Zepeel Terms of Use Agreement
Welcome to Zepeel, the service for single adults to meet each other online.
Acceptance of Terms of Use Agreement.
Agreement with You. This Agreement is a contract between you, the user of Zepeel's Services (as defined below) and Zepeel Inc., an Ontario corporation (known herein as "Zepeel", "us", or "we" from time to time), that sets out the legally binding terms of your use of the mobile application provided by Zepeel for download from time to time (the "Application") and/or website at www.zepeel.com (the "Website") and/or your membership or other use of any services offered by Zepeel (your "Membership") (collectively known as the "Services"). This Agreement may be modified by Zepeel from time to time, such modifications to be effective upon posting by Zepeel on the Website. By specifically accepting this Agreement during your sign up or by accessing, downloading or using any of the Services, you are acknowledging that you have read, understood and accept the terms set out in the following agreements:
i. this Terms of Use Agreement;
ii. Zepeel's Acceptable Use Policy for Content Posted on the Application/Website;
iii. Zepeel's Privacy Policy;
iv. Zepeel's subscription or membership policies, Membership Criteria and any notices regarding the Application/Website.Electronic Form. By accessing the Application or becoming a Member, you consent to have this Agreement provided to you in electronic form.
Access and Retention. The current version of these agreements are available at (www.zepeel.com/terms-of-use). You are advised to print a copy of this and all related agreements for your records. To retain an electronic copy of this Agreement, you may save it into any word processing program.
Eligibility.
You must be the older of: eighteen (18) years of age or the legal age of majority in your jurisdiction and you must meet the current Membership Criteria of Zepeel to register as a member of Zepeel or use the Services. Your use of the Services or Membership is at the sole discretion of Zepeel and is not permitted in any jurisdiction where prohibited by law.
By using the Services, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement.
Subscription, In-App Purchases; Pricing.
Zepeel reserves the right to increase or decrease the subscription fee when implemented and in-app purchases, to increase or decrease the services associated with the Fees or to implement levels of service (tiered structure) or otherwise vary the pricing structure by giving notice to you by any of the following in its sole discretion: mail, e-mail or by posting a notice on our App Store and Google Play page.
Non-commercial Use by Members.
The Service is for the personal use of individual Members only and may not be used in connection with any commercial endeavors. Organizations, companies, and/or businesses may not become Members and should not use the Services for any purpose. Illegal and/or unauthorized uses of the Application/Website, including collecting names and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Application/Website may be investigated, and appropriate legal action will be taken, including without limitation, civil, criminal, and injunctive redress. Use of the Application/Website is with the permission of Zepeel, which may be revoked at any time, for any reason, in Zepeel's sole discretion.
Account Security.
You are responsible for maintaining the confidentiality of the name and password that you designate during the Registration process, and you are fully responsible for all activities that occur under your name and password. You agree to (a) immediately notify Zepeel of any unauthorized use of your name or password or any other breach of security, and (b) ensure that you exit from your account at the end of each session and to otherwise comply with any instructions given to you by Zepeel with respect to safeguarding your password. Zepeel will not be liable for any loss or damage arising from your failure to comply with this provision. You should use particular caution when accessing your account from a public or shared mobile device/computer so that others are not able to view or record your password or other personal information. You should also take appropriate precautions to protect your computers or mobile devices from breaches of security or theft.
