Terms of Service

Zippiddi Terms and Conditions

Last Updated: December 17, 2022

These are the terms and conditions of use for https://zippiddi.com/ (“Site”). The Site is operated by Zippiddi LLC, a Wyoming Company, (“Zippiddi,” “we,” “us”, or “our”) and is a marketplace that allows users to review, negotiate and trade select consumer goods. These Terms and Conditions of Use, Frequently Asked Questions (“FAQs”), and all other requirements posted on our website, all of which are incorporated into these Terms and Conditions of Use by reference and as amended from time to time (collectively, “Terms”) describe the terms and conditions on which we provide our website (the “Site”), services, data, software, applications (including mobile applications) and tools (collectively “Services”) to you, whether as a guest or a registered user.

In these Terms, “you” and “your” refer to you, (I) the individual accessing and/or using the Services, (II) any electronic agent accessing the Site and/or using the Services on behalf of an individual or business entity, and (III) the business entity on whose behalf an individual or electronic agent is accessing the Site and/or using the Services.

By accessing or using our Site and Services, or by clicking to accept these Terms, you agree to be bound and abide by these Terms in full, regardless of whether you have registered with the service. If you do not agree to these Terms, do not use our Site or any portion of the Services.

These Terms contain provisions that govern how claims between you and us are resolved. This includes an obligation to resolve any claims through arbitration. You will only be permitted to bring claims against us and seek relief on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding, and you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Your use of the Site and Services will be subject to these Terms and by using them you agree to be bound by them. These Terms create a legal contract between you and us. In addition, when using certain parts of the Site and Services, you will be subject to additional terms, policies, or guidelines applicable to such parts of the Service that may be posted on the Site or Services from time to time, including our Privacy Policy, which may be found at www.zippiddi.com/privacy-policy. All such terms, policies and guidelines are incorporated by reference into these Terms. Please read all such terms, policies, and guidelines carefully.

KEY TERMS RELATED TO CONTENT

“Collective Content” means Registered User Content and Zippiddi Content.

“Content” means text, graphics, images, music, software, audio, video, information, or other materials.

“Zippiddi Content” means all Content that Zippiddi makes available through the Service, including any Content licensed from a third party, but excluding Registered User Content.

“Registered User” means a person who completes Zippiddi’s account registration process, as described under “Account Registration” below.

“User” means a person who completes Zippiddi’s account registration process, as described under “Account Registration” below.

“User Content” means all Content that a Registered User posts, uploads, publishes, submits, or transmits to be made available through the Service.

Certain areas of the Site and Apps, and your access to or use of parts of the Service or Collective Content, may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms and terms and conditions posted for a specific area of the Site, Apps, Service or Collective Content, the latter terms and conditions will take precedence with respect to your use of or access to that area of the Site, Apps, Service or Collective Content.

YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICE OR BY POSTING ANY CONTENT ON OR THROUGH THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE OR COLLECTIVE CONTENT.

 

USER CONTENT

If you provide us with any text, graphics, photos or other materials or content (“User Content”), you grant us a non-exclusive, perpetual, transferable, irrevocable, assignable, royalty-free, fully paid up, sub-licensable (through multiple tiers) right and license to use, reproduce, distribute (through multiple tiers), create derivative works from, publicly perform, display, store, digitally perform, make or deliver digital audio transmissions, encode, transcode, publish (online, through the Services, on any other website(s), as well as through mobile channels, and offline, in print, radio, television or elsewhere), make, have made, sell, offer for sale, import and commercialize User Content, or any portion thereof, in any manner and context, in any way, in any and all media now known or hereinafter developed and on any device(s), whether or not portable, wired, or wireless, without limitation, throughout the universe. You further agree to waive your right to be identified as the author of User Content and your right to object to derogatory use or treatment of such User Content. If Zippiddi does decide, in its sole discretion, to attribute User Content to you, you hereby grant Zippiddi the right to use your name (and/or any user name), image, likeness, and/or photo with respect to such attribution, and you waive any claims (including, without limitation, any privacy or publicity rights claims) with respect to such use of your name, image, likeness and/or photos. You hereby agree to waive all claims of moral rights associated with being the author of User Content, and to consent to Zippiddi doing all acts that would otherwise constitute an infringement of your moral rights, as well as waive the right to inspect or approve the finished video, photograph, sound track, web site, advertising copy or printed matter that may be used in conjunction therewith or to the eventual use in any media that it might be applied. The rights you grant above are irrevocable during the entire period of the protection of your intellectual property rights associated with such User Content.

You agree that Zippiddi (i) is not under any obligation, whether of confidentiality, attribution or otherwise, and will not be liable for any use or disclosure of any User Content; (ii) is under no obligation to post, display or otherwise use any User Content; (iii) has no obligation whatsoever to provide you any compensation for the use or display of your User Content or otherwise from the exercise of the rights granted under this Section, even if Zippiddi receives compensation therefrom; (iv) has the right (but not the obligation) to monitor the User Content that you or third parties post, and to alter or remove any such User Content; and (v) has the right to disclose User Content and the circumstances surrounding its transmission to any third party in order to operate the Services, to protect ourselves and third parties, and to comply with legal obligations or governmental requests.

You are prohibited from posting any libelous, obscene, defamatory, pornographic, or other materials that would violate any laws. You shall be solely responsible for your own User Content and the consequences of posting or publishing it.

You represent and warrant that any information you provide to us, to other users, or to visitors, including but not limited to User Content, (a) is not false, inaccurate, misleading, obscene or defamatory; (b) is not fraudulent; (c) doesn’t involve the sale of counterfeit or stolen items; (d) doesn’t infringe any third party’s copyright, patent, trademark, trade secret, rights of publicity or privacy, or other right; (e) is yours or you have the necessary licenses, rights, consents, and permissions to such information and to grant the rights and licenses to Zippiddi under all patent, trademark, trade secret, copyright or other proprietary or intellectual property rights in and to any and all such information in the manner contemplated in these Terms; (f) doesn’t violate any law, statute, ordinance or regulation, including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising; and, (g) doesn’t contain any viruses or any programming that is intended to damage, interfere with, intercept or expropriate any system, data or personal information; and (h) is not intended to circumvent or violate the letter and spirit of these Terms and the lawful functioning of Zippiddi’s marketplace.

