Effective Date: July 8, 2021
Please see the Zipwhip Terms of Service https://www.zipwhip.com/terms for the terms and conditions that apply to Zipwhip’s cloud-based services (including Zipwhip’s Application Program Interfaces, platforms and applications) that enable our business customers to send and receive text messages through their business landlines.
Before accessing and using the Site, please read these Site Terms carefully because they constitute a legal agreement between Zipwhip and you. BY USING THE SITE, YOU AFFIRM THAT:
- YOU HAVE READ AND UNDERSTAND THESE SITE TERMS;
- YOU WILL COMPLY WITH THE SITE TERMS; AND
- YOU ARE AT LEAST THE AGE OF LEGAL MAJORITY IN YOUR PLACE OF RESIDENCE AND OTHERWISE LEGALLY COMPETENT TO ENTER INTO CONTRACTS.
IMPORTANT NOTE: These Site Terms contain provisions that limit Zipwhip’s liability to you and require you to resolve any dispute with us on an individual basis and not as part of any class or representative action. Please see “DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY” (Section 8) and “DISPUTE RESOLUTION” (Section 10) below for more information.
- CHANGES TO SITE TERMS
The Effective Date of these Site Terms is set forth at the top of this webpage. As we add new features to the Site, we may need to modify these Site Terms. When we modify these Site Terms, we will update the Effective Date and, when possible, we also will provide you with advance written notice of our changes. We will not make changes that have a material retroactive effect unless we are legally required to do so or to protect the rights of other Site users. Your continued use of the Site after the Effective Date constitutes your acceptance of the amended Site Terms. The amended Site Terms supersede all previous versions of agreements, notices or statements of or about the Site Terms.
- ADDITIONAL TERMS
Additional terms and conditions may apply to certain features of the Site. When presented to you, you must agree to the additional terms before using the features to which they apply. These Site Terms and the additional terms will apply equally unless an additional term is irrevocably inconsistent with these Site Terms, in which case the additional term will prevail but solely to the extent of the inconsistency.
We do not and cannot guarantee the privacy or security of information provided by you through the Site. You are responsible for using the precautions and security measures best suited for your situation and intended use of the Site. We reserve the right at all times to disclose any information as we deem necessary to satisfy any applicable law, regulation, legal process or governmental request.
- ZIPWHIP CONTENT
The Site, including any information, graphic, artwork, text, video clip, audio clip, trademark, logo and other content provided on, in or through the Site (collectively, "Zipwhip Content") is owned by Zipwhip or its licensors and protected under both United States and foreign copyright, trademark and other laws.
Zipwhip grants to you a nonexclusive, nontransferable and limited license (without the right to sublicense) to access and use the Site and download, print and/or copy Zipwhip Content solely for your own use and subject to these Site Terms. You acknowledge that the trade secrets and intellectual property embodied in the Site are not and will not be licensed or otherwise disclosed to you. All rights not expressly granted herein are reserved by Zipwhip.
These Site Terms and your use of the Site grant you only the limited rights described in these Site Terms. Nothing contained in these Site Terms grants by implication, estoppel or otherwise, any license or right in or to Zipwhip’s trademarks, logos or service marks (“Marks”), patents, trade secrets or other intellectual property embodied in the Site. Unauthorized use of any of the Marks or our other intellectual property may violate law.
- USING THE SITE
- copy, modify, adapt, translate, reverse engineer, decode or otherwise attempt to derive or gain access to any portion of the Site or Zipwhip Content;
- remove any copyright, trademark or other proprietary rights notice contained in the Site or Zipwhip Content;
- use any robot, spider, search/retri eval application or other automated device, process or means to access, retrieve, scrape or index any portion of the Site;
- rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available the Site or any feature or functionality of the Site to any third party for any reason;
- reformat or frame any portion of the web pages that are part of the Site;
- collect or store personal data about any other user without his/her express prior written consent; or
- use the Site to send any unauthorized advertisement, junk mail or other unsolicited or unauthorized commercial or promotional content.
5.1. Eligibility: You must be the age of legal majority or older in your place of residence to use the Site. Persons who are not of the age of majority are not eligible to use the Site.
5.2. Your Responsibilities: You may use the Site for lawful, non-commercial purposes only. You may not use the Site in any manner that could damage, disable, overburden or impair our servers or networks or interfere with any other party's use and enjoyment of the Site. You may not attempt to gain unauthorized access to the Site or Zipwhip’s computer systems or networks through hacking, password mining or any other means. Without limiting any of the foregoing, you agree that you shall not (and you agree not to encourage or allow any third party to):
Zipwhip has the discretion to terminate your access to the Site without notice for any violation of the above rules.
You are solely responsible for any and all charges, fees and other costs related to use of the Site. If you access and use the Site on your smartphone, tablet or other mobile device, you agree that you are solely responsible for all charges that you incur from your mobile service provider.
