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Terms of Service
 

Terms of Service

Hi! You're reading Zipier's Terms of Service. This is the contract between you and Zipier when you use Zipier's site, services, and products.

We've tried to make this as clear and straightforward as possible. You should read this carefully before you use Zipier. If you have any questions or suggestions, feel free to contact us.

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The terms and conditions of this agreement govern Your use of Zipier Ltd's ("Zipier", "we", "us", or "our") Services, unless You and Zipier have executed a separate agreement.

 

1.1   Acceptance. In order to download and/or use Zipier's Services You must first accept these Terms of Service ("ToS"). These ToS are accepted by You:

  • when You click to accept or agree to these ToS; or
  • when You click to sign up or sign in to Zipier's Services and/or websites; or
  • when You download and/or use Zipier's Services and/or websites.

We advise You to print a copy of these ToS for Your records. These ToS remains effective from the date of acceptance until terminated by You or Zipier in accordance with paragraph 12.

1.2   Exclusions. You cannot accept these ToS if:

  • You are not lawfully entitled to use Zipier's Services and/or websites in the country in which You are located or resident or
  • if You are not of legal age to form a binding agreement with Zipier.

1.3   Agreeing on behalf of Your Organization (Your Org). If You are agreeing to these ToS on behalf of the entity on whose behalf You are setting up an Account, Your agreement to these ToS will be deemed to be an agreement between Your Org and Zipier and You represent and warrant that You have authority to bind Your Org to the terms and conditions of these ToS. If You do not agree with the terms of these ToS, You are not authorized to use Zipier's Services in any manner.

 

2.1   Responsibility for Accounts. You shall be responsible for the administration and management of all Accounts for Your Users. The creation of all Accounts by You, Your Administrators and Your Users, shall be governed by these ToS.

2.2   Responsibility for Users. You shall be responsible for all usage of Zipier's Services including without limitation, any acts and omissions of any of Your Administrators and Users to whom an Account has been allocated. You shall ensure that all Your Administrators and Users comply with these ToS.

2.3   Reallocation and deletion of Accounts. If You delete a User, their Account shall remain in the Zipier deleted list and access to it may be blocked, and their Account will be marked as deleted.

2.4   Authentication. You may invite a User to link an authentication service (e.g., Facebook) to each Account that You create, which may be used as the User ID for that Account.

2.5   Restriction on sharing. It is prohibited for You, Your Administrators and Users to:

  • share Accounts that are being used for individual use and
  • share Passwords that are being used either for individual use or shared use.

You shall ensure that neither You, Your Administrators or Users shall share an Account, or share Passwords.

2.6   Security. You shall (and shall ensure that Your Administrators and Users shall) take all necessary steps to ensure the security of the User ID and Password of Accounts at all times. If You suspect that any Password has been shared in breach of these ToS or has become known to anyone other than an Administrator or a User to whom the Password has been allocated, then You shall ensure that such Password is immediately changed in order to protect Your Accounts. It is Your responsibility to ensure that Your Users and Administrators do not respond to any unsolicited requests for credit card details, Passwords or other data. Neither Zipier nor its officers, employees or Associates may be held liable whether in contract, warranty, tort (including negligence), or any other form of liability for any claim, damage, or loss arising from or relating to any failure by You, Your Administrators and/or Users to comply with this paragraph.

2.7   Users are responsible for maintaining the confidentiality of their Account.

2.8   Administrator(s). You and Your Administrators may appoint additional Administrators to use Zipier's Services, and each Administrator shall be required to accept and agree to these ToS. You shall procure that all Administrators read, agree to and comply with these ToS, and You shall be responsible for any breach of these ToS by such Administrator(s). If You are an Administrator creating or managing Accounts but not entering into these ToS on behalf of a legally incorporated entity or You are not authorized to represent or act on behalf of such entity, then You shall be in breach of these ToS and shall be personally liable for such breach and any other breach of these ToS, and for any acts and omissions of any Users or Administrators on Zipier's Services.

 

3.1   Facilities and data transfer. All facilities used to store and process Your Org Data will adhere to reasonable security standards no less protective than the security standards at facilities where Zipier stores and processes its own information of a similar type. Zipier has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Your Org Data, protect against anticipated threats or hazards to the security or integrity of Your Org Data, and protect against unauthorized access to or use of Your Org Data. As part of providing Zipier's Services, Zipier may transfer, store and process Your Org Data in the United States or any other country in which Zipier or its agents maintain facilities. By using Zipier's Services, Your Org consents to this transfer, processing and storage of Your Org Data.