You further represent and warrant that you have the written consent, release, and/or permission of every person identified in any information you provide, including but not limited to User Content, to use the name or likeness of such person or, if such persons are minors, the written consent, release, and/or permission of such minor’s parent or legal guardian.

By submitting ideas, suggestions, documents, and/or proposals (“Contributions”) to Zippiddi, you acknowledge and agree that: (I) your Contributions don’t contain confidential or proprietary information; (II) Zippiddi isn’t under any obligation of confidentiality, express or implied, with respect to the Contributions; (III) Zippiddi shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media now known or later developed and throughout the universe; (IV) Zippiddi may have something similar to the Contributions already under consideration or in development; (V) your Contributions automatically become the property of Zippiddi without any obligation of Zippiddi to you; and (VI) Zippiddi is free to use any ideas, concepts, or techniques that you send Zippiddi for any purpose, including but not limited to, developing and marketing products that incorporate such ideas, concepts or techniques; and (VII) you aren’t entitled to any compensation or reimbursement of any kind from Zippiddi under any circumstances. YOU ACKNOWLEDGE AND AGREE THAT, BY ACCESSING OR USING THE SERVICE OR BY POSTING ANY CONTENT ON OR THROUGH THE SERVICE, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED WITH THE SERVICE. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICE OR COLLECTIVE CONTENT.

 

CHANGES TO TERMS AND POLICIES

We may in our discretion change these Terms (including the FAQs or any policy) at any time, but if we do, we will place a notice on our Site. We may also send you an email and/or notify you by some other means. Changes take effect on the date set out in the Terms. You should view these Terms often to stay informed of any changes that may affect you. YOUR CONTINUED USE OF THE SITE AND/OR SERVICES AFTER WE CHANGE THESE TERMS CONSTITUTES YOUR ACCEPTANCE OF THE CHANGES. IF YOU DO NOT AGREE TO ANY OF THE CHANGES, YOU MUST CANCEL YOUR ACCOUNT AND NOT USE ANY PORTION OF THE SERVICES.

The version of these Terms posted on our Site on each respective date you visit the Site will be the Terms applicable to your access and use of the Services on that date. Our electronically or otherwise properly stored copies of these Terms and the Privacy Policy shall be deemed to be the true, complete, valid, and authentic copies of the version of the Terms and the Privacy Policy that were in force on each respective date you visited the Site. We reserve the right to terminate these Terms, or to refuse, restrict, or discontinue access to or use of the Services (or any portions, components, or features thereof) to you or any other person or entity, if you are in breach of the Terms or for any reason or for no reason whatsoever, at any time, without notice or liability.

TRADER

When listing an item for trade and trading an item through the Service, you agree to our rules and policies for Traders. You further agree that you have the legal authority and exclusive right to trade each item that you are listing for trade through the Service and that the photos you upload of the item, name of the item, and any addition information pertaining of the item will be accurate to the item you ship to us.

TRADER OBLIGATIONS

By selecting an item from your virtual closet and entering your password to confirm a trade offer, you are making a binding agreement to trade that specific item to any trade partner who agreed to the terms of the trade offer as well as ship the item in accordance with our FAQ as updated from time to time. When a trader accepts your offer by entering their password to confirm a trade through our Services, you are contractually and legally bound to deliver that exact item listed in the trade offer. TRADERS MUST SHIP items via the shipping carrier of their choice within 3 business days of the trade confirmation email and must obtain a tracking number and receipt from the shipping carrier to verify shipment of item. Traders are required to submit their tracking number through our Site and Services. Traders must ship an item listed on our Sites from the country listed as your address on file (example: if your address on file is in the United States, you cannot use the shipping label provided to you to ship the item from England). Each trader is solely responsible for cost and fees associated with shipping their items to Zippiddi for authentication. We are in no way liable for any item shipped by a trader prior to the item being marked as delivered to one of our authentication centers. We are not liable for any packages that are lost, stolen or damaged in transit to a Zippiddi authentication center. You are obligated to monitor your inventory and ensure all listings are accurate. Once both traders enter their passwords to confirm an offer with each other, under no circumstances may a trader cancel their offer. Failure to fulfill your trade will result in additional charges to you, including a minimum of $15.00 USD, or an amount up to 15% of the transaction amount, in Zippiddi’s sole discretion. If a trader fails to deliver items to Zippiddi in accordance with these Terms, Zippiddi reserves the right to do any or all of the following, in its sole discretion: (i) charge trader’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in Zippiddi’s sole discretion, as a service or penalty fee; (ii) remove any or all of trader’s listings from the Services; (iii) cancel any or all of trader’s orders pending through the Services; (iv) withhold any payments due to trader; (v) place limits on trader’s trading privileges; (vi) charge trader’s payment method for costs, expenses and fees incurred by Zippiddi as a result of trader’s action or inaction, including charging trader for the cost of a replacement, coupons and gift certificates, reprinting fees incurred by Zippiddi, rerouting charges imposed by carriers, and refunds to the trader; and (vii) temporarily or permanently suspend trader’s account.

As a trader, you are required to ensure that the item you are listing exactly matches the image on the item listed in your virtual closet and meets the applicable Condition Standard. If Zippiddi or your trade partner reasonably determines that your item does not conform to the description (including, without limitation, meeting the applicable Condition Standard), or is counterfeit, then, in Zippiddi’s sole discretion, we will charge your payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, as a service fee or penalty fee, plus additional amounts or, as determined in Zippiddi’s discretion, charging you for the cost of a replacement, coupons and gift certificates, reprinting fees incurred by Zippiddi, rerouting charges imposed by carriers, and refunds to the trader. Zippiddi has no obligation to return items to a trader that do not conform to the description (including, without limitation, meeting the applicable Condition Standard), or are counterfeit (in which case, Zippiddi may turn those items over to the proper authorities) at your cost. If cash is added to the trade, Zippiddi will pay you within a reasonable amount of time following completion of the trade. To get paid more quickly, ship your items immediately after your trade is confirmed. To see the fees applicable to trade transactions, please refer to www.zippiddi.com/pricing. You will also receive fee information via email notification when a trade is confirmed, is updated, or a delivery occurs.

