and agree you own all rights to the User Content you post or otherwise control sufficient rights to grant the rights you grant by these Terms; that the User Content is accurate; that use of the User Content you supply does not violate these Terms and will not cause injury to any person or entity; that you will not upload to, distribute or otherwise publish through the Site any User Content that: (i) is libelous, defamatory, obscene, threatening, invasive of privacy or publicity rights, infringing on intellectual property rights, abusive, illegal, deceptive, or otherwise objectionable; (ii) may constitute or encourage a criminal offense, violate the rights of any party or otherwise give rise to liability or violate any law; (iii) gives the impression that it emanates from or is endorsed by us or any other person or entity, if that is not the case; or (iv) may contain software viruses, political campaigning, chain letters, mass mailings, or any form of "spam." If you submit any video content through the Site, you further represent, warrant and agree that you have the written consent or permission of each identifiable individual in such content to use their name and likeness and grant the rights you grant in these Terms. You may not use a false email address, impersonate any person or entity, or otherwise mislead as to the origin of any User Content. You may not upload commercial content onto the Site.
D. You grant to us a nonexclusive, royalty-free, perpetual, irrevocable, transferable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, display and perform your User Content (including any name, voice, and likeness contained in User Content) throughout the world in any media now known or hereafter invented, including all promotion, advertising, marketing, merchandising, publicity and any other ancillary uses thereof. You will retain any ownership rights you may have in the materials you submit, subject to the licenses granted to us in these Terms. You also understand and agree that users of the Site who may access the User Content you submit are granted a non-exclusive license to access, use, reproduce, distribute, display and perform your User Content. By submitting your User Content, you warrant that you have the right to grant this license. Any such User Content is deemed non-confidential and we shall be under no obligation to maintain the confidentiality of any information, in whatever form, contained in any User Content.
E. We have the right but not the obligation to review User Content before or after it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section. We may edit, refuse to post, or remove any User Content at our discretion. We have the right to: (i) take any action with respect to any User Content that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms, any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, could create liability for us, might adversely affect our reputation or goodwill, or should be taken down for any other reason determined at our discretion; (ii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (iii) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site; (iv) terminate or suspend your account or your access to all or part of the Site for any or no reason; and (v) cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. Any User Content which is deleted by us will no longer be available to you. Deleted User Content may be stored by us in order to comply with certain legal obligations and in such circumstances may not be retrievable without a valid court order. We exclude liability for actions taken under this clause. The responses described in this section are not limited, and we may take any other action we reasonably deem appropriate in respect of any content which we determine is in breach of these Terms.
F. For the avoidance of doubt, where we suspend or terminate your account or otherwise prevent your access to the Site, if you have contributed User Content, we may continue to publish or use any User Content provided by you in accordance with the Terms and any other Additional Terms applicable to the Site.
G. By submitting User Content to the Site, you waive, and agree not to bring at any time, any claims of any type whatsoever against ZappyLab, Inc. or its affiliates, or their officers, directors, employees, contractors, agents, licensors or suppliers in any way arising from or relating to the submitted User Content, including without limitation any claims asserting: (i) infringement of rights of publicity or misappropriation of likeness or image; (ii) invasion of privacy; (iii) false light (such as any allegedly false or misleading portrayal of you); (iv) infliction of emotional distress (whether intentional or negligent); (v) breach of contract; (vi) copyright or trademark infringement; (vii) defamation; (viii) fraud; or (ix) false designation of origin.