3.2   Modifications to Zipier's Services. Zipier may make commercially reasonable changes to Zipier's Services, from time to time. If Zipier makes a material change to Zipier's Services, Zipier will inform Your Org, provided that Your Org has remained subscribed with Zipier to be informed about such change.

 

4.1   License. Subject to Your compliance with the terms and conditions of these ToS, Zipier hereby grants You a non-exclusive, perpetual, royalty-free, non-transferable license to download, install and use Zipier's Services with Your Accounts. Zipier reserves all rights in Zipier's Services not expressly granted to You in these ToS.

4.2   Third parties. Zipier's Services may be incorporated into, and may incorporate itself, into software and other technology owned and controlled by third parties. Any such third party software or technology that is incorporated in Zipier's Services falls under the scope of these ToS. Any and all other third party software or technology that may be distributed together with Zipier's Services will be subject to You explicitly accepting a license agreement with that third party. You acknowledge and agree that You will not enter into a contractual relationship with Zipier or its Associates regarding such third party software or technology and You will look solely to the applicable third party and not to Zipier or its Associates to enforce any of Your rights.

4.3   Lawful purposes. You will use Zipier's Services solely for lawful purposes. In this respect You shall not, (and You shall ensure that Your Administrators and Users shall not) without limitation:

  • intercept or monitor, damage or modify any communication which is not intended for You;
  • use any type of spider, virus, worm, trojan-horse, time bomb or any other codes or instructions that are designed to distort, delete, damage or disassemble Zipier's Services;
  • expose any third party to material which is offensive, harmful to minors, indecent or otherwise objectionable in any way;
  • use Zipier's Services to cause or intend to cause embarrassment or distress to, or to threaten, harass or invade the privacy of, any third party;
  • use (including as part of the username of an Account) any material or Content that is subject to any third party proprietary rights, unless You have a licence or permission from the owner of such rights; or
  • impact or attempt to impact the availability of Zipier's Services for example, with a denial of service (DOS) or distributed denial of service (DDoS) attack.

4.4   Restrictions. You have no right to and shall not (and shall ensure that Your Administrators and Users shall not):

  • copy or modify Zipier's Services, except to the extent expressly permitted by Applicable Laws;
  • transfer, sublicense, lease, lend, rent or otherwise distribute Zipier's Services.

You acknowledge and agree that portions of Zipier's Services, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Zipier and its licensors. Accordingly, You agree not to disassemble, decompile or otherwise reverse engineer Zipier's Services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.

4.5   Jurisdiction restrictions. If the law of Your country prohibits You, Your Administrators and/or Your Users from downloading or using Zipier's Services because Zipier's Services are not allowed in the country or countries in which You or Your Users are located, You shall not use them and shall not allow Your Administrators and Users to use them.

4.6   Availability. Zipier's Services may be downloaded, installed and used on various products, applications or programs that are made available by third parties. Zipier cannot guarantee that Zipier's Services shall always be available on the product, application or program onto which You, Your Administrators or Users initially downloaded and installed it.

4.7   Customers using Zipier's Services who are minor and under the age of 18 and under the legal working age shall not register as a User of Zipier's Services and shall not transact on or use Zipier's Services.

 

5.1   New versions. Zipier reserves the right to change these ToS at any time by publishing the revised ToS on our website. The revised ToS shall become effective within thirty (30) days of such publication, unless You expressly accept the revised ToS earlier by clicking on the accept or agree button. Your express acceptance or Your continued use of Zipier's Services after expiry of the notice period of thirty (30) days, shall constitute Your acceptance to be bound by the terms and conditions of the revised ToS. You can find the latest version of these ToS on our terms page. Zipier reserves the right to change any of these ToS from time to time and such changes shall become effective either within thirty (30) days of publication of the revised version on our website (unless You expressly accept the revised terms earlier by clicking on the accept or agree button if this option is made available).

5.2   New versions of Zipier's Services. Zipier, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to Zipier's Services. Zipier has no obligation to make available to You any subsequent versions of Zipier's Services. You may have to enter into a renewed version of these ToS, in the event You want to download, install or use a new version of Zipier's Services.

5.3   Suspension.

5.3.1   Suspension. Zipier may, in its sole discretion, modify or discontinue or suspend Your ability to use any version of Zipier's Services, and/or disable any of Zipier's Services You may already have accessed or installed without any notice to You, for the repair, improvement, and/or upgrade of the underlying technology or for any other justifiable reason, including but not limited to, circumstances where You (Your Administrators and/or Users) in Zipier's opinion, are in breach of these ToS, creating problems, possible legal liabilities, or engaging in fraudulent, immoral or illegal activities, or for other similar reasons.