Your Interactions with Other Members.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT ZEPEEL DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS ON ITS MEMBERS. ZEPEEL ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ANY OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. ZEPEEL MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. ZEPEEL RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
IN NO EVENT SHALL ZEPEEL BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER REGISTERED USERS OF THIS SERVICE OR PERSONS YOU MEET THROUGH THIS SERVICE. YOU AGREE TO TAKE REASONABLE PRECAUTIONS IN ALL INTERACTIONS WITH OTHER MEMBERS OF THE SERVICE, PARTICULARLY IF YOU DECIDE TO MEET OFFLINE OR IN PERSON. YOU UNDERSTAND THAT ZEPEEL MAKES NO REPRESENTATIONS OR GUARANTEES, EITHER EXPRESS OR IMPLIED, REGARDING YOUR ULTIMATE COMPATIBILITY WITH INDIVIDUALS YOU MEET THROUGH THE SERVICE AND YOU ARE ADVISED TO USE AN APPROPRIATE LEVEL OF CAUTION AND DILIGENCE BEFORE DECIDING TO ARRANGE A MEETING. YOU ARE ADVISED NEVER TO PROVIDE YOUR FINANCIAL INFORMATION (FOR EXAMPLE, YOUR CREDIT CARD OR BANK ACCOUNT INFORMATION) TO OTHER MEMBERS.
Content on Zepeel.
Proprietary Rights. Zepeel owns and retains all proprietary rights in the Application/Website and the Service. The Application/Website contains the copyrighted material, trademarks, and other proprietary information of Zepeel, and its licensors. Except for that information which is in the public domain or for which you have been given written permission, you may not copy, modify, publish, transmit, distribute, perform, display, or sell any such proprietary information.
Reliance on Content, Advice, Etc. Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by Zepeel, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Zepeel does not: (i) guarantee the accuracy, completeness, or usefulness of any information on the Service, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party that appears on the Application/Website. Under no circumstances will Zepeel be responsible for any loss or damage resulting from your reliance on information or other content posted on the Application/Website or transmitted to or by any Members.
You may be able to access websites, content, products or services provided by third-parties through links that are made available in the Services. We refer to all such websites, content, services and products as "Third-Party Offerings." For example, we may permit third parties to advertise their products and services, and those advertisements may contain links to the website(s) of the advertisers. If you elect to use such Third-Party Offerings, you understand that your use of them will be subject to any terms and conditions required by the applicable third-party provider(s). You understand that we are not the provider of, and are not responsible for, any such Third-Party Offerings and that this Agreement does not grant you any rights to access, use or purchase any Third-Party Offerings. You agree to hold us harmless and indemnify us against any claims arising from your use of Third-Party Offerings.
Content Posted by You on Zepeel.
You are solely responsible for the Content that you publish or display (hereinafter, "Post") on the Service, or transmit to other Members. You will not post on the Service, or transmit to other Members, any defamatory, inaccurate, abusive, nude, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material, or any material that infringes or violates another party's rights (including, but not limited to, intellectual property rights, and rights of privacy and publicity). You will not provide inaccurate, misleading or false information to the Company or to any other Member. If information provided to Zepeel, or another Member, subsequently becomes inaccurate, misleading or false, you will promptly notify Zepeel of such change.
You understand and agree that Zepeel may review and delete any content, messages, videos, photos or profiles (collectively, "Content"), in each case in whole or in part, that in the sole judgment of Zepeel violate this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members.
By posting Content to any public area of Zepeel, you automatically grant, and you represent and warrant that you have the right to grant, to Zepeel, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, copy, perform, display, reproduce, adapt, modify and distribute such information and content and to prepare derivative works of, or incorporate into other works, such information and content, and to grant and authorize sublicenses of the foregoing. You further represent and warrant that public posting and use of your content by Zepeel will not infringe or violate the rights of any third party.
The following is a partial list of the kind of Content that is illegal or prohibited on the Application/Website. Zepeel reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Service and terminating the membership of such violators. It includes, but is not limited to, Content that:
is patently offensive to the online community, such as Content that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;harasses or advocates harassment of another person;
involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
promotes information that is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under the age of 18;
provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
solicits passwords or personal identifying information for commercial or unlawful purposes from other users; and
engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
Your use of the Service, including but not limited to the Content you post on the Service, must be in accordance with any and all applicable laws and regulations.
You may not include in your Member profile any telephone numbers, street addresses, last names, URLs or email addresses.
