By visiting the Zip.pro web site ("Site"), or any other web site identified therein as part of the Zip.pro Network, or by using any of the Zip.pro services as further defined below ("Services"), you expressly agree to be bound by the TOU and to follow the provisions of the TOU and all applicable laws and regulations governing the Site and the Services.
For the purposes of the TOU, the following words shall be defined as:
Zip.pro delivers or otherwise makes available to Users certain Content on or through any combination of the Site and the Services. The Content provided on or through the Site and the Services includes but is not limited to proprietary and authorized third party information, User Content, listings, directories, text, advertisements, photographs, designs, graphics, images, sound and video recordings, animation and other material and effects. You understand that certain Content and certain links on the Site are provided by external parties such as advertisers, sponsors, content partners, Users (such as yourself) (altogether "Third Parties") and that Zip.pro is not responsible for the accuracy or general acceptability of such Content. Some external links may produce or lead to information that some people find objectionable, inappropriate, or offensive. Zip.pro is not responsible for the accuracy, relevancy, copyright compliance, legality, completeness, timeliness or decency of material contained in any externally linked Web site.
For the Content of any directories available through Zip.pro, Zip.pro does not, nor is it obligated to, fully screen or investigate any Web sites (including those of any businesses) before or after including them in directory listings that become part of the Content on our Sites. Zip.pro makes no representation and assumes no responsibility concerning the Content that Third Parties submit to become listed in any of these directories.
The Content does not reflect the views of Zip.pro, its parent, subsidiary or affiliated companies, or any of its employees, officers, directors, or shareholders. Zip.pro does not assume responsibility or liability for any Content or for any claims, damages, or losses resulting from any use of the Site, the Services, or any of the materials or Content contained therein.
YOU AGREE THAT THE SITE (IN ITS ENTIRETY), THE SERVICES, AND ALL CONTENT THEREIN AND THEREFROM ARE FOR YOUR PERSONAL, NON-COMMERCIAL USE ONLY. You may view, use, copy, retain and distribute the Content only for individual, noncommercial, informational purposes and in compliance with the TOU and all applicable laws. By using the Site and the Services, you agree that you will not copy, reproduce, alter, modify, create derivative works from, rent, lease, loan, sell, distribute or publicly display any of the Content without the prior written consent of Zip.com unless otherwise permitted in this TOU. In addition, you will not use the Content for any unauthorized non-commercial marketing and promotional campaigns, target or mass solicitation campaigns or political campaigning. YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE AND THE SERVICES TO ENABLE THE TRANSMISSION OF UNSOLICITED VOICE MESSAGES, FACSIMILES OR EMAILS IS IN VIOLATION OF THE TOU AND MAY BE IN VIOLATION OF FEDERAL AND/OR STATE LAWS AND REGULATIONS THAT MAY SUBJECT YOU TO CERTAIN PENALTIES.
You are expressly prohibited from data mining, scraping, crawling, or using any robot, other automatic device, script, technology or processes that send automated queries to the Site, or from using other similar methods and tools to gather or extract any Content from the Site. You may not use the Site and the Services to compile data (or any other portion of the Content), in a manner that is used or usable by a competitive listing product or service. You may not use any device, software or routine to interfere or attempt to interfere with the proper functioning and display of the Site and proper operation and usage of the Services by any other authorized users and third parties. You are prohibited from modifying or obscuring the manner in which the Site is displayed or the Services are used, including framing, scraping or any other technique that would alter the visual display of the Site or the visual display of the Services and the Content. You may not obscure advertisements displayed as part of the Site and the Services, nor modify the advertisements and listings in a way that is unauthorized. Unless expressly authorized by Zip.pro in our sole and absolute discretion, you may not link to the Site or any portion of the Services (including deep linking to a specific portion of the Sites). Furthermore, you are not permitted to script search or search results of the Sites in a manner that results in the automated display of Material on a third party website. Any use of the Site, the Services, or any portion thereof, in violation of the TOU may result in, among other things, termination or suspension of your rights to use the Site, the Services, or any portion thereof. If you see any objectionable material on the Site, please contact Zip.pro immediately.