5.3.2   Of Accounts by Zipier. If Zipier becomes aware of a User's violation of the ToS, then Zipier may specifically request that Your Org Suspend the applicable Account. If Your Org fails to comply with Zipier's request to suspend an Account, then Zipier may Suspend the User or Org Account. The duration of any suspension by Zipier will be until You or the applicable User has cured the breach which caused the suspension.

5.3.3   Emergency security issues. Notwithstanding the foregoing, if there is an emergency security issue, then Zipier may automatically suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the emergency security issue. If Zipier suspends an Account for any reason without prior notice to Your Org, at Your Org's request, Zipier will provide Your Org the reason for the suspension as soon as is reasonably possible.

 

6.1   Services. You shall pay Zipier any applicable charges and rates as stated on our website in connection with the purchase and use of Zipier's Services. Other charges may be invoiced to Your Org after the end of the billing period.

6.2   Technical support

6.2.1   Support materials. Zipier provides videos, documentation, training materials and/or other documents to allow You to provide Support for Your Administrators and Users.

6.2.2   Within Your Org You will, at Your own expense, respond to questions and complaints from Users or third parties relating to the Your Org's or Users' use of Zipier's Services. Your Org will use commercially reasonable efforts, such as consulting with Your Org's technicians, lawyers, attorneys, bookkeepers, accountants, or other advisors, to resolve support issues before escalating them to Zipier.

6.3   Change of charges and rates. Zipier may change it's pricing and/or rates at any time by giving a thirty (30) day notice of such change on the Zipier website.

 

7.1   Errors. If You believe that Zipier has charged You in error, You must contact our customer support team before the Past Due Date. No refunds will be given for any charges after the Past Due Date. If Your Org does not give Zipier written notice of a dispute with respect to Zipier charges or application of taxes or fees by the Past Due Date, Zipier shall deem such invoice to be correct and binding on Your Org.

7.2   Credit

7.2.1   Credit. To use some of Zipier's Services, Your Org needs a sufficient balance of credit in advance. You must purchase sufficient credit through the payment methods made available by Zipier which may include: bank deposit, debit or credit card, Visa, Master Card, PayPal account, or other methods. Zipier reserves the right to stop accepting debit or credit cards from one or more issuers, or to cease providing any payment method at any time in its sole discretion.

7.2.2   Restrictions. Zipier does not guarantee that You will be able to use Your credit balance to purchase all Zipier's Services. Some of Zipier's Services may have to be paid for separately using a different payment method.

7.3   Application. Unless otherwise specified, payments received will be applied first to late charges and related expenses, if any, followed by past due amounts, recurring fees, and other fees, and then to the current invoice. Any amounts not paid when due may, at Zipier's option, be subject to a late payment charge equal to the lesser of:

  • one and one-half percent (1.5%) per month on the late balance, compounded; or
  • the maximum rate allowed by applicable law applied against the late balance.

7.4   Collection. Your Org shall be responsible for all reasonable costs and expenses, including but not limited to, attorneys' fees, expenses, court costs and service charges incurred by Zipier in collecting payment under these ToS. Zipier reserves the right to suspend Zipier's Services should Your Org fail to pay all charges by the Past Due Date.

7.5   Taxes. In addition, Your Org will pay all applicable taxes, regulatory fees, and tax-related surcharges relating to Zipier's Services; provided that Your Org may notify Zipier of Your Org's exemption from particular tax(es) by providing Zipier with a duly executed exemption certificate as permitted by applicable law.

7.6   Unless otherwise agreed, all payments will be in USD.

7.7   Zipier will not trade with or provide any Services to OFAC and sanctioned countries.

7.8   Cardholders must retain a copy of transaction records and Merchant policies and rules.

7.9   A payment confirmation email will be sent to the User's registered email address within 90 seconds of a completed payment.

 

8.1   Credit. Your Org can request a refund for unused and unallocated credit at any time.

8.2   Other Services. Apart from credit, no refunds shall be given for Zipier's Services that have been used, or partially used.

8.3   Refund requests

8.3.1   How to request a refund. Your Org can request a refund by submitting a support request to our customer support team. Refund requests carried out through any other means shall not be valid.

8.3.2   Credit. If Your Org is eligible for a refund of credit, Zipier will refund Your Org the balance of Your Org's unused and unallocated credit.