4. Prohibited Uses
A. Site Restrictions. You agree that you will not:
- (i) aside from the purchase of goods or services offered for sale by Company or its affiliates, use the Site for any political or commercial purpose (including, without limitation, for purposes of advertising, soliciting funds, collecting product prices, and selling products) without our permission. Use of all or any part of the Site or the contents and/or applications on it for commercial purposes may, if permitted, be subject to separate terms and conditions and may be subject to a fee;
- (ii) use the Site in a way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the U.S. or other countries);
- (iii) remove any copyright, trademark or other proprietary notices from material found on the Site, or fail to obtain permission before reusing any copyrighted material that is available on the Site;
- (iv) use any meta tags or any other “hidden text” utilizing any Company trademarks or trade names;
- (v) distribute, transmit, syndicate, sell or offer to sell or otherwise make available any content, files, feeds or data from the Site, whether publicly available or not, except as specifically permitted by the Site and in compliance with any applicable conditions or restrictions;
- (vi) copy, download, or store any content, files, feeds or data from the Site, whether publicly available or not, to make or populate a database or publication of any kind whatsoever;
- (vii) reproduce or store any part of the Site in another website or in a public or private electronic retrieval system or service without prior written permission;
- (viii) collect or use any product listings, descriptions, or prices;
- (ix) modify, translate, or create derivative works from any content, files, feeds, or data from the Site in any medium;
- (x) alter, adapt, reverse engineer, decompile, disassemble, reverse assemble, modify, or attempt to derive the source code of any part of the Site;
- (xi) engage in systematic or automated downloading (including using robots, spider, or crawlers) to search, extract, link, or index content on the Site;
- (xii) attempt to override, circumvent, or disable any encryption features or software protections;
- (xiii) attempt to gain unauthorized access to any portion of the Site, attempt to interfere with the proper working of the Site, or attempt to breach or test the security or authentication measures of the Site;
- (xiv) engage in any activities through or in connection with the Site that seek to attempt to or do harm any individuals or entities or are unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party, or are otherwise objectionable to Company; or
- (xv) violate applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Site.
B. Content Use Restrictions. You also agree that, in using the Content:
- (i) you will not monitor, gather, copy, or distribute such Content (except as may be a result of standard search engine activity or use of a standard browser) on the Site by using any robot, rover, “bot”, spider, scraper, crawler, spyware, engine, device, software, extraction tool, or any other automatic device, utility, or manual process of any kind;
- (ii) you will not frame or utilize framing techniques to enclose any such Content (including any images, text, or page layout);
- (iii) you will keep intact all trademark, copyright, and other intellectual property notices contained in such Content;
- (iv) you will not use such Content in a manner that suggests an unauthorized association with any of our or our licensors’ products, services, or brands;
- (v) you will not make any modifications to such Content;
- (vi) you will not modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of Company or, in the case of Content from a licensor, the owner of the Content; and
- (vii) you will not insert any code or product to manipulate such Content in any way that adversely affects any user experience.
C. Availability of Site and Content. Company may immediately suspend or terminate the availability of the Site and Content (and any elements and features of them) for any reason, in Company’s sole discretion, and without advance notice or liability.
D. Reservation of All Rights Not Granted as to Content and Site. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Site for your personal use. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by Company and its licensors and other third parties. Any unauthorized use of any Content or the Site for any purpose is prohibited.
5. Opening and Terminating Accounts
If you register for any feature that requires a password and/or username, then you will select your own password at the time of registration (or we may send you an e-mail notification with a randomly generated initial password) and you agree that: (i) You will not use a username (or e-mail address) that is already being used by someone else, may impersonate another person, belongs to another person, violates the intellectual property or other right of any person or entity, or is offensive. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion; (ii) You will provide accurate, current, and complete registration information about yourself in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete; (iii) You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity; (iv) You are solely responsible for maintaining the confidentiality of your password and for restricting access to your Internet Device so that others may not access any password protected portion of the Site using your name, username, or password; (v) You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security; and (vi) You will not sell, transfer, or assign your account or any account rights.
We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.
If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability.
If you have a question regarding using the Site, you may contact Company by sending an e-mail to firstname.lastname@example.org. You acknowledge that the provision of customer support is at Company’s sole discretion and that we have no obligation to provide you with customer support of any kind. We may provide you with customer support from time to time, at our sole discretion, provided that you have created an account and that you submit your customer support inquiries using such account.