Zippiddi is acting solely as an intermediary between each trader on our platform. We do not assume any liability regarding the proper performance of the trade agreement you may conclude with another user through the platform, except for Zippiddi’s specific Services described in the Terms and Conditions. All traders must comply with all laws and regulations applicable to trading their products on Zippiddi’s live marketplace.

OFFER OBLIGATIONS

A trader may place or accept an Offer on an item for trade through the Services. When an offer is accepted by two respective traders, each trader is obligated to pay for any fees associated with trading that item. WHEN YOU PLACE OR ACCEPT A TRADE OFFER, YOU ARE COMMITTING TO TRADE THE ITEM AS SOON AS YOUR TRADE IS MARKED AS CONFIRMED AND YOU ACKNOWLEDGE THAT PAYMENT OF ANY CHARGES/FEES ASSOCIATED WITH A TRADE WILL BE TAKEN FROM YOUR PAYMENT METHOD. To be an eligible trader you must have a billing address and shipping address within the US as well as an active card on file. In general, we charge your payment method immediately upon purchase and, when cash is included in the trade, we pay the receiving trader when the transaction is complete. You will not receive any interest on the purchase amount while the transaction is being fulfilled. You might be required to pay certain fees as described when placing your trade offer, as updated from time to time. If your payment fails or is rejected for any reason (e.g., purchase exceeds credit card limit, card is cancelled, chargeback is requested), Zippiddi reserves the right to do any or all of the following, in its sole discretion: (i) charge trader’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in Zippiddi’s sole discretion, as a service fee or penalty fee; (ii) remove any or all of trader’s Offers from the Services; (iii) cancel any or all of trader’s orders pending through the Services; (iv) withhold refunds or payments due to trader; (v) place limits on trader’s trading privileges; (vi) charge trader’s payment method for costs, expenses and fees incurred by Zippiddi as a result of trader’s action or inaction; and (vii) temporarily or permanently suspend trader’s account. ALL TRADES ARE FINAL ONCE THE ITEM IS AUTHENTICATED AND DELIVERED, AND NO REFUND REQUESTS WILL BE HONORED REGARDLESS OF THE CURRENT VALUE OF THE ITEM. If you experience a problem with your trade or an item, please contact us at support@zippiddi.com. If there is a problem with an item you received, you must contact us at www.zippiddi.com/create-a-ticket/ or support@zippiddi.com within 24 hours after receiving the item (any item marked as delivered by shipping carrier) with a detailed description of the problem. Zippiddi verification tags or stickers that are attached to items must not be removed, or the items will not be eligible for return or exchange under any circumstance (including damage in transit).

ACCOUNT REGISTRATION, PASSWORD, AND SECURITY

To view or browse the marketplace as well as access certain features of the Service, you must register to create an account (“Account”) and become a “Registered User”. All users must create an account using an email address and password. To list and make offer items for trade (“Offer”) or offer to purchase items (“Offer”), you must create an account and have a valid credit card or other approved payment method on file with our third-party payment processors. You agree that we may charge your credit card or other payment method for amounts you owe as described in these terms, as well as any costs or losses arising from your violation of the Terms. When you register to create an account with us, you agree to provide accurate, current, and complete information about yourself and must not register under a false name or age or use an unauthorized payment method. We reserve the right to suspend or terminate your Account for any reason at our discretion, including if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether you have or have not authorized such activities or actions. It is your sole responsibility to restrict access to your computer, and you agree to accept full responsibility for any, and all, activities that occur under your account or password. You agree to notify us immediately upon learning of any unauthorized use of your account or password, or any other unauthorized access or breach of security. However, you may be held fully liable for losses incurred by Zippiddi or any other person or entity due to another person using your account or password. You will immediately notify us of any unauthorized use of your Account by contacting us at support@zippiddi.com. You may not use any other user’s account or password at any time without the express permission and consent of the holder of that account or password. You may not transfer or assign your account.

ABOUT ZIPPIDDI MARKETPLACE

The Site and Services are intended for use only by persons who are at least 18 years of age. By using the Site and Services you confirm and agree that you meet this requirement and that, if you are under the age of 18, you have received full authorization and permission from your parent, guardian, or caregiver before using the Site and Services.

Zippiddi provides a platform for users to transact and facilitate trades for specific items with each other. We do not take title to any items traded amongst any user through our platform, and we do not act as a trader, advocate, or affiliate for any Trader with respect to any such transactions. Zippiddi is a trading platform, we are not an auctioneer or auction house. While we may help facilitate trades, resolution of disputes, and may provide certain guarantees regarding authenticity, we do not otherwise guarantee (I) the existence, quality, safety or legality of the items advertised; (II) the truth or accuracy of any Traders’ listings; (III) the ability of Traders to trade item; (IV) the ability for Traders to pay for any costs or fees associated with trading an item; (V) that a Trader will actually complete a trade or return an item; or (VI) the legal transfer of an item from a Trader.

COUNTERFEITS, FRAUD, AND MARKET MANIPULATION

We take counterfeiting, fraud, and market manipulation very seriously. If a Trader provides a counterfeit item or attempts to defraud any user or Zippiddi, we reserve the right to do any or all of the following, at our sole discretion: (i) remove any or all of trader’s listings from the Services; (ii) cancel any or all of trader’s orders pending through the Services; (iii) withhold any payments due to trader; (iv) place limits on user’s trading privileges; (v) charge trader’s payment method for costs, expenses and fees incurred by Zippiddi as a result of trader’s action or inaction, including charging trader for the cost of replacement items, the value of coupons and gift certificates provided to the trader, reprinting fees incurred by Zippiddi, rerouting charges imposed by carriers, and refunds to your trade partner; (vi) ship the item back to the trader at the trader’s cost (including any fees, taxes or duties incurred by Zippiddi); (vii) provide the counterfeit items to law enforcement or destroy the counterfeit items, (viii) temporarily or permanently suspend trader’s account, and (ix) charge trader’s payment method a minimum of $15.00 USD or an amount up to 15% of the transaction amount, in our sole discretion, as a service fee. You hereby agree that each of the foregoing remedies are reasonable and justified upon our discovery of counterfeit items or fraudulent actions, even if those items or actions were not known by the Trader at the time to be counterfeit or fraudulent (e.g., negligent fraud). Trader understands and agrees that if we provide the counterfeit item to law enforcement, trader’s communications and any property claim with respect to that item must be solely with that law enforcement agency and not with us. We may also use fraud protection measures, including algorithms and automated systems to monitor for fraud, which might result in cancellation of listings or trades or account suspension. If this occurs in error, please contact us at, support@zippiddi.com We may also require additional identification information from you if you engage in certain high-value transactions or high overall payment volumes through Zippiddi.