5.3. Submissions. Zipwhip may from time to time offer areas in the Site where you and other users can post or otherwise submit suggestions, ideas, notes, concepts or other information or materials to or through the Site (collectively, "Submissions"). By sending, posting or transmitting Submissions to Zipwhip (and/or our designees) through the Site, you grant Zipwhip and our designees a worldwide, non-exclusive, sub-licensable (through multiple tiers), transferable, royalty-free, perpetual, and irrevocable right to use, reproduce, sublicense (through multiple tiers), distribute, create derivative works of, perform and import your Submissions in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to you. In other words, Zipwhip has the automatic right to use your Submissions -- including reproducing, disclosing, publishing or broadcasting your Submissions -- in any medium and for any purpose. Under no circumstances are you entitled to payment if Zipwhip uses one of your Submissions. All Submissions are deemed non-confidential and non-proprietary.
By posting a Submission, you represent and warrant that:
> you own or otherwise control all of the rights to your Submission, including without implied limitation all copyrights;
> your Submission is true and accurate;
> your Submission does not violate the rights of any other person or entity, such as rights of privacy and publicity; and
> your Submission complies with applicable laws, rules and regulations.
You acknowledge and agree that Zipwhip has the right (but not the obligation) to alter, remove or refuse to post or allow to be posted any Submission. Zipwhip takes no responsibility and assumes no liability for any Submission posted by you or any third party. Zipwhip is not responsible for information that you choose to communicate via Submissions.
From time to time, we may offer you the opportunity to participate in free trials, discounts, offers or other promotions (collectively, “Promotions”). You may not transfer, assign, sell, trade or barter any benefit that you receive through our Promotions. Unless required by law, any Promotion-related benefit may not be combined with a benefit received in connection with any other Promotion. EXCEPT AS OTHERWISE EXPRESSLY STATED BY ZIPWHIP, ANY PRIZE, PREMIUM, REWARD OR OTHER BENEFIT IS AWARDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OR GUARANTEE FROM ZIPWHIP, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
We reserve the right to modify, terminate or suspend the availability of Promotions and to correct errors or inconsistencies in Promotion-related materials. We may disqualify any individual who tampers with any Promotion or Promotion-related process. CAUTION: ANY ATTEMPT BY ANY INDIVIDUAL TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF A PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND WE RESERVE THE RIGHT TO SEEK DAMAGES FROM SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.
- LINKS TO OTHER WEBSITES AND SERVICES
The Site may contain links to third-party websites and services, including social media (collectively, “Linked Services”). Linked Services are not under the control of Zipwhip and Zipwhip is not responsible for Linked Services or for any information or materials on, or any form of transmission received from, any Linked Services. You access Linked Services at your own risk. The inclusion of a link does not imply endorsement by Zipwhip of the Linked Services or any association with the operators of the Linked Services. Zipwhip does not investigate, verify or monitor the Linked Services. Zipwhip provides links to Linked Sites for your convenience only. Please check the URL address provided in your browser to see if you are on the Site’s domain.
- DISCLAIMER OF WARRANTIES & LIMITATIONS OF LIABILITY
Zipwhip warrants that Zipwhip has validly entered into these Site Terms and has the legal power to do so. You warrant that you have validly entered into these Site Terms and have the legal power to do so.
You agree to indemnify and defend Zipwhip and its directors, officers, employees and agents from and against all losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorneys’ fees brought against Zipwhip by any third party arising from your Submissions or use of the Site in violation of these Site Terms, the rights of a third party or applicable law. Zipwhip reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. No settlement that affects the rights or obligations of Zipwhip may be made without Zipwhip’s prior written approval.
- GOVERNING LAW; DISPUTE RESOLUTION
All matters related to the Site are governed by the internal laws of the State of Washington, United States, as such laws apply to agreements made and performed therein (without giving effect to the principles of conflicts of laws). Any legal action or proceeding relating to your access to, or use of, the Site shall be instituted in a state or federal court in King County, Washington. You and Zipwhip agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
You and Zipwhip agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to the interpretation or construction of these Site Terms.
YOU AND ZIPWHIP AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING.
- ELECTRONIC CONTRACTING
- GEOGRAPHIC RESTRICTIONS
Our servers and operations are located in the United States and our policies and procedures are based on United States law. The Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation, or that would subject Zipwhip or its affiliates to any registration requirement within such jurisdiction or country.
These Site Terms automatically terminate when you fail to comply with any term or condition of them. Zipwhip may terminate or modify your access to the Site, with or without notice to you, at any time for any reason. For example, Zipwhip may prohibit your use of the Site if Zipwhip believes that you are a minor or otherwise not a business customer.
Termination will not limit any of Zipwhip’s other rights or remedies. Sections 4, 8, 9, 10, 12, 14 and 15, as well as any other provision that must survive in order to give proper effect to the intent and purpose of these Site Terms, shall survive termination.