You may not engage in advertising to, or solicitation of, other Members. This includes but is not limited to solicitation or advertising to buy or sell any products or services through the Service or to attend parties or other social functions or networking for commercial purposes. You may not transmit any chain letters or junk email to other Members. Although Zepeel cannot monitor the conduct of its Members off the Application/Website, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, we reserve the right to restrict the number of messages which a Member may send to other Members in any 24-hour period to a number which we deem appropriate in our sole discretion.
All information you include in your Member profile must be accurate, current and complete.
Prohibited Activities
Zepeel reserves the right to investigate and terminate/delete your membership if you have misused the Service, or behaved in a way which could be regarded as inappropriate or whose conduct is unlawful or illegal. The following is a partial list of the type of actions that you may not engage in with respect to the Service:
You will not impersonate any person or entity.
You will not "stalk" or otherwise harass any person.
You will not express or imply that any statements you make are endorsed by Zepeel without our specific prior written consent.
You will not use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Services or its contents.
You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
You will not remove any copyright, trademark or other proprietary rights notices contained in the Services.
You will not interfere with or disrupt the Services or the site or the servers or networks connected to the Services or the app/site.
You will not post, message/email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Service.
You will not "frame" or "mirror" any part of the Service or the Application/Website, without Zepeel's prior written authorization. You also shall not use meta tags or code or other devices containing any reference to Zepeel or the Service or the site in order to direct any person to any other web site for any purpose.
You will not modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or cause others to do so.
Subscriptions; Charges on Your Billing Account.
Billing and Payment. Zepeel bills you through a third party provider of payment processing services (including but not limited to the Apple Store and Google Play) for use of the Services (known as our "Billing Agent"). You agree to pay the us all charges at the prices you agreed to for any use of the Service by you or other persons (including your agents) using your Billing Account, and you authorize the Zepeel and our Billing Agent that it may determine to charge your chosen payment provider for the Service. You agree to make payment using that selected Payment Method. Zepeel or its Billing Agent may correct any billing errors or mistakes that it makes even if it has already requested or received payment. This Section 10 includes any agreements you made with Zepeel on the Application/Website when becoming a Member or subscribing to the Service. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method.
Sales Taxes. You will be solely responsible for payment of all taxes including sales taxes, fees, duties, and other governmental charges, and any related penalties and interest, arising from the Services purchased both in the home jurisdiction of Zepeel and in the jurisdiction in which you reside ("Taxes") whether or not same are collected by Zepeel. If any Taxes are owed or become owing as a result of a purchase or subscription by you, you agree either, as solely determined by us, to: (i) remit such Taxes to us forthwith upon written demand, or (ii) remit the said Taxes directly to the appropriate taxing authority and indemnify and save harmless Zepeel from any liability to collect or remit same.
Current Information. You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, card number or expiration date), and you must promptly notify the Zepeel and/or the Billing Agent if your Payment Method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password). If you fail to provide us with any of the foregoing information, you agree that you are responsible for fees accrued under your Billing Account. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer.
Reaffirmation of Authorization. Your non-termination or continued use of the Service reaffirms that the Zepeel and its Billing Agent is authorized to charge your Payment Method. Zepeel and its Billing Agent may submit those charges for payment and you will be responsible for such charges. This does not waive Zepeel the right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Service.
Modifications to Service.
Zepeel reserves the right at any time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that Zepeel shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
Blocking of IP Addresses.
In order to protect the integrity of the Service, Zepeel reserves the right at any time in its sole discretion to block Members from certain IP addresses from accessing the Application/Website
Copyright Policy for member content.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Zepeel/Copyright Agent with the following information: an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; a description of the copyrighted work that you claim has been infringed; a description of where the material that you claim is infringing is located on the Application/Website; your address, telephone number, and email address; a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Zepeel's Copyright Agent for notice of claims of copyright infringement can be reached by mail at 316 Rectory Street, Unit AD201, London, N5W 3V9, Ontario, Canada.
Member Disputes.