7. Links by You to the Site
You may establish a link to the Site on another website, Site, so long as:
- (a) linking is permitted by the third party website;
- (b) the link is legal and not detrimental or damaging to and/or does not take unfair advantage of our reputation or business;
- (c) the links are clearly and visibly marked as such;
- (d) the links only incorporate text, and do not use any trademarked logos or graphics that are owned by or licensed to Company;
- (e) the links are not on any website which promotes any political or religious views, or promotes or depicts intolerance, hatred, discrimination, violence, pornography or illegal activity;
- (f) the links and the content on your websites do not falsely or misleadingly imply or suggest any affiliation with Company or that Company approves or is associated with the linked website, its webpages or any of its content;
- (g) such linking is not for advertising or promotional purposes (unless Company has expressly agreed to it);
- (h) the links and the content on your websites do not portray Company or its products or services in a false, misleading, derogatory, or otherwise offensive matter, and do not contain content that is unlawful, offensive, obscene, lewd, lascivious, filthy, violent, threatening, harassing, or abusive, or that violate any right of any third party or are otherwise objectionable to Company;
- (i) the Site is not framed on any other website;
- (j) the links will not result in automatic download; and
- (k) you do not provide access to the Site or any part of it under any other URL.
Company reserves the right to suspend or prohibit linking to the Site for any reason, in its sole discretion, without advance notice or any liability of any kind to you or any third party.
8. Linked-To Websites; Advertisements; Dealings with Third Parties
A. Linked Sites; Advertisements. The Site may contain links, as part of third-party ads on the Site or otherwise, to or from third-party websites (“Linked Sites”), including websites operated by advertisers, licensors, licensees, and certain other third parties who may have business relationships with Company. Company may have no control over the content, operations, policies, terms, or other elements of Linked Sites, and Company does not assume any obligation to review any Linked Sites. Company does not endorse, approve, or sponsor any Linked Sites, or any third-party content, advertising, information, materials, products, services, or other items. Furthermore, Company is not responsible for the quality or delivery of the products or services offered, accessed, obtained by or advertised at such sites. Finally, Company will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party Linked Sites. Any activities you engage in connection with any of the same are subject to the privacy and other policies, terms and conditions of use, and rules issued by the operator of the Linked Sites. Company disclaims all liability in connection therewith.
B. Dealings with Third Parties. Any interactions, correspondence, transactions, and other dealings that you have with any third parties found on or through the Site (including on or via Linked Sites or advertisements) are solely between you and the third party (including issues related to the content of third-party advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like). Company disclaims all liability in connection therewith.
A. Wireless Features. The Site may offer certain features and services that are available to you via your wireless Internet Device. These features and services may include the ability to access the Site’ features and upload content to the Site, receive messages from the Site, and download applications to your wireless Internet Device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or wireless Internet Device. You should check with your carrier to find out what plans are available and how much they cost. Contact your carrier with questions regarding these issues.
B. Terms of Wireless Features. You agree that as to the Wireless Features for which you are registered for, we may send communications to your wireless Device regarding us or other parties. Further, we may collect information related to your use of the Wireless Features. If you have registered via the Site for Wireless Features, then you agree to notify Company of any changes to your wireless contact information (including phone number) and update your accounts on the Site to reflect the changes.