If a trader receives an item that it believes to be counterfeit, the trader must notify Zippiddi in writing within 24 hours of receiving the item, and we will initiate an investigation into the item. The trader shall fully cooperate with us in the investigation and final disposition of the item, including providing photographs and other evidence of the item, filing a criminal report with law enforcement, providing the item to law enforcement, destroying the item, or delivering the item back to us, at our direction. If we elect to have the trader destroy the item, the trader shall provide reasonable proof of destruction to us. In no event may you trade any item (on Zippiddi or elsewhere) that is reasonably believed to be counterfeit.

We may monitor the integrity of the Zippiddi marketplace and may take steps to protect the marketplace as determined by us at our sole discretion (e.g., if we believe a trader is engaging in market manipulation or fraud, including creating false or “dummy” accounts). If Zippiddi believes that a trader attempted to interfere with the free and fair operation of our marketplace, or creates artificial, false or misleading information, or information appearing to mislead with respect to value, pricing, or demand for a product on the Zippiddi marketplace (all of the foregoing in our sole discretion), then, without limiting any other rights of Zippiddi, we reserve the right to do any or all of the following, in its sole discretion: (i) remove any or all of the user’s listings from the Services; (ii) cancel any or all of the user’s orders pending through the Services; (iii) withhold any payments due to the user; (iv) place limits on a user’s trading privileges; (v) charge user’s credit card for costs, expenses and fees incurred by us as a result of the user’s actions; (vi) notify law enforcement of the fraudulent activity; (vii) temporarily or permanently suspend the user’s account, and (viii) charge the user’s credit card an additional service fee of up to $1,000 to cover Zippiddi’s investigation fees and other related costs and expenses.

AUTHENTICATION

As part of the trade transaction, the trader will ship any, and all, items to Zippiddi and we will visually inspect the item and use commercially reasonable efforts to confirm it is authentic and meets our condition standards. If we determine the item is authentic and meets our condition standards, we will ship the item to the respective trader. If we cannot reasonably confirm the authenticity of the item or determine it is not authentic or does not meet our condition standards, then we will notify each trader that the item has not passed authentication and will issue a refund to a respective trader if their item(s) passed authentication. Additionally, Zippiddi has the right to reject any item for any reason, including but not limited to, authenticity, failure to meet our condition standards, or damage of the item. Our policy requires traders to ship items within the specified timeframe provided in the trade confirmation email after confirming trade. However, because we cannot control the amount of time it takes for the item to reach Zippiddi, we cannot guarantee a specific delivery timeframe for any items and therefore, trader is not permitted to cancel the trade if the item does not ship from the trader within the specified timeframe in the trade confirmation email after confirming trade. Once we receive the item from the trader it generally takes 2-3 business days for us to authenticate the item and ship it to the respective trader. If a trader does not receive an item, the trader shall promptly report the issue to us within 24 hours of the latest estimated delivery date. Zippiddi has the right, in our sole and absolute discretion to refuse to accept returns or other refunds. If any trader refuses to accept delivery of a package sent to their address on file, we will consider the property abandoned after thirty (30) days and may charge the respective trader our reasonable expenses incurred due to such refusal to accept delivery.

FEES

Registering for the Service is free, but we charge certain fees based on various transactions on the Service. Our fee structure is outlined in our Fee Policy, which may be found at www.zippiddi.com/fees and is incorporated by reference into these Terms.

We reserve the right to change, or discontinue, temporarily or permanently, some or all such fees (including for promotional events), and such changes are effective when we post information about the changes through the Service. We may also change our Fee Policy at any time and in our sole discretion, and any changes to the Fee Policy are effective upon the posting of such changes to the Site or upon written notice to any user.

ELECTRONIC COMMUNICATIONS

When you use the Services, or send e-mails, text messages, and other communications from your computer or mobile device to us, you are communicating with us electronically. You consent to receive communications from us electronically, such as e-mails, texts, mobile push notices, or notices and messages on this site, and you can retain copies of these communications for your records. 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. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication.  When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your wireless number, you confirm that you want Zippiddi to send you information that we think may be of interest to you, which may include Zippiddi using automated dialing technology to text you at the wireless number you provided, and you agree to receive communications from Zippiddi, and you represent and warrant that each person you register for the Services or for whom you provide a wireless phone number has consented to receive communications from Zippiddi. You agree to indemnify and hold Zippiddi harmless from and against all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.

 

 

 

INTELLECTUAL PROPERTY

You acknowledge and agree that the Service and Collective Content may contain images and descriptions of fashion items and other content that are protected by copyright, trademark, or other laws of the United States and foreign countries. Except as expressly provided in these Terms, Zippiddi and its licensors exclusively own all right, title, and interest in and to the Service and Collective Content, including all associated intellectual property rights. You agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute, remove, obscure, or create derivative works based on any copyright, trademark, service mark, or other proprietary right contained on, incorporated in, or accompanying the Service or Collective Content.

All trademarks, service marks, logos, trade names, and other proprietary designations of Zippiddi (the “Zippiddi Trademarks”) displayed on the Service or Collective Content are trademarks or registered trademarks of Zippiddi. Any other trademarks, service marks, logos, trade names, and other proprietary designations displayed on the Service or Collective Content may be the trademarks or registered trademarks of their respective owners. Nothing in these Terms should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Zippiddi Trademarks, without our prior written permission in each instance. All goodwill generated from the use of Zippiddi Trademarks will inure to Zippiddi’s exclusive benefit.

Subject to your compliance with these Terms, Zippiddi grants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to access, view, and print any Collective Content solely for your personal and non-commercial purposes. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the Service or Collective Content, except as expressly permitted by these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Zippiddi or its licensors, except for the licenses and rights expressly granted in these Terms. Any violation of the foregoing will constitute a breach of these Terms and may result in immediate termination of your right to use the Service.