You are under no obligation to use or continue to use the Site and/or Services and may temporarily or permanently cease using the Site and/or Services without notice to Zip.pro at any time and at your sole discretion.
You represent and warrant that you posses all necessary legal rights, power and authority to use, submit, or otherwise contribute the User Content to the Site and the Services. You agree that the User Content contributed by you to the Site will not:
Furthermore, you may not assert or imply that your User Content is in any way sponsored or endorsed by Zip.pro. You are solely responsible for the User Content that you post, and you assume any and all risks and liability that may arise from your User Content. Zip.pro reserves the right, but not the obligation, to refuse to post, reinstate, disable from view or remove any User Content that it determines, in its sole discretion, to be in violation of any of the aforementioned rules. If you see any Content in the Site that violates any term of the TOU, you may promptly report such violations directly to Zip.pro via our 'Contact Us' form.
You understand that your use of the Site and the Services and your submission and/or posting of User Content to the Site or via the Services grants Zip.pro, and its affiliates, an express, perpetual, irrevocable, royalty-free, worldwide, and non-exclusive license to access, store, reproduce, adapt, modify, format, delete, translate, transmit, use, disclose, sublicense, manipulate, prepare derivative works, publish, publicly perform, publicly display, distribute and communicate any and all User Content, without any obligation, notification or compensation to you. You agree and acknowledge that the foregoing license grants to Zip.pro and its affiliates the full right and authority to use User Content for any purpose related to the Site and the Services (and any subsequent version or modification thereof), including the marketing, sale, syndication, and development of the Site, the Services and any successors thereto. This license includes an absolute right and authority for Zip.pro to make the User Content available to sublicense to other companies, organizations or individuals with whom Zip.pro has a relationship for the provision of the Services. You agree and acknowledge that Zip.pro and its affiliates may modify, adapt, reformat, and otherwise alter your User Content to meet the standards, protocols, formats and requirements related to the Site and the Services and any medium by which they are accessible currently or prospectively. You acknowledge and agree that Zip.pro and its affiliates are licensed to transmit or distribute the User Content in all formats and mediums over various networks. The license as described in this Section of the TOU shall terminate upon your removal or Zip.pro's removal of such User Content from the Site and the Services.
You represent and warrant that you posses all necessary legal rights, power and authority to grant to Zip.pro and its affiliates the foregoing license.
Any and all intellectual property rights associated with the Site, the Services, and the Content, including the design, text, graphics, pictures, video, information, applications, software, music, sound, and other files contained therein or related thereto, and the arrangement thereof, and/or contained in the Site, including, without limitation, the Zip.pro company names and logos and all related products and service names, design marks and slogans, any inventive concepts, know-how, publicity rights, trademarks, trade-dress, trade secrets, copyrights and patents (collectively, the "Intellectual Property"), are the sole property of Zip.pro, its wholly-owned subsidiaries, affiliates, or third parties. Notwithstanding the foregoing, Zip.pro agrees that that any and all intellectual property rights associated with any User Content as it is submitted to the Site or via the Services shall belong to the rightful owner of such User Content.
Zip.pro does NOT grant to you, nor does your use of the Site or the Services grant to you, any express or implied rights to any Intellectual Property. All such rights belong to Zip.pro, its subsidiaries, parent companies, affiliates and/or any third party owner of such rights. Furthermore, Zip.pro does NOT grant to you, nor does your use of the Site or the Services grant to you, a license under any copyright, trademark, patent or other intellectual property right in the Site, the Services, or any of the Content, products, processes or technology described therein. Except as otherwise expressly authorized by the TOU, you may not copy, reproduce, modify, reformat, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property in any way without the express written consent of Zip.pro, or the express written consent of the appropriate third party, as applicable. You shall be solely liable for any damages resulting from any infringement of copyright, trademark, or other proprietary right, or any and all harm resulting from your use of or access to the Site, the Services, and the Content.