You are solely responsible for your interactions with other Zepeel Members. Zepeel reserves the right, but has no obligation, to monitor disputes between you and other Members.
Privacy and Communications.
Use of the Application/Website and/or the Service is also governed by our Privacy Policy. When you become a Member, you agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to the Service, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from Zepeel or any entity that Zepeel determines may be of benefit to you. Please see Zepeel's Privacy Policy for more information regarding these communications.
Disclaimers.
Zepeel is not responsible for any incorrect or inaccurate Content posted on the Application/Website or in connection with the Service, whether caused by users of the Application/Website, Members or by any of the equipment or programming associated with or utilized in the Service. Zepeel is not responsible for the conduct, whether online or offline, of any user of the Application/Website or Member of the Service. Zepeel assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. Zepeel is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, mobile devices, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Website or combination thereof, including injury or damage to users and/or Members or to any other person's computer or mobile device related to or resulting from participating or downloading materials in connection with the application/Web and/or in connection with the Service. Under no circumstances will Zepeel or any of its affiliates, advertisers, promoters or distribution partners be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the Application/Website or the Service, any Content posted on the Application/Website or transmitted to Members, or any interactions between users of the Application/Website, whether online or offline. The Application/Website and the Service are provided "AS-IS" and Zepeel expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Zepeel cannot guarantee and does not promise any specific results from use of the Application/Website and/or the Service.
In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Application/Website is for informational and entertainment purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. Zepeel makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Application/Website. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
Links.
The Service may provide, or third parties may provide, links to other World Wide Web sites or resources. Because Zepeel has no control over such apps/sites and resources, you acknowledge and agree that Zepeel is not responsible for the availability of such external apps/sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such apps/sites or resources. You further acknowledge and agree that Zepeel 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 the use of, or reliance upon, any such Content, goods or services available on or through any such app/site or resource.
DISCLAIMERS, LIMITATIONS AND EXCLUSIONS OF LIABILITY - IMPORTANT
A. Limited Warranties
THE SERVICES, THE WEBSITE, THE APPLICATION (INCLUDING ALL DOWNLOADS), ALL INFORMATION, CONTENT, MATERIALS AND SERVICES RELATED TO THE FOREGOING ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW. WE AND OUR AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, SYSTEM INTEGRATION AND ACCURACY OF DATA. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. WE AND OUR AFFILIATES DO NOT WARRANT THAT YOUR USE OF THE SITE OR SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. THE SUBMISSION OF ANY USER CONTENT AND THE DOWNLOAD OR UPLOAD OF ANY MATERIAL THROUGH OUR SERVICE AND/OR SITE IS DONE AT YOUR OWN DISCRETION AND RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL OR FROM RELIANCE UPON THE SITE OR SERVICES, AND YOU ARE ADVISED TO MAINTAIN OFFLINE BACKUP COPIES OF ALL USER CONTENT. WE ARE NOT THE PROVIDER OF, AND MAKE NO WARRANTIES WITH RESPECT TO, ANY THIRD-PARTY OFFERINGS. WE DO NOT GUARANTEE THE SECURITY OF ANY INFORMATION TRANSMITTED TO OR FROM THE SITE OR SERVICE; AND YOU AGREE TO ASSUME THE SECURITY RISK FOR ANY INFORMATION YOU PROVIDE USING THE SITE OR SERVICE.
ï NO REPRESENTATION OR WARRANTY IS MADE THAT THE SERVICES PROVIDE COMPREHENSIVE OR ACCURATE INFORMATION. WE RESERVE THE RIGHT TO FILTER, MODIFY OR REMOVE CONTENT, MEDIA, INFORMATION OR ANY OTHER MATERIAL. YOU UNDERSTAND THAT WE HAVE DEVELOPED OUR TECHNOLOGIES TO FIND INFORMATION THAT WE BELIEVE WILL BE MOST RELEVANT AND INTERESTING TO YOU. ACCORDINGLY, WE MAY IN OUR DISCRETION FILTER OUT LINKS TO CONTENT AGGREGATORS, SEARCH ENGINES OR OTHER ONLINE SERVICES WHOSE TECHNOLOGIES AND SERVICES, IN OUR OPINION, ARE INCONSISTENT WITH THESE OBJECTIVES.