10. Dispute Resolution
A. Disputes. All disputes arising out of or in connection with this License Agreement or its validity shall be finally settled in accordance with the JAMS Comprehensive Arbitration Rules and Procedures (the “Rules”). The arbitral tribunal shall be comprised of a sole arbitrator with an established familiarity in licensing disputes, who is agreed to by the parties within thirty (30) days of receipt by respondent of the request for arbitration or in default thereof appointed by JAMS in accordance with the Rules. The fees of the arbitrator shall be split equally between the parties. The seat of the arbitration shall be in New York County, New York. The language of the arbitration and the award shall be English. The law applicable to the merits of the arbitration shall be New York law. Except as may be required by law, neither a party nor the arbitrator may disclose the existence, content or results of any arbitration without the prior written consent of both parties, unless to protect or pursue a legal right. Final resolution of any dispute through arbitration may include any remedy or relief which the arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes. At the conclusion of the arbitration, the arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the arbitrator’s award or decision is based. Any award or relief granted by the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. However nothing in this Section 10 shall limit either parties right to seek injunctive relief before a state or federal court of competent jurisdiction in the city of New York, New York. No security shall be required to obtain any provisional relief. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT IT MAY LEGALLY AND EFFECTIVELY DO SO, TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING ARISING HEREUNDER.
You can obtain AAA and JAMS procedures, rules, and fee information as follows:
B. Limited Time to File Claims. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT (BY DELIVERY OF WRITTEN NOTICE AS SET FORTH IN SECTION 10(A)) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES -- OR IT WILL BE FOREVER BARRED.
C. Injunctive Relief. The foregoing provisions of this Section 10 will not apply to any legal action taken by Company to seek an injunction or other equitable relief in connection with, any loss, cost, or damage (or any potential loss, cost, or damage) relating to the Site, any Content, and/or Company’s intellectual property rights (including Company may claim that may be in dispute), Company’s operations, and/or Company’s products or services.
D. Small Claims Matters.Small claims matters are excluded from Arbitration Requirement. Notwithstanding the foregoing, either of us may bring qualifying claim of Disputes (but not Excluded Disputes) in small claims court, subject to Section 10(F).
E. No Class Action Matters.Disputes will be arbitrated only on an individual basis and will not be consolidated with any other arbitrations or other proceedings that involve any claim or controversy of any other party. But if, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to Section 10(A) holds that this restriction is unconscionable or unenforceable, then our agreement in Section 10(A) to arbitrate will not apply and the Dispute must be brought exclusively in court pursuant to Section 10(F).
F. Federal and State Courts in New YorkExcept to the extent that arbitration is required in Section 10(A), and except as to the enforcement of any arbitration decision or award, any action or proceeding relating to any Dispute or Excluded Dispute may only be instituted in state or federal court in New York, New York. Accordingly, you and Company consent to the exclusive personal jurisdiction and venue of such courts for such matters.
11. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOUR ACCESS TO AND USE OF THE SITE IS AT YOUR SOLE RISK.
THE SITE IS PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, to the fullest extent permissible by law, Company and its subsidiaries and each of their respective employees, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns (collectively, “Company Parties”) hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
- (a) the Site (including the Content);
- (b) the functions, features, or any other elements on, or made accessible through, the Site;
- (c) any products, services, or instructions offered or referenced at or linked through the Site;
- (d) security associated with the transmission of your Unsolicited Ideas and Materials transmitted to Company or via the Site;
- (e) whether the Site or the servers that make the Site available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Internet Device);
- (f) whether the information (including any instructions) on the Site is accurate, complete, correct, adequate, useful, timely, or reliable;
- (g) whether any defects to the Site will be repaired; and
- (h) whether your use of the Site is lawful in any particular jurisdiction.
EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A COMPANY PARTY, COMPANY PARTIES HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.
Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimers may not apply to the extent such jurisdictions’ laws are applicable.
12. LIMITATIONS OF LIABILITY OF COMPANY PARTIES
UNDER NO CIRCUMSTANCES WILL ANY COMPANY PARTIES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to:
- (a) the Site (including the Content);
- (b) your use of or inability to use the Site, or the performance of the Site;
- (c) any action taken in connection with an investigation by Company Parties or law enforcement authorities regarding your access to or use of the Site;
- (d) any action taken in connection with copyright or other intellectual property owners or other rights owners;
- (e) any errors or omissions in the Site’ technical operation; or
- (f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.