ACCESS TO DATA

Zippiddi will have access to traders’ personal data which it shall use in accordance with Zippiddi’s Privacy Policy, as updated from time to time. Zippiddi will also have access to non-personal data provided by traders for the use of the Services or which is generated through the provision of those Services. This includes, for example, information on traders’ products to be displayed for barter on the Sites, information provided by traders when creating an account and information on all trades on the Sites. Zippiddi shares information it has access to with third-party service providers to provide the Services and improve customer experience. Zippiddi will also retain such information after a trader deactivates or terminates their account, in accordance with applicable law.

Traders will have access to certain data through their online profile. This includes, for example, detail on their own trade history, including previous Offers. Traders can request access to data about them after deactivating or terminating their account which Zippiddi may be able to provide, provided that the data is still available, and it is permitted to do so under applicable law. Traders will not have access to any personal data provided by other traders. Each trader will also have access to certain data that is publicly made available on the Sites. This includes, for example, Offers, product descriptions and products traded on the Sites.

LIMITATIONS AND RESTRICTIONS

Zippiddi does not provide any guarantee that your items will trade and will not provide any compensation or remedies for items that do not trade through our Services. Zippiddi also does not guarantee how long it will take for a listing to appear in the Services after it is posted and is not responsible for untraded items resulting from any listing delays. Zippiddi conducts periodic scheduled maintenance as well as unscheduled emergency maintenance from time to time. During maintenance periods the Services (or portions thereof) may be temporarily unavailable. You must not and will not do any of the following:

  • use our Services to solicit trades outside of Zippiddi or to contact any user of the Services;
  • use our Services if you are not able to form legally binding contracts or are temporarily or indefinitely suspended from using our Services;
  • upload or transmit any message, information, data, text, software or images, or other content that is unlawful, immoral, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
  • engage in abusive treatment of other users of the Services or any Zippiddi employee;
  • create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Zippiddi representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
  • delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
  • use any of the Services’ communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
  • upload or transmit any unsolicited advertising, promotional materials, “junk mail”, “spam”, “chain letters”, “pyramid schemes” or any other form of solicitation, commercial or otherwise;
  • violate any applicable local, state, national or international law;
  • upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright, or other proprietary rights of any party;
  • delete or revise any material posted by any other person or entity;
  • register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Services if you are not expressly authorized by such party to do so;
  • harvest or otherwise collect information about others, including e-mail addresses;
  • use Zippiddi’s trademarks without our written permission;
  • except to the extent permitted by applicable law (including, in the United States, the Copyright Act 1968 (Cth)), copy, reproduce, reverse engineer, modify, decompile, disassemble or otherwise attempt to derive source code from, create derivative works from, distribute, or publicly display any content (except for your information) or software from our Services without the prior express written permission of Zippiddi and the appropriate third party, as applicable;
  • commercialize all or any part of the Zippiddi Services;
  • use any modified versions of Services, for any reason whatsoever, without the express written consent of Zippiddi;
  • upload or distribute files that contain viruses, Trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
  • use any robot, spider, scraper, or other automated or manual means to access our Services, or copy any information thereon, for any purpose without our express written permission;
  • take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure or otherwise interferes with the functioning of the Services;
  • attempt to gain any unauthorized access to the Sites or the Services, including computer systems, software, or networks;
  • probe, scan, test the vulnerability of or breach the authentication measures of, the Sites or any related networks or systems;
  • bypass our robot exclusion headers, robots.txt rules or any other measures we may use to prevent or restrict access to our Services; or
  • do anything else that we determine, in our sole discretion, misuses the Services or otherwise negatively impacts our marketplace.

Zippiddi reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms, including, without limitation, the suspension or termination of your access and/or account. Zippiddi may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by applicable law, Zippiddi reserves the right at all times to disclose any information as Zippiddi deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Zippiddi’s sole discretion. You also agree to reimburse Zippiddi for any damage, loss, cost or expense Zippiddi incurs (including fees or costs of attorneys, accountants, professional advisors, and other experts incurred in connection with the defense or settlement of the foregoing) because of your use of the Services for any unlawful or prohibited purpose.

MODIFICATION

We reserve the full right, in our sole discretion, to modify, discontinue or terminate the Service and to modify these Terms at any time. If we modify these Terms, we will update the Terms on the Site and will provide notice of the modification either by email or through a general notice on the Site. We will also update the “Last Updated Date” located at the top of these Terms. Please review this page and these Terms from time to time so you are aware of any changes. By continuing to access or use the Service after we have modified the Terms, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, please cease using the Service.

 

INDEMNITY

You shall indemnify, defend and hold Zippiddi and our affiliates and their respective officers, directors, agents and employees harmless from and against all claims, demands, suits or other proceedings, and resulting loss, damage, liability, costs, interest and expenses (including reasonable attorneys’ fees) brought by any third party or governmental claim or demand that involves, relates to or concerns (I) your listing or trade of any counterfeit, stolen, or illegal merchandise or goods, (II) your breach of any provision of the Terms, (III) your improper use of the Services (IV) your violation of any law or the rights of a third party, or (V) federal, state, county, city, or other tax obligation or amounts due or owing under any tax regulation, law, order or decree. We reserve, and you grant to us, the right to assume exclusive defense and control of any matter subject to indemnification by you hereunder. All rights and duties of indemnification that are set forth herein shall survive termination of these Terms.

 

 

LIMITATIONS OF LIABILITY

You agree that you will not sue Zippiddi, and agree that you will not hold Zippiddi responsible, for other users’ content, actions, or inactions. Zippiddi is a marketplace for trading consumer goods. You acknowledge that you are trading items with other users, not Zippiddi. While we may help as your commercial agent facilitate the resolution of disputes, we have no control over and do not guarantee the accuracy, quality, safety, truth, accuracy or legality of User Content, listings, and/or items listed or traded. If you have a dispute with one or more users, while in the commission of a trade, you release and covenant not to sue Zippiddi, its affiliated companies, and our and their respective officers, directors, agents, joint venturers, employees, legal representatives, and suppliers from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such dispute. By entering into this release, you expressly waive any protections (whether statutory or otherwise – e.g., California Civil Code § 1542) that would otherwise limit the coverage of this release to include only those claims, which you may know or suspect to exist in your favor at the time of agreeing to this release.