Limitation Of Liability
USE OF THE SERVICES ARE AT YOUR OWN RISK.IN NO EVENT WILL WE OR OUR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT AND THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEABLE AND EVEN IF WE WERE ADVISED THAT SUCH DAMAGES WERE LIKELY OR POSSIBLE. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT AND YOUR USE OF THE SERVICES EXCEED THE GREATER OF: (1) FIFTY DOLLARS CANADIAN DOLLARS OR (2) THE AMOUNTS YOU HAVE PAID TO ZEPEEL IN THE PRIOR 6 MONTHS HEREUNDER.
ï YOU ACKNOWLEDGE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL TERM BETWEEN YOU AND US RELATING TO THE PROVISION OF THE SERVICES TO YOU, AND WE WOULD NOT PROVIDE THE SERVICES TO YOU WITHOUT THIS LIMITATION.
Exclusions
THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES AND LIABILITY CONTAINED IN THESE TERMS DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A CONSUMER, I.E., A PERSON ACQUIRING GOODS OTHERWISE THAN IN THE COURSE OF A BUSINESS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES AND REMEDIES CONTAINED IN THESE TERMS SHALL APPLY TO CUSTOMER ONLY TO THE EXTENT SUCH LIMITATIONS OR EXCLUSIONS AND REMEDIES ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION WHERE CUSTOMER IS LOCATED. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE PRODUCT, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF DELIVERY. CERTAIN STATES, PROVINCES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE EXCLUSIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
Indemnification
YOU AGREE TO INDEMNIFY, HOLD HARMLESS AND, AT OUR OPTION, DEFEND ZEPEEL BY ATTORNEYS CHOSEN AND INSTRUCTED BY US (INCLUDING OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, SUPPLIERS AND ANY THIRD-PARTY INFORMATION PROVIDERS) FROM AND AGAINST ALL DAMAGES, CLAIMS, DEMANDS, LIABILITIES, COSTS, AND EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES, RESULTING FROM ANY VIOLATION OF THIS AGREEMENT OR APPLICABLE LAW OR CONTENT OR ACTIONS BY YOU IN CONNECTION WITH THE SERVICES.
No Third Party Beneficiaries.
You agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement.
Other and Amendments.
This Agreement contains the entire agreement between you and Zepeel regarding the use of the Application/Website and/or the Service. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement is subject to change by Zepeel at any time. If you are a subscribing Member at the time of any change, this Agreement will continue to govern your membership until such time that you renew your subscription as contemplated by Section 11. If you continue your subscription, your renewal will constitute acceptance by you of the revised Agreement. Alternatively, if you terminate your subscription at such time, your use of the Service after your termination will constitute acceptance by you of the Agreement.
Ownership & Copyright Notice
As between you and us, we and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services (including all downloaded content), and all related intellectual property rights, other than User Content. Company and its suppliers reserve all rights not granted in this Agreement. Unless you first obtain the copyright owner's prior written consent, you may not copy, distribute, publicly perform, publicly display, digitally perform (in the case of sound recordings), or create derivative works from any copyrighted work made available or accessible via the Services. If you provide Zepeel with any feedback or suggestions regarding the Services ("Feedback"), you hereby assign to Zepeel all rights in the Feedback and agree we shall have the right to use such Feedback and related information in any manner it deems appropriate. Zepeel will treat any Feedback you provide as non-confidential and non-proprietary. You agree that you will not submit to Zepeel any information or ideas that you consider to be confidential or proprietary.