- CLAIMS OF COPYRIGHT INFRINGEMENT
We respond to notices of alleged infringement as required by the U.S. Digital Millennium Copyright Act (“DMCA”), including by removing or disabling access to material claimed to be the subject of infringing activity. If you have a good faith belief that your work has been copied in a way that constitutes copyright infringement or that your intellectual property rights otherwise have been violated in or through the Site, please send your claim or notice of infringement to our DMCA agent at:
- a physical or electronic signature of the persons authorized to act on behalf of the owner of an exclusive copyright that is allegedly infringed;
- a description of the copyrighted work that you claim has been infringed;
- a description of where in the Site the material that you claim is infringing is located;
- contact information reasonably sufficient to permit Zipwhip to contact you;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- a statement by you, made under penalty of perjury, that the information in your notification to Zipwhip is accurate and that you are the copyright owner or authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- These Site Terms inure to the benefit of and are binding on Zipwhip’s and your successors and assigns, respectively.
- Zipwhip may assign these Site Terms to a successor in interest (in whole or in part) but you may not assign the Site Terms without the prior express written consent of Zipwhip.
- If any provision of these Site Terms is or becomes unenforceable or invalid, the remaining provisions will continue with the same effect as if such unenforceable or invalid provision was not used.
- If Zipwhip fails or you fail to perform any obligation under these Site Terms and the other party does not enforce such obligation, the failure to enforce on any occasion will not constitute a waiver of any obligation and will not prevent enforcement on any other occasion.
- Nothing contained in these Site Terms creates a relationship or partnership, joint venture, or agency between Zipwhip and you.
- If Zipwhip is or you are prevented from performing or unable to perform any obligation under these Site Terms due to any cause beyond the reasonable control of the party invoking this provision, the affected party's performance will be extended for the period of delay or inability to perform due to such cause.
- Headings and captions are for convenience only.
EXCEPT AS EXPRESSLY PROVIDED ABOVE, THE SITE IS PROVIDED "AS IS" AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Zipwhip specifically disclaims all warranties and conditions of any kind, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, freedom from defects, uninterrupted use and all warranties implied from any course of dealing or usage of trade. Zipwhip does not warrant that (a) the Site will meet your requirements, (b) operation of the Site will be uninterrupted or virus- or error-free or (c) errors will be corrected. Any oral or written advice provided by Zipwhip or its authorized agents does not and will not create any warranty. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES WHICH MEANS THAT SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
YOUR USE OF THE SITE IS AT YOUR OWN RISK.
YOU AGREE THAT ZIPWHIP IS NOT LIABLE FOR INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOSS OF USE, DATA OR PROFITS OR BUSINESS INTERRUPTION), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER ARISING IN ANY WAY IN CONNECTION WITH THESE TERMS AND WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) EVEN IF ZIPWHIP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOU ALSO AGREE THAT ZIPWHIP IS NOT LIABLE FOR ANY OTHER CLAIM, DEMAND OR DAMAGES WHATSOEVER RESULTING FROM OR ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE.
THE DISCLAIMERS AND LIMITATIONS IN THIS SECTION 8 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER ANY RIGHT THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
ZIPWHIP’S MAXIMUM LIABILITY FOR ANY TYPE OF DAMAGES ARISING FROM YOUR USE OF THE SITE IS LIMITED TO ONE HUNDRED DOLLARS ($100).
YOU ACKNOWLEDGE AND AGREE THAT THE ABOVE LIMITATIONS OF LIABILITY TOGETHER WITH THE OTHER PROVISIONS IN THESE SITE TERMS THAT LIMIT LIABILITY ARE ESSENTIAL TERMS AND THAT WE WOULD NOT BE WILLING TO GRANT YOU THE RIGHTS SET FORTH IN THESE SITE TERMS BUT FOR YOUR AGREEMENT TO THE ABOVE LIMITATIONS OF LIABILITY.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR".
Attn: Copyright Agent/Legal
300 Elliot Ave. W., Suite 500
Seattle, WA 98119
Email: email@example.com (please include “Infringement Claim/Legal” in the subject line of the email)
Our DMCA Agent will only respond to notices and inquiries that comply with the requirements of the DMCA. Please see www.copyright.gov for more information.
Upon receipt of notification complying with the DMCA, Zipwhip will take steps to remove or disable access to any infringing material and remove or disable access to any link to infringing material. Notifications must include ALL of the following:
If you fail to provide the required information, your notice is not effective. Please see www.copyright.gov for more information. If you knowingly materially misrepresent that material is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.
If you have questions about the Site or these Site Terms, please contact us at:Zipwhip, LLC.
300 Elliott Ave. W., Suite 500
Seattle, WA 98119
1-855-ZIPWHIP (947-9447) (call or text)
Copyright © 2021 Zipwhip, LLC. and/or its affiliates. All rights reserved.