8.3.3   Payment methods. All refunds shall be paid either through the original payment method used, or any other reasonable payment method to be determined by Zipier in its sole discretion, and will be processed within 10 to 45 days.

8.3.4   Reservation of rights. Zipier reserves the right to deny repetitive refund requests and to terminate these ToS with immediate effect in the event of any abuse by Your Org of this refund policy.

 

9.1   Ownership. Zipier's Services are licensed to You in accordance with these ToS. Zipier's Services are protected by copyright law and international treaties. You shall not (and shall ensure that Your Administrators and Users shall not) delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on Zipier's Services as delivered to You and Your Users. All IP Rights in and to any third party Content that are not contained in Zipier's Services, but may be accessed through use of Zipier's Services, are the property of the respective owner of the IP Rights and may be protected by applicable copyright or other intellectual property laws and treaties.

9.2   Zipier Brand Elements. Nothing in these ToS will give You any right to use the Zipier Brand Elements. Zipier does not allow third parties to use the Zipier Brand Elements unless they have received prior written permissions from Zipier. If You want to use any of the Zipier Brand Elements, You must obtain Zipier's written permission before You (or Your Administrators or Users) use them.

 

10.1   Content of communications. You acknowledge and agree that You are solely responsible for any Content that You, Your Administrators and/or Your Users upload, submit, post, transmit or display through Zipier's Services and/or websites ("Use" or "Used") and that Zipier is not responsible to You or any third party for any Content that is Used by You, Your Administrators, Users or any other user of Zipier's Services.

10.2   Third party IP Rights. You agree that You shall not Use (and shall ensure that Your Administrators and Users shall not use) any Content that is subject to any third party IP Rights, unless You, the Administrator or the User has a licence or specific permission from the owner to Use such third party Content, and to grant Zipier the licence set out in paragraph 10.3 below.

10.3   Licence. You hereby grant to Zipier a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable and transferable licence to:

  • reproduce, modify and publish any Content that You, Your Administrators and/or Users Use on the publicly accessible areas of our websites (e.g., forums, blogs, published HR Docs); and
  • distribute and/or display through Zipier's Services any Content that You, Your Administrators and/or Users provide or make available using Zipier's Services.

10.4   Removal of Content. Zipier reserves the right (but shall have no obligation) to decide whether any Content that You, Your Administrators and/or Users Use complies with these ToS. Zipier may in its sole discretion remove such Content and/or terminate these ToS and any Account belonging to You, if You Use any Content that is in breach of these ToS at any time and without prior notice to You.

10.5   By submitting User Content through Zipier's Services, You hereby do and shall grant Zipier a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with Zipier's Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of Zipier's Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each User of Zipier's Services a non-exclusive, perpetual license to access Your User Content through Zipier's Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content. For clarity, the foregoing license grants to Zipier and our Users does not affect Your other ownership or license rights in Your User Content, including the right to grant additional licenses to Your User Content, unless otherwise agreed in writing. You represent and warrant that You have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

10.6   We do not guarantee that any Content will be made available on Zipier's Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to You and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that You may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from Zipier's Services.

10.7   Zipier's Services may contain Content specifically provided by Zipier, our partners or our Users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through Zipier's Services.

10.8   Zipier does not undertake to review all material before it is posted on Zipier's Services, 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. In the unlikely event we receive a disclosure request from an authorized party, we reserve the right to disclose User identities when required to do so by the law, including in response to a law enforcement request supported by a valid court order. You waive and hold harmless Zipier from any claims resulting from any action taken by Zipier during or as a result of its investigations and from any actions taken as a consequence of investigations by either Zipier or law enforcement authorities.

10.9   If You believe that any User Content violates Your copyright, please follow the steps outlined on the copyright page.

 

11.1   Users may access Your Org Data via an API (Application Program Interface). Any use of the API, including use of the API through a third-party product that accesses Zipier, is bound by these ToS plus the following specific terms:

11.2   You expressly understand and agree that Zipier shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Zipier has been advised of the possibility of such damages), resulting from Your use of the API or third-party products that access data via the API.

11.3   Abuse or excessively frequent requests to Zipier via the API may result in the temporary or permanent suspension of Your Account's access to the API. Zipier, in its sole discretion, will determine abuse or excessive usage of the API. Zipier will make a reasonable attempt via email to warn the Account owner prior to suspension.

11.4   Zipier reserves the right at any time to modify or discontinue, temporarily or permanently, Your access to the API (or any part thereof) with or without notice.