Copyright © , Zepeel Inc. All rights reserved. All trademarks, logos and service marks ("Marks") displayed as part of the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
Governing Law, Jurisdiction & Attornment
This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. Any action or proceeding relating to a claim or controversy at law or equity that arises out of or relates to this Agreement or the Site or Services (a "claim") must be brought in a court of competent jurisdiction located in London, Ontario and each party irrevocably submits and attorns to the exclusive jurisdiction and venue of any such court in any such action or proceeding. Notwithstanding anything to the contrary, Company may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.
One year limitation period
You agree that any claim or cause of action related to the Website, Application, the Services and/or this Agreement must be filed within one (1) year after such claim or cause of action arose or shall be forever barred and that this contractually limited limitation period is fair and reasonable.
General Terms
You agree to comply with all laws, rules and regulations that apply to your use of the Website, Application and the Services.
Any delay or failure by us to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of this Agreement shall remain in full force and effect.
The section titles in this Agreement are for convenience only and have no legal or contractual effect.
The word including used herein means 'including without limitation'.
This Agreement constitutes the entire agreement between you and us with regard to the matters described above.
This Agreement and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Zepeel's prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Any notices, including the service of all legal documents and claims, to be given in connection with this Agreement and all matters between you and Zepeel may be given:
(i) by Zepeel by means of e-mail or otherwise in writing to you, in Zepeel's sole discretion, at the last known e-mail address or address contained for you in Zepeel's records; or
(ii) by you to Zepeel by means of a written notice served by registered mail or by prepaid commercial courier to the following address:
316 Rectory Street, Unit AD201, London, N5W 3V9, Ontario, Canada
You specifically acknowledge and agree that this Agreement and all agreements contained herein are drawn and provided only in the English language and you elect and agree to all correspondence between you and Zepeel in English.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.
Zepeel Privacy Policy
Last Updated: March 1, 2024
This document forms part of the Terms of Use Agreement between you and Zepeel Inc.
Zepeel Inc. ("Zepeel") respects the privacy of its users and has developed this Privacy Policy to demonstrate its commitment to protecting your privacy. This Privacy Policy describes the information we collect, how that information may be used, with whom it may be shared, and your choices about such uses and disclosures. We encourage you to read this Privacy Policy carefully when using our application, website or services or transacting business with us (collectively our "Services"). By accepting the Terms of Use Agreement or by using our Services, you are granting consent to Zepeel to collect and use your personal information in accordance with this Privacy Policy.
Information we collect about you
Information you provide. We may collect and store any personal information you enter through the Services or provide to us in some other manner. This includes identifying information, such as your name, address, email address, and telephone number, and, if you transact business with us, financial information such as your payment information (valid credit card number, type, expiration date or other financial information). As part of the Services, you have the option of providing information about your interests and activities, your gender and age, and other demographic information such as your hometown or your username.
Information collected automatically. We automatically collect information from your browser and/or mobile device when you use the Services. This information includes but may not be limited to: your IP address, your browser type and language, access times, the content of any undeleted cookies that your browser previously accepted from us (see "Cookies" below), the location of your mobile device via GPS coordinates, and the referring website address.
Cookies and Use of Cookie Data. When you use the Services, we may assign your mobile device or computer one or more cookies, to facilitate access to our site and to personalize your online experience. Through the use of a cookie, we also may automatically collect information about your online activity from the Services, such as the web pages you visit, the time and date of your visits, the links you click, and the searches you conduct on our site. While using the Services or during your visits to other websites where we advertise, we (or third parties) may use certain data collected through your use of the Services to show you advertisements likely to be of greater interest to you. Although you may not opt out of receiving online advertisements generally, you may control the collection of data during your use of the Services through your choices and settings involving the collection and storage of Cookies on your computer or mobile device. If you choose to decline Cookies, please note that you may not be able to sign in or use some of the interactive features offered in the Services.