The foregoing limitations of liability do not apply to the extent prohibited by law. Please refer to your local law for any such prohibitions. However, in no event shall our total liability to you for all damages, losses, and causes of action whether in contract, tort (including, but not limited to, negligence), or otherwise exceed the greater of (i) twenty-five dollars or (ii) the value of the services purchased or subscribed by you on the Site.
EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY PARTIES’ TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SITES/APPS AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID COMPANY IN CONNECTION WITH THE TRANSACTION(S) THAT UNDERLIE THE CLAIM(S); PROVIDED, HOWEVER, THIS PROVISION WILL NOT APPLY IF A TRIBUNAL WITH APPLICABLE JURISDICTION FINDS SUCH TO BE UNCONSCIONABLE. FOR PURPOSES OF CLARITY, THE PRIOR SENTENCE DOES NOT EXPAND OR LIMIT ANY EXPRESS, WRITTEN PRODUCT WARRANTY THAT IS PROVIDED BY COMPANY OR A MANUFACTURER OF A PHYSICAL PRODUCT.
13. Waiver of Injunctive or Other Equitable Relief
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SITE, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITES/APPS, CONTENT, PRODUCT, SERVICE, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY COMPANY OR A LICENSOR OF COMPANY.
14. General Provisions
A. Updates to Terms. Company reserves the right to modify these Terms and any Additional Terms, at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Site so that they are accessible via a link on the Site, and that your use of the Site after we post the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms and any Additional Terms on a regular and frequent basis. The Updated Terms will be effective as of the time that Company posts them on the home page of the Site, or such later date as may be specified in them.
B. Company’s Consent or Approval. As to any provision in these Terms or any Additional Terms that grants Company a right of consent or approval, or permits Company to exercise a right in its “sole discretion,” Company may exercise that right in its sole and absolute discretion. No Company consent or approval may be deemed to have been granted by Company without being in writing and signed by an Officer of Company.
C. Applicable Law. These Terms and any Additional Terms will be governed by and construed in accordance with, and any Dispute and Excluded Dispute will be resolved in accordance with, the laws of the State of New York, without regard to its conflicts of law provisions.
D. Indemnity. You agree to defend, indemnify, and hold harmless Company and its affiliates, and Company’s officers, directors, members, employees, contractors, agents, licensors, suppliers, and assigns from and against any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from any violation of these Terms, any Additional Terms, or your use of the Site. If you cause a technical disruption of the Site or the systems transmitting the Site to you or others, you agree to be responsible for any and all losses, liabilities, expenses, damages and costs, including reasonable attorneys’ fees and court costs, arising or resulting from that disruption.
E. Operation of Site; Availability of Products and Services; International Issues. Company controls and operates the Site from its U.S.-based offices in the U.S.A., and Company makes no representation that the Site is appropriate or available for use beyond the U.S.A. If you use the Site from other locations, you are doing so on your own initiative and are responsible for compliance with applicable local laws regarding your online conduct and acceptable content, if and to the extent local laws apply. The Site may describe products and services that are available only in the U.S.A. (or only parts of it) and are not available worldwide. We reserve the right to limit the availability of the Site and/or the provision of any content, program, product, service, or other feature described or available on the Site to any person, entity, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service, or other feature that we provide. You and we disclaim any application to these Terms of the Convention on Contracts for the International Sale of Goods.
F. Export Controls. Software related to or made available by the Site may be subject to export controls of the U.S.A. No software from the Site may be downloaded, exported, or re-exported (i) into (or to a national or resident of) any country or other jurisdiction to which the U.S.A. has embargoed goods, software, technology or services (which, as of the effective date of these Terms, includes Cuba, North Korea, Iran, Sudan, and Syria), or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders, or (iii) to anyone on the U.S. Department of Commerce’s Bureau of Industry and Security Entities List as published in the Export Administration Regulations (including entities engaged in weapons of mass destruction proliferation in various countries and persons and entities that are suspected of diverting U.S. origin items to embargoed countries or terrorist end-uses). You are responsible for complying with all trade regulations and laws both foreign and domestic. Except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls, including as set forth in subsections (i) – (iii) above.