 

12.1   Term. These ToS will be effective as of the date upon which You accept these terms and will remain effective until terminated by either Zipier or You as set out below.

12.2   Termination by You. You may terminate these ToS at any time upon written notice to Zipier. Upon termination of these ToS You shall immediately cease (and shall ensure that Your Administrators and Users immediately cease) using Zipier's Services.

12.3   Termination by Zipier. Without limiting other remedies, Zipier or its Associates may terminate these ToS with immediate effect, and may limit, suspend, or terminate Your use of Zipier's Services, and websites, and take technical and legal steps to keep You off our websites and remove any hosted Content posted by You, Your Administrators or Your Users, if we think that You, Your Administrators or Your Users are:

  • in breach of these ToS or creating problems, possible legal liabilities or acting inconsistently with the letter or spirit of our policies;
  • infringing any third party's IP Rights;
  • engaging in fraudulent, immoral or illegal activities or for any other similar reasons.

We reserve the right to disable or delete Accounts that have been inactive for more than one (1) year.

12.4   Consequences of termination.

12.4.1   Effect of termination. Zipier shall effect such termination by preventing access to Zipier's Services and websites. Zipier may in its sole discretion provide notice to You by email of such termination.

12.4.2   Upon termination. Upon termination of these ToS:

  • all licenses and rights to use Zipier's Services and Accounts, shall immediately terminate;
  • You will immediately cease (and shall ensure that Your Administrators and Users cease) any and all use of Zipier's Services and Accounts; and
  • You will immediately remove Zipier's Services from all devices, hard drives, networks and other storage media and destroy all copies of Zipier's Services in Your possession or under Your control.
 

13.1   WARRANTY. ZIPIER PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW ZIPIER, ITS LICENSORS AND ASSOCIATES HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE ZIPIER PRODUCTS WHETHER EXPRESS, IMPLIED OR STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, QUALITY, NON-INFRINGEMENT, COMPATIBILITY OR OF FITNESS FOR A PARTICULAR PURPOSE. ZIPIER FURTHER DOES NOT REPRESENT OR WARRANT THAT ZIPIER PRODUCTS WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE, ERROR-FREE OR FREE OF VIRUSES NOR DOES ZIPIER WARRANT ANY CONNECTION TO OR TRANSMISSION FROM THE INTERNET, OR ANY CONSISTANCY OR QUALITY OF COMMUNICATIONS MADE THROUGH ZIPIER PRODUCTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZIPIER OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TOS. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH ZIPIER PRODUCTS IS TO IMMEDIATELY UNINSTALL AND CEASE USE OF SUCH ZIPIER PRODUCTS.

13.2   CONTENT. ZIPIER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE CONTENT MADE AVAILABLE THROUGH ZIPIER PRODUCTS. NEITHER ZIPIER NOR ITS OFFICERS, EMPLOYEES OR ASSOCIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO ALL SUCH CONTENT.

13.3   USERS. YOU ARE SOLELY RESPONSIBLE AND LIABLE FOR ALL ACTIVITIES CONDUCTED THROUGH YOUR ACCOUNTS BY YOUR ADMINISTRATORS AND/OR USERS, EVEN IF SUCH ACTIVITIES WERE TO OCCUR WITHOUT YOUR PERMISSION. ZIPIER DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY IN RELATION TO THE ACTS AND OMISSIONS OF YOUR ADMINISTRATORS AND/OR USERS THROUGH ZIPIER PRODUCTS. NEITHER ZIPIER NOR ITS OFFICERS, EMPLOYEES OR ASSOCIATES MAY BE HELD LIABLE WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR ANY CLAIM, DAMAGE, OR LOSS, (AND YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS OR CAUSES OF ACTION), ARISING FROM OR RELATING TO ALL SUCH ACTS AND OMISSIONS.

13.4   IP CLAIMS. ZIPIER WILL HAVE NO OBLIGATION TO DEFEND OR INDEMNIFY YOU FROM OR AGAINST ANY THIRD PARTY CLAIMS ALLEGING THAT YOUR USE OF THE SOFTWARE OR EXERCISE OF ANY RIGHTS GRANTED HEREIN INFRINGES ANY IP RIGHTS. IN THE EVENT THAT A CLAIM IS MADE, OR IN ZIPIER'S REASONABLE OPINION IS LIKELY TO BE MADE, AGAINST ZIPIER, YOU OR ANY THIRD PARTY ALLEGING THAT THE SOFTWARE OR ANY USE THEREOF INFRINGES ANY THIRD PARTY IP RIGHT, ZIPIER MAY TERMINATE THESE TOS AND ALL RIGHTS AND OBLIGATIONS HEREUNDER.