Other Technologies. We may use standard Internet technology, such as web beacons and other similar technologies, to track your use of the Services. We also may include web beacons in advertisements or email messages to determine whether messages have been opened and acted upon. The information we obtain in this manner enables us to customize the services we offer users of the Services to deliver targeted advertisements and to measure the overall effectiveness of our online advertising, content, programming or other activities.
Information collected by third-parties. We may allow third-parties, advertising companies and ad networks, to display advertisements on our app/site. These companies may use tracking technologies, such as cookies, to collect information about users who view or interact with their advertisements. This information allows them to deliver targeted advertisements and gauge their effectiveness. When using the Services, Zepeel does not directly provide any personal information about you to these third parties.
The Zepeel mobile app uses the OneSignal SDK for push notifications. The OneSignal SDK creates and collects a unique identifier that is required for its services. More information regarding the collection and use of that data can be found here: https://onesignal.com/privacy_policy.
Where your personal information is stored
When you provide personal information through our Services, the information may be sent to servers located in Canada and the United States and other countries around the world.
How we use the information we collect
The following are the purposes for which we may use information that we collect about you to:
deliver the products and services that you have requested;
manage your account and provide you with customer support;
perform research and analysis about your use of, or interest in, our products, services, or content, or products, services or content offered by others;
communicate with you by email, postal mail, telephone and/or mobile devices about products or services that may be of interest to you either from us or other third parties;
develop and display content and advertising tailored to your interests on our app/site and other sites;
verify your eligibility and deliver prizes in connection with contests and sweepstakes;
enforce or exercise any matter arising out of our Terms of Use Agreement;
manage our business;
provide Zepeel advertisements to you when you visit other sites; and
perform functions as otherwise described to you at the time of collection.
Financial Information
We may use financial information or payment method to process payment for any purchases made relating to the Services, enroll you in the discount, rebate, and other programs in which you elect to participate, to protect against or identify possible fraudulent transactions, and otherwise as needed to manage our business.
Job Applicants
If your personal information is submitted through the Services when applying for a position with our company, the information will be used solely in connection with considering and acting upon your application. We may retain your personal information for a period of time, but only for the purpose of considering your application for current or future available positions. This information, which may include your name and contact information, prior education and experience, and other information you provided to us and may be shared with third-party service providers retained by us to collect, maintain and analyze candidate submissions for job postings.
With whom we share your information
We do not share your personal information with others except as indicated below or when we inform you and give you an opportunity to opt out of having your personal information shared. We may share personal information with:
Service providers: We may share your personal information, which may include your name and contact information (including email address) with third parties that perform certain services on our behalf. These services may include fulfilling orders, providing customer service and marketing assistance, performing business and sales analysis, member screenings, supporting the delivery of the Services and functionality, and supporting contests, sweepstakes, surveys and other features offered through the Services. We may also share your name, contact information and credit card information with our authorized service providers who process credit card payments. These service providers may have access to personal information needed to perform their functions but are not permitted to share or use such information for any other purposes.
Business partners: When you register or make purchases through the Services or click-through our advertisements offered on third party websites, we may share personal information with the businesses with which we partner to offer you the applicable products, services or any advertisements. When you elect to engage in a particular merchant's offer or program, you authorize us to provide your email address and other information to that merchant.
Other Situations. We also may disclose your information, including personal information:
In response to a subpoena or similar investigative demand, a court order, or a request for cooperation from a law enforcement or other government agency; to establish or exercise our legal rights; to defend against legal claims; or as otherwise required by law. In such cases, we may raise or waive any legal objection or right available to us in our sole discretion.
When we believe disclosure is appropriate in connection with efforts to investigate, prevent, or take other action regarding illegal activity, suspected fraud or other wrongdoing; to protect and defend the rights, property or safety of our company, our users, our employees, or others; to comply with applicable law or cooperate with law enforcement; or to enforce our Terms of Use Agreement or other agreements or policies.
In connection with a substantial corporate transaction, such as the sale of our business, a divestiture, merger, consolidation, or asset sale, or in the unlikely event of bankruptcy.