ZIPPIDDI AND/OR OUR THIRD PARTY SUPPLIERS OR LICENSORS DO NOT REPRESENT, WARRANT OR COVENANT THAT THE SYSTEM AND THE SERVICES, ARE OR WILL BE ACCURATE, CURRENT, COMPLETE, FREE OF TECHNICAL AND TYPOGRAPHICAL ERRORS, SECURE, RELIABLE, OR APPROPRIATE FOR ANY PARTICULAR USE TO WHICH YOU OR ANY THIRD PARTY MAY CHOOSE TO PUT THEM, THAT THEY ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR-FREE BASIS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SYSTEM AND SERVICES, ARE FREE OF VIRUSES OR OTHER DISABLING DEVICES OR HARMFUL COMPONENTS. ZIPPIDDI PERIODICALLY AMENDS, CHANGES, ADDS, DELETES, UPDATES, OR ALTERS THE SYSTEM AND THE SERVICES WITHOUT NOTICE. FURTHER, ZIPPIDDI ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SYSTEM OR THE SERVICES. ZIPPIDDI SPECIFICALLY DISCLAIMS ANY DUTY TO UPDATE THE CONTENT, OR ANY OTHER INFORMATION ON THE SYSTEM OR THE SERVICES.

YOU AGREE THAT YOU ARE MAKING USE OF OUR SERVICES AT YOUR OWN RISK, AND THAT THE SERVICES ARE BEING PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZIPPIDDI (INCLUSIVE OF ANY OF ITS SERVICE PROVIDERS AND LICENSORS) MAKES NO WARRANTY OR GUARANTIES OF ANY KIND WITH RESPECT TO OUR SERVICES, ANY ITEMS (INCLUDING STORED ITEMS), ANY USER CONTENT, OR THAT TRADERS OR USERS WILL PERFORM AS PROMISED. ACCORDINGLY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND ANY WARRANTIES IMPLIED BY A COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.

IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ZIPPIDDI (INCLUDING OUR AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS) ARE NOT LIABLE, AND YOU AGREE NOT TO HOLD ZIPPIDDI RESPONSIBLE, FOR ANY DAMAGES OR LOSSES (INCLUDING, BUT NOT LIMITED TO, LOSS OF MONEY, GOODWILL OR REPUTATION, PROFITS, OR OTHER INTANGIBLE LOSSES OR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES) RESULTING DIRECTLY OR INDIRECTLY FROM (I) THE USER CONTENT YOU PROVIDE USING THE SERVICES, OR CONTENT OF THIRD PARTIES (II) YOUR ACCESS TO, USE OF, INABILITY TO ACCESS OR USE THE SERVICES, OR RELIANCE ON THE SERVICES; (III) PRICING, SHIPPING, FORMAT, OR OTHER GUIDANCE PROVIDED BY ZIPPIDDI, (IV) DELAYS OR DISRUPTIONS IN OUR SERVICES, (V) VIRUSES OR OTHER MALICIOUS SOFTWARE OBTAINED BY ACCESSING OUR SERVICES OR THOSE OF ANY SITE, SERVICES, OR TOOLS LINKED TO OUR SERVICES; (VI) GLITCHES, BUGS, ERRORS, OR INACCURACIES OF ANY KIND IN OUR SERVICES, (VII) DAMAGE TO YOUR HARDWARE DEVICE FROM THE USE OF ANY SERVICE, (VIII) THE CONTENT, ACTIONS, OR INACTIONS OF THIRD PARTIES, INCLUDING ITEMS LISTED USING OUR SERVICES OR THE DESTRUCTION OF ALLEGEDLY FAKE ITEMS, (IX) A SUSPENSION OR OTHER ACTION TAKEN WITH RESPECT TO YOUR ACCOUNT, (X) THE DURATION OR MANNER IN WHICH ITEMS YOU LIST APPEAR ON THE SERVICES, OR (XI) YOUR NEED TO MODIFY PRACTICES, CONTENT OR BEHAVIOR, OR YOUR LOSS OF ABILITY TO DO BUSINESS, AS A RESULT OF CHANGES TO THESE TERMS OR OUR POLICIES. UNDER NO CIRCUMSTANCES SHALL ZIPPIDDI, OR ITS AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS, BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR SIMILAR DAMAGES OR COSTS (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO PROPERTY, LOSS OF USE, BUSINESS INTERRUPTION, AND CLAIMS OF THIRD PARTIES) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SERVICES, OR ANYTHING DESCRIBED IN THE FOREGOING CLAUSES (I) THROUGH (XI) OF THIS PARAGRAPH, OR ANY OTHER CAUSE BEYOND THE CONTROL ZIPPIDDI, EVEN IF ZIPPIDDI WAS ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES OR COSTS.

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES. IN A JURISDICTION THAT DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN DAMAGES, THE AGGREGATE LIABILITY OF ZIPPIDDI, OR ITS AFFILIATED COMPANIES, AND OUR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES, LEGAL REPRESENTATIVES, AND SUPPLIERS, SHALL BE LIMITED IN ACCORDANCE WITH THESE TERMS OF USE TO THE FULLEST EXTENT PERMITTED BY LAW.

WITHOUT LIMITING ANY OF THE FOREGOING, IF ZIPPIDDI, ITS CONTRACTORS, SUPPLIERS, CONTENT PROVIDERS, OR ANY OF THE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, OR AGENTS OF ANY OF THE FOREGOING, IS FOUND LIABLE TO YOU OR TO ANY THIRD PARTY AS A RESULT OF ANY CLAIMS OR OTHER MATTERS ARISING UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, ZIPPIDDI AND SUCH PARTIES’ CUMULATIVE, AGGREGATE, AND MAXIMUM LIABILITY FOR ALL SUCH CLAIMS AND OTHER MATTERS IN ANY CALENDAR YEAR SHALL NOT EXCEED (A) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) USD $100.

DISPUTE RESOLUTION AND ARBITRATION WITH ZIPPIDDI

You and Zippiddi agree that any claim or dispute at law or equity that has arisen or may arise between us relating in any way to or arising out of the Terms or your use of, or access to, the Services, will be resolved in accordance with the provisions set forth in this section. PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS AND WILL HAVE A SUBSTANTIAL IMPACT ON HOW CLAIMS YOU AND ZIPPIDDI HAVE AGAINST EACH OTHER ARE RESOLVED.