You are not authorized to (1) use any Zip.pro name or mark, and related marks or any marks in Zip.pro's Intellectual Property portfolio, in any advertising, publicity or in any other commercial manner, (2) use any meta tags or any other "hidden text" utilizing any Zip.pro name or mark, and related marks or any marks in Zip.pro's Intellectual Property portfolio, or (3) use the Zip.pro domain name or any domain name that is confusingly similar to our domain name as a pseudonymous return e-mail address for any communications that you transmit from another location or through another service.
Certain links on the Site or made available via the Services will lead to Web sites that are owned by advertisers, service providers, other Users, or other third parties (collectively "Third Parties"). It is your sole responsibility, and not Zip.pro's responsibility, to monitor when you have accessed a link to a Web site that is not part of the Site (collectively, the "Third Party Site(s)"), and you expressly accept and agree that Zip.pro does not undertake any obligation to expressly notify you (via a pop-up or other interstitial display) when you are about to leave the Site via such a link to a Third Party Site. Third Party Sites may include, without limitation, sites of advertisers, other search and listing service providers, information and referral sources, ratings services, geographic location and navigation services, businesses which allow you to bid for and/or purchase products or services, and other sites of general or specific interest.
Zip.pro makes no representations whatsoever concerning: (1) the information, software or other material appearing on, or accessible through, any Third Party Site (including without limitation, any advertisement for products or services on any Third Party Site), (2) the performance or operation of any Third Party Site (including, without limitation, any transactions initiated or conducted through any Third Party Site, any taxes associated therewith and any use by third parties of user credit card information), (3) any products or services advertised or sold on or through any Third Party Site (including, without limitation, the quality, safety and legality of such products or services or the sale thereof), or (4) the sellers of any products or services advertised or sold on or through any Third Party Site. Zip.pro's reference (including hyperlink text) to any names and marks of Third Parties, Third Party Sites (and any/all services, products, or promotions related to such Third Party Sites), does not constitute or imply Zip.pro's endorsement, sponsorship or recommendation of such Third Party Sites, or the services, products and promotions offered on such Third Party Sites. Zip.pro SHALL NOT BE RESPONSIBLE OR LIABLE, AND YOU AGREE THAT Zip.pro SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY, OR IN CONNECTION WITH YOUR USE OF THIRD PARTY SITES OR YOUR RELIANCE ON ANY SUCH THIRD PARTY CONTENT, GOODS OR SERVICES, AVAILABLE ON OR THROUGH ANY THIRD PARTY SITE. You assume all risks arising out of or resulting from your transaction of business over the Internet, and you agree that Zip.pro is not responsible or liable for any loss or result of the presence of information about Third Parties or links to Third Party Sites. You acknowledge and agree that Zip.pro is not responsible or liable for the availability, accuracy, copyright compliance, legality, legitimacy, decency or any other aspect of the content, advertising, products, services, or other materials on or available from such sites or resources.
Certain Services and Content accessible on and through the Site include search results that may commingle advertising and sponsored business listings ("Paid Advertising Content") with other business listings that are not Paid Advertising Content. You warrant your understanding that Paid Advertising Content will be included in a search results list intermingled with other search results depending on the search terms entered by you (or any other User). We do not undertake to identify which content, if any, is Paid Advertising Content, however, you agree and acknowledge that search results may be displayed in an order or manner which gives priority to Paid Advertising Content.
Any use of the Site, the Services, reliance upon any of the Content, and any use of the Internet generally shall be at your sole risk. Zip.pro disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or the Content accessible by use of the Sites and Services.