13.5   Force majeure. You acknowledge and understand that if Zipier is unable to provide Zipier's Services as a result of a force majeure event Zipier will not be in breach of any of its obligations towards You under these ToS. A force majeure event means any event beyond the control of Zipier. In the event Zipier is affected by a force majeure event, it shall notify You as soon as reasonably practicable of the estimated extent and duration of its inability to perform or delay in performing its obligations. ZIPIER SHALL NOT HAVE ANY LIABILITY TO YOU WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER FORM OF LIABILITY FOR FAILING TO PERFORM ITS OBLIGATIONS UNDER THESE TOS TO THE EXTENT THAT SUCH FAILURE IS AS A RESULT OF A FORCE MAJEURE EVENT.

13.6   LIMITATION OF LIABILITY

13.6.1   LIABILITY. IN NO EVENT SHALL ZIPIER, ITS ASSOCIATES OR ITS LICENSORS BE LIABLE, HOWSOEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; ANY LOSS OF INCOME, BUSINESS, SALES, PROFITS (WHETHER ACTUAL OR ANTICIPATED), LOSS OF OR CORRUPTION TO DATA, INTERRUPTION OF BUSINESS, OR FOR THE USE OR PERFORMANCE OF ZIPIER PRODUCTS.

13.6.2   AGGREGATE LIABILITY. ZIPIER'S AGGREGATE LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THESE TOS SHALL NOT EXCEED THE TOTAL MONIES PAID BY THE CLAIMANT TO ZIPIER FOR SERVICES, AND SHALL NOT EXCEED FIVE HUNDRED US DOLLARS ($500).

13.6.3   LIABILITY IF ADVISED. THE LIMITATIONS ON ZIPIER'S LIABILITY ABOVE SHALL APPLY WHETHER OR NOT ZIPIER, ITS EMPLOYEES, LICENSORS OR ITS ASSOCIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES ARISING.

13.6.4   NOTHING IN THESE TOS IS INTENDED TO EXCLUDE OR RESTRICT OR SHALL BE CONSTRUED AS EXCLUDING OR RESTRICTING THE LIABILITY OF ZIPIER FOR ANY LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY LAW.

13.7   Your Org facilities. You are responsible for obtaining, installing, and maintaining all equipment, software, wiring, power-sources, connections and/or communication services necessary for inter-connection with Zipier networks or otherwise for use in conjunction with the applicable of Zipier's Services. You are responsible for ensuring that such facilities are compatible with Zipier requirements and that they continue to be compatible with subsequent revision levels of Zipier's Services. Zipier is not responsible for the availability, capacity and /or condition of any facilities not provided by Zipier.

13.8   Utilization of Your device. Zipier's Services may utilize the processor, bandwidth, and other resources of the devices You, Your Administrators and Your Users are utilizing. Zipier will use its commercially reasonable efforts to protect the privacy and integrity of the resources of such devices. However Zipier cannot give any warranties in this respect.

 

14.1   Warranty. You represent and warrant that:

  • You are authorised to enter into and comply with these ToS;
  • You shall (and shall ensure that Your Users and Administrators shall) comply with Your obligations under these ToS; and
  • You shall (and shall ensure that Your Users and Administrators shall) comply with all Applicable Laws that may apply to the use of Zipier's Services.

14.2   INDEMNIFICATION. YOU AGREE TO INDEMNIFY, DEFEND AND HOLD ZIPIER AND ITS ASSOCIATES HARMLESS FROM AND AGAINST ANY AND ALL LIABILITY AND COSTS, INCLUDING REASONABLE ATTORNEYS' FEES, IN CONNECTION WITH OR ARISING OUT OF ANY BREACH BY YOU, YOUR ADMINISTRATORS AND/OR USERS, OF THE WARRANTIES, REPRESENTATIONS, OBLIGATIONS OR TERMS OF THESE TOS.

14.3   Neither Zipier nor its employees are Your legal advisors. The HR Doc templates may fail to meet Your needs. None of Zipier's Services can be considered legal advice and no attorney-client relationship is established. Make sure You consult with a licensed attorney in Your area to examine the details of Your specific situation.

14.4   Neither Zipier nor its employees are Your tax advisors. The tax calculations may fail to meet Your needs. None of Zipier's Services can be considered tax advice and no accountant-client relationship is established. Make sure You consult with a licensed accountant in Your area to examine the details of Your specific situation.