G. Severability; Interpretation. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation,”.
H. Communications.When you communicate with us electronically, such as via e-mail and text message, you consent to receive communications from us electronically. Please note that, except as set forth in Section 6, we are not obligated to respond to inquiries that we receive. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
I. Investigations; Cooperation with Law Enforcement; Termination; Survival. Company reserves the right, without any limitation, to: (i) investigate any suspected breaches of its Site security or its information technology or other systems or networks, (ii) investigate any suspected breaches of these Terms and any Additional Terms, (iii) investigate any information obtained by Company in connection with reviewing law enforcement databases or complying with criminal laws, (iv) involve and cooperate with law enforcement authorities in investigating any of the foregoing matters, (v) prosecute violators of these Terms and any Additional Terms, and (vi) discontinue the Site, in whole or in part, or, except as may be expressly set forth in any Additional Terms, suspend or terminate your access to it, in whole or in part, including any user accounts or registrations, at any time, without notice, for any reason and without any obligation to you or any third party. Any suspension or termination will not affect your obligations to Company under these Terms or any Additional Terms. Upon suspension or termination of your access to the Site, or upon notice from Company, all rights granted to you under these Terms or any Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Site. The provisions of these Terms and any Additional Terms, which by their nature should survive your suspension or termination will survive, including the rights and licenses you grant to Company in these Terms, as well as the indemnities, releases, disclaimers, and limitations on liability and the provisions regarding jurisdiction, choice of law, no class action, and mandatory arbitration.
J. Assignment. Company may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Company.
K. No Waiver. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or Company in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
M. U.S. Government Restricted Rights. If you are a government end user, then this provision applies to you. The Site provided in connection with these Terms has been developed entirely at private expense, as defined in FAR section 2.101, DFARS section 252.227-7014(a)(1) and DFARS section 252.227-7015 (or any equivalent or subsequent agency regulation thereof), and is provided as “commercial items,” “commercial computer Site” and/or “commercial computer Site documentation.” Consistent with DFARS section 227.7202 and FAR section 12.212 and to the extent required under U.S. federal law, the minimum restricted rights as set forth in FAR section 52.227-19 (or any equivalent or subsequent agency regulation thereof), any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by these Terms and shall be prohibited except to the extent expressly permitted by these Terms.
N. Connectivity. You are responsible for obtaining and maintaining all Devices and other equipment and software, and all internet service provider, mobile service, and other services needed for your access to and use of the Site and you will be responsible for all charges related to them.
15. Digital Millennium Copyright Act
If you are a copyright owner or an agent thereof and believe that any User Submission or other content at this Site infringes upon your copyright, you may submit a written notification pursuant to the Digital Millennium Copyright Act (“DMCA”) (see 17 U.S.C. 512(c)(3) for further information) by providing our Copyright Agent (listed below) with the following information: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) a description of the copyrighted work claimed to have been infringed or if multiple copyrighted works are covered by a notification, a representative list of such works at our Site; (iii) a description of the location on the Site of the allegedly infringing material(s); (iv) your address, telephone number, and email address; (v) a written statement that you have a good faith belief that use of the material(s) in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a written statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If a User Submission that you submitted has been removed as a result of a notification as described above and you believe that such a User Submission or portion of a User Submission was posted lawfully, please contact us about our counter-notification procedure through which you can dispute the allegation and request re-posting of the User Submission content at issue.
ZappyLab’s designated Copyright Agent for notice of claims of infringement is:
2120 University Ave, Berkeley, CA 94704, USA
Only notices of alleged copyright infringement and requests about the counter-notification procedures should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to ZappyLab at email@example.com. You acknowledge that if you fail to comply with all of the notice requirements of the DMCA, your notice may not be valid.