Zip.pro delivers via the Site and the Services Content provided and created by advertisers, content partners, software developers, publishers, marketing agents, employees, Users (such as yourself), resellers and other Third Parties. Zip.pro does not and cannot control or guarantee the accuracy of such information, including but not limited to technical inaccuracies or typographical errors in such information. You acknowledge that Zip.pro is not responsible for any information accessible on the Site or included in the Content, including the currency, substance, quality, copyright compliance or legality of such information, nor is Zip.pro responsible for any resulting loss or damage relating to the use of such information. Zip.pro does not investigate, represent or endorse the accuracy, legality, legitimacy, validity or reliability of any products, services, deals, coupons or other promotions ("Third Party Products and Promotions"), other Content sourced from Third Parties, or User Content, including advice, ratings, and recommendations contained on, distributed through, or linked, downloaded or accessed from the Site. Notwithstanding the foregoing, Zip.pro reserves the right, in its sole discretion, to make improvements to, or correct any error or omissions in, any portion of the information accessible on the Site.
Zip.pro DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES OR GUARANTEES REGARDING (1) THE OPERATION OR PERFORMANCE OF THE SITE, THE SERVICES, OR ANY THIRD PARTY SITES LINKED FROM THE SITE, (2) THE NATURE, CONTENT OR ACCURACY (EITHER WHEN POSTED OR AS A RESULT OF THE PASSAGE OF TIME) OF ANY INFORMATION, CONTENT, APPARATUS OR OTHER PROCESS CONTAINED ON, DISTRIBUTED THROUGH, OR LINKED, DOWNLOADED OR ACCESSED FROM THE SITE OR THE SERVICES, (3) ANY PRODUCTS OR SERVICES PURCHASED ON OR THROUGH A THIRD PARTY SITE, OR ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR MATERIAL ON OR IN CONNECTION WITH THIS WEBSITE, OR (4) THE INTERNET GENERALLY. THE SITE AND THE SERVICES (INCLUDING THE CONTENT AND INFORMATION POSTED AND ACCESSIBLE THEREIN) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Zip.pro DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITES, THE SERVICES AND THE CONTENT. Zip.pro DOES NOT WARRANT THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SITES, THE CONTENT OR THE INTERNET GENERALLY, IS FREE OF VIRUSES, ERRORS, OTHER HARMFUL COMPONENTS, OR WILL BE UNINTERRUPTED. Zip.pro FURTHER DISCLAIMS, TO THE FULLEST EXTENT PERMITTED UNDER LAW, ANY AND ALL WARRANTIES, REPRESENTATIONS AND ENDORSEMENTS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES FOR ANY INFORMATION, GOODS, OR SERVICES, OBTAINED THROUGH, ADVERTISED OR RECEIVED THROUGH ANY LINKS PROVIDED BY OR THROUGH THE SITE; OR REGARDING THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY AND PERFORMANCE OF THE SITES, SERVICES AND CONTENT.
IN NO EVENT SHALL Zip.pro BE LIABLE TO YOU OR ANY OTHER USER FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY AS A RESULT OF YOUR USE, MISUSE OR RELIANCE ON THE SITE AND THE SERVICES, EVEN IF Zip.pro IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH (1) THE USE (OR INABILITY TO USE) OR PERFORMANCE OF THE SITE AND THE SERVICES, (2) THE CONTENT OR THE INTERNET GENERALLY, (3) RELIANCE UPON OR PERFORMANCE OF ANY CONTENT CONTAINED IN OR ACCESSED FROM THE SITE OR A THIRD PARTY SITE, OR (5) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF AN ADVERTISEMENT OR OTHER INFORMATION OR CONTENT ON OR IN CONNECTION WITH THE SITE. Zip.pro DOES NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, TIMELINESS OR USEFULNESS OF ANY INFORMATION, APPARATUS, PRODUCT OR PROCESS DISCLOSED ON THE SITE OR OTHER MATERIAL ACCESSIBLE FROM THE SITE. THE FOREGOING LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, OR IF IT IS OTHERWISE DEEMED UNENFORCEABLE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.