14.5   You acknowledge that all Content, including User Content, accessed by You using Zipier's Services is at Your own risk and You will be solely responsible for any damage or loss to You or any other party resulting therefrom. We do not guarantee that any Content You access on or through Zipier's Services is or will continue to be accurate.

14.6   Zipier's relationship to all documents and transactions completed using Zipier's Services is that of a trusted, disinterested third party.

 

15.1   Protection. You will hold the Confidential Information in strict confidence including, without limitation, taking such steps to protect and preserve the confidentiality thereof as You take to preserve and protect the confidentiality of Your own confidential information. You will use the Confidential Information only to exercise the rights expressly granted by Zipier to You under these ToS.

15.2   Exceptions. Your obligations with respect to the Confidential Information do not apply to information that You can clearly establish by written evidence:

  • is or becomes publicly known through no fault of Your own;
  • is rightfully obtained by You from a third party without obligation of confidentiality;
  • is independently developed by You without any access to Confidential Information;
  • is approved in writing for release by an authorized representative of Zipier, or
  • is required to be disclosed as a matter of law or judicial action; provided that You provide Zipier with prior notice of such requirement of disclosure and use all reasonable efforts to obtain a protective order.

15.3   Return or destruction. Upon request of Zipier or in any event promptly upon expiry or earlier termination, all Confidential Information made available hereunder, including copies thereof, shall be returned or, if directed or permitted by Zipier, destroyed, unless You are otherwise allowed to retain such Confidential Information, and You shall certify that You do not retain such Confidential Information.

 

16.1   Privacy Policy. Zipier is committed to respecting the privacy and confidentiality of the personal data of Your Users. The Privacy Policy sets out how Zipier may use Your Users' personal data, and the traffic data and the Content contained in Your Users' uasge of Zipier's Services.

16.2   Objections. If You object to Your Users' personal data being used in the way set out in the Privacy Policy then do not use Zipier's Services.

16.3   Your Users privacy. You shall ensure that Your Users acknowledge and agree that You, Your Administrators, Your Users and Zipier may have access to detailed information about the current and historical activity on an Account, including, without limitation, data gathered by usage of Zipier's Services.

16.4   Zipier usage. You shall ensure that Your Users acknowledge and agree that any personal information accessed by Zipier is processed in accordance with the terms of Zipier's Privacy Policy referred to above.

16.5   Communications. Zipier's Services sends automatted emails or notifications for purposes such as reporting and management which each Administrator and/or User may individually opt out of. In addition You and Your Users agree to receive communications as email or phone calls from Zipier, including but not limited to, support, training, surveys, promotional resources, newsletters and other communications, except where You or Your Users have opted out of such communications. You acknowledge that email addresses and telephone numbers stored in Zipier may be used for communications, and that some communications may not be opted out of.

 

17.1   You or Your Users may be given the option to have paystub payments (direct deposits), federal taxes, state taxes, other taxes, voluntary deductions, and other automatically transacted payments executed by Zipier on Your behalf. If You elect to do so, You authorize Zipier to withdraw funds from Your Org's connected bank account for the sole purpose of completing the transaction as agreed.

Zipier currently transacts payments for free. You acknowledge that Zipier may add a service charge for transacting payments at some future date. You will be given at least 30 days notice for any such change. This service charge will be automatically added to the amount withdrawn from Your Org's connected bank account.

You accept and consent that You or Your Users may elect, by electronic signature, to have certain voluntary deductions administrated by Zipier directly from their paystub.

17.2   Zipier reserves the right to decline to offer, or discontinue the automatic transacted payments feature to You or Your Users at their sole discretion, and with notice.

 

18.1   Headings. The headings for sections herein are for convenience only and shall not affect the meaning of the provisions of these ToS.

18.2   Entire agreement. The terms and conditions of these ToS constitute the entire agreement between You and Zipier with respect to the subject matter hereof and will supersede and replace all prior understandings and agreements, in whatever form, regarding the subject matter. Nothing in this clause shall exclude or restrict the liability of either You or Zipier arising out of fraud or fraudulent misrepresentation.

18.3   Consent. If You wish to do anything that is not permitted under these ToS, You will have to obtain Zipier's prior written consent and explicitly agree upon any further terms.

18.4   Notices. Unless specified otherwise herein:

  • all notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact and
  • notice will be deemed given:
  • when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or
  • when verified by automated receipt or electronic logs if sent by facsimile or email.