You agree that, except to the extent inconsistent with the Federal Arbitration Act (“FAA”) or preempted by federal law, the laws of the State of Michigan, without regard to principles of conflict of laws, will govern these Terms and any claim or dispute that has arisen or may arise between you and Zippiddi. Legal notices shall be served on Zippiddi’s national registered agent (in the case of Zippiddi) or your email address on file with us (in your case). Notice by us to you shall be deemed given twenty-four (24) hours after the email is sent. Alternatively, we may give you legal notice by mail to any physical address you have on file with us. In such case, notice shall be deemed given three (3) days after the date of mailing, regardless of whether any such notice is returned to us. It is your responsibility to keep your contact information updated.

You and Zippiddi each agree that all disputes or claims that have arisen or may arise between you and Zippiddi relating in any way to or arising out of the Terms or your use of or access to the Services, shall be resolved exclusively through final and binding arbitration, rather than in court. Alternatively, you may assert your claims in small claims court, if your claims qualify and so long as the matters remains in such court and advances only on an individual (non-class, non-representative) basis. The FAA governs the interpretation and enforcement of this Agreement to Arbitrate.

IN ALL EVENTS, EACH PARTY HEREBY KNOWINGLY, VOLUNTARY, AND INTENTIONALLY, WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THESE TERMS OR YOUR USE OF OR ACCESS TO THE SERVICES. THE PARTIES FURTHER AGREE THAT, IF AND TO THE EXTENT THIS AGREEMENT TO ARBITRATION DOES NOT APPLY TO ANY CLAIM, THAT CLAIM WILL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

  1. PROHIBITION OF CLASS AND REPRESENTATIVE ACTIONS AND NON-INDIVIDUALIZED RELIEF (THE “CLASS ACTION WAIVER”). YOU AND ZIPPIDDI AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. UNLESS BOTH YOU AND ZIPPIDDI AGREE OTHERWISE IN A SEPARATE WRITING, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, CLASS, OR PRIVATE ATTORNEY GENERAL ACTION OR PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER ZIPPIDDI USERS. IF A COURT DECIDES THAT APPLICABLE LAW PRECLUDES ENFORCEMENT OF ANY OF THIS PARAGRAPH’S PROHIBITIONS ON CLASS, REPRESENTATIVE, OR PRIVATE ATTORNEY GENERAL ACTIONS OR PROCEEDINGS AS TO ANY CLAIM, THEN THAT CLAIM (AND ONLY THAT CLAIM) MUST BE SEVERED FROM THE ARBITRATION AND RESOLVED IN COURT, SUBJECT TO YOUR AND ZIPPIDDI’S RIGHT TO APPEAL THE COURT’S DECISIONS. ALL OTHER CLAIMS WILL BE ARBITRATED.
  2. Arbitration Procedures. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. However, an arbitrator can award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator should also apply the Terms as a court would. All issues are for the arbitrator to decide, except that issues relating to the interpretation or enforceability of the CLASS ACTION WAIVER will be resolved by a court of competent jurisdiction. Other than issues related to the CLASS ACTION WAIVER, the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement to Arbitrate, any part of it, or of the Terms including, but not limited to, any claim that all or any part of this Agreement to Arbitrate or the Terms is void or voidable.

The arbitration will be conducted by the American Arbitration Association (“AAA”) under its rules and procedures, including the AAA’s Consumer Arbitration Rules (as applicable), as modified by this Agreement to Arbitrate. The AAA’s Supplementary Rules for Class Arbitrations will not apply. The AAA’s rules are available at www.adr.org or by calling the AAA at 1-800-778-7879. The use of the word “arbitrator” in this provision shall not be construed to prohibit more than one arbitrator from presiding over an arbitration; rather, the AAA’s rules will govern the number of arbitrators that may preside over an arbitration conducted under the Agreement to Arbitrate.

A party who intends to seek arbitration must first send to the other, by certified mail, a completed form Notice of Dispute (“Notice”), available by contacting us at support@zippiddi.com. A Notice to Zippiddi should be sent to 16057 Tampa Palms Blvd W #583, Tampa, FL 33647 or via email to legal@Zippiddi.com. Zippiddi will send any Notice to you to the physical address we have on file associated with your Zippiddi account; it is your responsibility to keep your physical address up to date. All information called for in the Notice must be provided, including a description of the nature and basis of the claims the party is asserting and the relief sought.

If you and Zippiddi are unable to resolve the claims described in the Notice within 30 days after the Notice is sent, you or Zippiddi may initiate arbitration proceedings. A form for initiating arbitration proceedings is available on the AAA’s website at www.adr.org. In addition to filing this form with the AAA in accordance with its rules and procedures, the party initiating the arbitration must mail a copy of the completed form to the opposing party. You may send a copy to Zippiddi at the following address: 16057 Tampa Palms Blvd W. #583, Tampa, FL 33647 attn: Legal Department. In the event Zippiddi initiates arbitration against you, it will send a copy of the completed form to any physical address we have on file associated with your Zippiddi account (or your email address if no physical address is on file). Any settlement offer made by you or Zippiddi shall not be disclosed to the arbitrator.

The arbitration shall be held in the jurisdiction of our choice. If the value of the relief sought is $10,000 or less, you or Zippiddi may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and Zippiddi subject to the arbitrator’s discretion to require an in-person hearing if the circumstances warrant. In cases where an in-person hearing is held, you and/or Zippiddi may attend by telephone, unless the arbitrator requires otherwise.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Florida, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Zippiddi users but is bound by rulings in prior arbitrations involving the same Zippiddi user to the extent required by applicable law. The arbitrator’s award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

  1. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules, unless otherwise stated in this Agreement to Arbitrate.
  2. Severability. With the exception of any of the provisions in the CLASS ACTION WAIVER, if an arbitrator or court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply.
  3. Opt-Out Procedure. If you are a new user of our Services, you can choose to reject this Agreement to Arbitrate by notifying us in writing that you opt-out (“Opt-Out Notice”). Your Opt-Out Notice must be postmarked no later than 30 days after the date you accept the Terms for the first time. You must mail your Opt-Out Notice to: Zippiddi LLC, 16057 Tampa Palms Blvd W. #583, Tampa, FL 33647 attn: Legal Department.