You agree to protect, defend, hold harmless, and indemnify Zip.pro, its parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, from and against any and all claims or demands, including but not limited to any and all losses, liabilities, damages, costs or expenses, causes of action, suits, proceedings, judgments, awards, executions, and liens, including reasonable attorneys' fees and costs, whether brought by third parties or otherwise, due to or arising out of: (a) your use of the Services; (b) your breach of any representation, warranty, covenant or obligation set forth in the TOU; (c) any information, User Content, or other material transmitted submitted or provided by you through the Site and the Services, including your use of the Sites and Services to provide a link to another website or to upload content or other information to the Site and, without limitation; (c) your violation of any law, or your violation of the rights of a third party, including the infringement by you of any intellectual property or other right of any person or entity; or (d) your representations or conduct on any Third Party Site that implicates Zip.pro. Zip.pro reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this Section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Zip.pro. The foregoing indemnity obligations will survive any termination of the Terms.
The Digital Millennium Copyright Act ("DMCA") sets forth the law regarding the use of copyrighted materials on the Internet. Individuals or entities submitting notifications of copyright infringement found on the Site to Zip.pro must follow the below procedures. Users who are the subject of a formal DMCA notification may be subject to the termination of their access to the Site and the Services at Zip.pro's sole discretion.DMCA Copyright Infringement Notification Requirements:
ANY NOTICE THAT DOES NOT COMPLY WITH THE REQUIREMENTS OF TITLE 17, UNITED STATES CODE, SECTION 512(C)(3) WILL NOT RECEIVE A RESPONSE. NOTHING IN THIS SECTION IS INTENDED TO EXPAND OR SUPPLEMENT THE LEGAL RIGHTS, PROCEDURES AND REMEDIES AUTHORIZED AND GRANTED UNDER THE DCMA. HOWEVER, COPYRIGHT OWNERS SHOULD BE AWARE THAT THERE ARE SUBSTANTIAL PENALTIES FOR FALSE CLAIMS AND THAT Zip.pro WILL ACTIVELY REFER COMPLAINANTS WHO USE THE DMCA FOR IMPROPER PURPOSES TO RELEVANT LAW ENFORCEMENT AGENCIES.
Zip.pro reserves the right to suspend or terminate the Site or the Services in whole or in part at any time in its sole discretion and without notice to its Users or any other third party. In addition, Zip.pro reserves the right to suspend or terminate your access to the Site and/or the Services at any time in its sole discretion without notice to you in the event that you violate any term of the TOU. A suspension by Zip.pro may include restricting your access to the Site or the Services in whole or in part. If your access is so suspended or terminated, you agree that you will not attempt to access the Site or attempt to utilize the Services by any alias or other disguised or fraudulent identity. If your access is terminated pursuant to this Section, you understand that Zip.pro may but is not obligated to delete at its sole discretion all User Content, including any Directory Listing, submitted by you at any time during your use of the Site and the Services, and that, once deleted, such User Content may not be recoverable.
Zip.pro reserves the right to seek any and all remedies available at law or in equity in connection with a violation of the TOU. Zip.pro reserves the right to investigate complaints or reported violations of the TOU in any manner it deems appropriate and to take any action it deems necessary in response. Such action may include reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties, and you acknowledge that Zip.pro may disclose to such persons or entities certain information relating to user profiles, e-mail addresses, usage history, posted Content, IP addresses and traffic information. You agree that monetary damages may not provide a sufficient remedy to Zip.pro for violations of the TOU and you consent to injunctive or other equitable relief for such violations. Nothing in the TOU is intended to confer upon you or any third parties any rights, remedies, or benefits.
If for any reason a court of competent jurisdiction finds any provision of the TOU to be invalid or unenforceable, the provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of the TOU will continue in effect and remain fully enforceable.
You acknowledge and agree that any cause of action arising out of or related to the Site and the Services must commence within one (1) year after the cause of action accrues, otherwise such cause of action is permanently barred.
These Terms were last modified and effective as of March 9, 2011.