18.5   Partial invalidity. If any provision of these ToS, or any part of a provision, is found by any court or administrative body of competent jurisdiction to be illegal, invalid or unenforceable, and the provision (or part-provision) in question is not of a fundamental nature to these ToS as a whole, the legality, validity or enforceability of the remainder of these ToS (including the remainder of the term which contains the relevant provision) shall not be affected.

18.6   No waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided by these ToS or by law shall not constitute a waiver of that right, power or remedy. If Zipier waives a breach of any provision of these ToS this shall not operate as a waiver of a subsequent breach of that provision, or as a waiver of a breach of any other provision.

18.7   Regulatory modifications. Zipier reserves the right to unilaterally modify and/or amend all or any part of these ToS and/or its service contract(s) pursuant to and in compliance with regulatory or legal changes that affect Zipier's Services.

18.8   Credit information. Usage of Zipier's Services may be subject to credit approval by Zipier, and You hereby authorize Zipier to request and obtain reasonable credit information regarding Your Org.

18.9   Assignment. You are not allowed to assign these ToS or any rights hereunder. Zipier is allowed at its sole discretion to assign these ToS or any rights hereunder to any third party, without giving prior notice.

18.10   Applicable law and competent court. Hong Kong is our country of domicile. These ToS shall be governed by and interpreted in accordance with the laws of Hong Kong and shall be subject to the exclusive jurisdiction of the courts of Hong Kong, and construed in accordance with the English language.

18.11   Language. The original English version of these ToS may have been translated into other languages. In the event of inconsistency or discrepancy between the English version and any other language version, the English language version shall prevail.

18.12   Survival. The terms of paragraphs 4, 9, 12, 13, 14 and 15 of these ToS which is expressed to survive or operate in the event of termination, shall survive termination of these ToS for whatever reason.

 

19.1   References. References to the singular include the plural and vice versa, and references to one gender include the other gender.

19.2   Illustrative phrases. Any phrase introduced by the expressions "including", "include", "in particular" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.

19.3   The following terms and expressions shall have the following meanings:

Account: means a conbination of credentials (such as User ID and Password) and other personal information that is used to access Zipier's Services as a person in Your Org;

Administrator: means a User authorised to act on behalf of Your Org, who is responsible for the administration and management of Zipier's Services;

Aggregate Form: means combined information or a statistical measure related to a large number of Zipier Users that would not identify You personally;

Applicable Laws: means all applicable laws and regulations applicable to You or Zipier in each case for the time being in force in any jurisdiction;

Associate: means, with respect to any entity, any other entity directly or indirectly controlling or controlled by, or under direct or indirect common control with such entity;

Confidential Information: means any documentation, any business or technical information of Zipier, and any other information that a reasonable person would recognize is confidential or proprietary to Zipier.

Content: includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible;

IP Rights: means:

  • patents, pending patent applications, designs, trade marks and trade names (whether registered or unregistered), copyright and related rights, database rights, knowhow, trade secrets and Confidential Information;
  • all other intellectual property rights and similar or equivalent rights anywhere in the world which currently exist or are recognised in the future; and
  • applications, extensions and renewals in relation to any such rights;

Password: means a password that You or a User select, which, in combination with the User ID, gives access to Zipier's Services;

Past Due Date: means the date thirty (30) days from the invoice date;

ToS: means these Terms of Service, as may be renewed and/or amended by Zipier from time to time;

User: means an employee, consultant, contractor or end user, that has an Account in Zipier's Services;

User Content: All Content added, created, uploaded, submitted, distributed, or posted to Zipier's Services by Users.

User ID: refers to an identification code that You or a User select, which in combination with the Password, gives access to Zipier's Services;

You or Your: means the entity entering into these ToS, and/or Your Org;

Your Org: the entity on whose behalf You are setting up an Account;

Your Org Data: means data, including email, provided, generated, transmitted or displayed via Zipier's Services by Your Org, Administrators or Users.

Zipier: means Zipier Ltd, operating under the trade name of Zipier, located at Unit 1109 11/F, Kowloon Centre, 33 Ashley Road, Tsim Sha Tsui, Kowloon, Hong Kong;

Zipier Brand Elements: means the trade marks, service marks, trade names, signs, logos, icons, slogans, banners, screen shots, trade dress, links and other brand features and IP Rights that belong to Zipier;

Zipier's Services: any and all the products or services made available to You by Zipier or its Associates, including without limitation the web based service distributed by Zipier or its third party partners, as well as any future versions, improvements, developments, documentation, programming fixes, updates and upgrades thereof, and any associated services;


© Zipier Ltd. Last revised Mar 31, 2017.

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