Your Opt-Out Notice should state that you opt-out of this Agreement to Arbitrate and provide your name, address (including street number and address, city, state, and zip code), phone number and the email address(es) used to log in to the Zippiddi account(s) to which the opt-out applies. You must sign and date the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Agreement to Arbitrate. If you opt out of the Agreement to Arbitrate, all other parts of the Terms will continue to apply. Opting out of this Agreement to Arbitrate has no effect on any previous, other, or future arbitration agreements that you may have with us.

  1. Future Amendments to the Agreement to Arbitrate. Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any amendment to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that amendment shall not apply to any claim that was filed in a legal proceeding between you and Zippiddi prior to the effective date of the change. The amendment shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen or may arise between you and Zippiddi. We will notify you of amendments to this Agreement to Arbitrate by posting the amended terms on https://www.zippiddi.com at least thirty (30) days before the effective date of the amendments and by sending notice via email to your email address on file with us. If you do not agree to the amended terms, you may close your account within the thirty (30) day period and you will not be bound by the amended terms.

DMCA NOTICE

If you’re a copyright owner or an agent of a copyright owner and believe that any User Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Zippiddi’s Copyright Agent with the following information in writing, (pursuant to 17 U.S.C. 512(c)(3)):

  1. The physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit Zippiddi, the service provider, to locate the material
  4. Information reasonably sufficient to permit Zippiddi to contact you, such as an address, telephone number, and, if available, an email address
  5. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  6. A statement, under penalty of perjury, that the information in the notification is accurate that you’re authorized to act on behalf of the owner of an exclusive right that is allegedly infringed

You must provide notice of claimed infringement to Zippiddi’s designated Copyright Agent at 16057 Tampa Palms Blvd W. #583, Tampa, FL 33647, email: copyright@zippiddi.com. You acknowledge that if you fail to comply with all the requirements of this Section, your DMCA notice may not be valid

If you believe that your User Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the material in your User Content, you may send a counter-notice containing the following information to the Copyright Agent at the address(es) listed above

  1. Your physical or electronic signature
  2. Identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled

iii A statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or a misidentification; and

  1. Your name, address, telephone number, and e-mail address, a statement that you consent to the jurisdiction of the federal court in Detroit, Michigan, and a statement that you will accept service of process from the person who provided notification of the alleged infringement

If a counter-notice is received by Zippiddi’s Copyright Agent, Zippiddi may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed User Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the User Content provider, member or user, the removed User Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at Zippiddi’s sole discretion.

TYPOGRAPHICAL ERRORS

The Sites and the Services could include technical inaccuracies or typographical errors. Zippiddi shall have no liability in connection with any such inaccuracies or errors, nor shall Zippiddi have any obligation to identify and/or correct any such inaccuracies or errors.

 

LINKS TO OTHER WEBSITES

For your convenience, certain hyperlinks may be provided on the Sites and Services that link to other websites or social media platforms which are not under the control of Zippiddi (the “Linked Websites”). Zippiddi does not endorse or sponsor any Linked Websites and is not responsible for the availability, accuracy, content, or any other aspect of the Linked Websites. Zippiddi disclaims all liability for such Linked Websites, for all access to and use thereof, and for use of the links to such Linked Websites. We also disclaim all liability, and make no representations or warranties, with respect to any products or services made available, sold, or provided to you by any third party. Your use of Linked Websites and any purchases of products or services from such Linked Websites are subject to the terms and conditions of such other websites. You agree that you will bring no suit or claim against Zippiddi arising from or based upon any such use of any Linked Websites. Hyperlinks to such Linked Websites on the Sites and Services do not imply that: (a) Zippiddi is affiliated or associated with any Linked Website; (b) Zippiddi is legally authorized to use any trademark, trade name, logo, or copyright symbol displayed in connection with or accessible through such links; or (c) any Linked Site is authorized to use any trademark, trade name, logo, or copyright symbol of Zippiddi.

 

DISCLAIMER OF THIRD-PARTY INFORMATION

To the extent that any information, material, or functionality on the Services is provided by third party content providers (“Third-Party Materials”), Zippiddi has no editorial control or responsibility over such Third-Party Materials. Therefore, any opinions, statements, products, services, or other Third-Party Materials are those of the applicable third party. Zippiddi does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of any Third-Party Materials will not infringe rights of third parties not owned by or affiliated with Company.

MOBILE APPLICATIONS AND IN-APP PURCHASES

You acknowledge and agree that the availability of our mobile application is dependent on the third-party stores from which you download the application, e.g., the App Store from Apple or the Android app market from Google (each an “App Store”). Each App Store may have its own terms and conditions to which you must agree before downloading mobile applications from such store, including the specific terms relating to Apple App Store set forth below. You agree to comply with, and your license to use our application is conditioned upon your compliance with, such App Store terms and conditions. To the extent such other terms and conditions from such App Store are less restrictive than, or otherwise conflict with, the terms and conditions of these Terms of Use, the more restrictive or conflicting terms and conditions in these Terms of Use apply.

Through our mobile applications, you may purchase (“In-App Purchase”) certain goods or features designed to enhance the performance of the Services. When you make an In-App Purchase, you are doing so through either the Apple iTunes service or the Google Play service and you are agreeing to their respective Terms and Conditions, available at http://www.apple.com/legal/internet-services/itunes/us/terms.html and http://play.google.com/intl/en_us/about/play-terms.html). Zippiddi is not a party to any In-App Purchase.

APPLE APP STORE

These Terms apply to your use of all the Services, including our iOS applications (the “Application”) available via the Apple, Inc. (“Apple”) App Store, but the following additional terms also apply to the Application:

  1. Both you and Zippiddi acknowledge that the Terms are concluded between you and Zippiddi only, and not with Apple, and that Apple is not responsible for the Application or the Content;
  2. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services;
  3. You will only use the Application in connection with an Apple device that you own or control;
  4. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
  5. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
  6. You acknowledge and agree that Zippiddi, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
  7. You acknowledge and agree that, in the event of any third-party claim that the Application or your possession and use of the Application infringes that third party’s intellectual property rights, Zippiddi, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
  8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
  9. Both you and Zippiddi acknowledge and agree that, in your use of the Application, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
  10. Both you and Zippiddi acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.
  11. In the event you use the Application to provide you with real-time route guidance, YOUR USE OF THIS REAL-TIME ROUTE GUIDANCE APPLICATION IS AT YOUR SOLE RISK. LOCATION DATA MAY NOT BE ACCURATE.

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