Aggregated and/or non-personal information
We may share non-personal information we collect under any of the above circumstances. We may also share it with third parties to develop and deliver targeted advertising through the Services and on websites of third parties, and to analyze and report on advertising you see. We may combine non-personal information we collect with additional non-personal information collected from other sources. We also may share aggregated, non-personal information, or personal information in hashed, non-human readable form, with third parties, including advisors, advertisers and investors, for the purpose of conducting general business analysis or other business purposes.
Third-party websites
There are a number of places throughout the Services where you may click on a link to access other websites that do not operate under this Privacy Policy. For example, if you click on an advertisement on our application/website, you may be taken to a website that we do not control. These third-party websites may independently solicit and collect information, including personal information, from you and, in some instances, provide us with information about your activities on those websites. We recommend that you consult the privacy statements of all third-party websites you visit by clicking on the "privacy" link typically located at the bottom of the webpage you are visiting.
How you can access your information
If you have an online account with us, you have the ability to review and update your personal information online by logging into your account and clicking on your account settings. If you have an online account with us, you also may close/hide your account at any time by visiting the "Privacy Settings" page for your account. After you close your account, you will not be able to sign in to our application/website or access any of your personal information. If you close/hide your account, we may still retain certain information associated with your account for analytical purposes and record keeping integrity, as well as to prevent fraud, collect any fees owed, enforce our terms and conditions, take actions we deem necessary to protect the integrity of our application/website or our users, or take other actions otherwise permitted by law. In addition, if certain information has already been provided to third parties as described in this Privacy Policy, retention of that information will be subject to those third parties' policies.
Your choices about collection and use of your information
You can choose not to provide us with certain information, but that may result in you being unable to use the Services because such information may be required in order for you to register as a member; purchase products or services; participate in a contest, promotion, survey, or sweepstakes; ask a question; or initiate other transactions on our application/website.
Face Data Collection, Use, Disclosure, Sharing and Retention
The Face Data we are collecting is called Face Descriptors. We use Face Descriptors to verify a user and find them matches on the app. We are not sharing a user's face descriptors data with any third parties. We are storing this data in our database. When a user deletes their account, all their user details and data along with the face descriptors are permanently deleted from our database. Face verifying and face matching are core functionalities of the app and the data is only retained until the user deletes their account.
How we protect your personal information
We take appropriate security measures (including physical, electronic and procedural measures) to help safeguard your personal information from unauthorized access and disclosure. We want you to feel confident using our application/website to transact business. However, no system can be completely secure. Therefore, although we take steps to secure your information, we do not promise, and you should not expect, that your personal information, searches, or other communications will always remain secure. Users should also take care with how they handle and disclose their personal information and should avoid sending personal information through insecure email.
Information you provide about yourself while using our service
We provide areas in the Services where you can post information about yourself and others and communicate with others or upload content such as videos and photographs. Such postings are governed by our Terms of Use Agreement. In addition, such postings may appear on other applications/websites or when searches are executed on the subject of your posting. Also, whenever you voluntarily disclose personal information on publicly-viewable application sections/web pages, that information will be publicly available and can be collected and used by others. For example, if you post your email address, you may receive unsolicited messages. We cannot control who reads your posting or what other users may do with the information you voluntarily post, so we encourage you to exercise discretion and caution with respect to your personal information.
Children's privacy
Although our application/website is a general audience app/site, we restrict the use of our service to individuals age 18 and above. We do not knowingly collect personal information from children under the age of 13.
Visiting our website, application from outside Canada and the United States
If you are using the Services from outside Canada and the United States, please be aware that your information may be transferred to, stored, and processed in Canada and or the United States where our servers are located and our central database is operated. By using our services, you understand that your information may be transferred to our facilities and those third parties with whom we share it as described in this Privacy Policy.
No Rights of Third Parties
This Privacy Policy does not create rights enforceable by third parties or require disclosure of any personal information relating to users of the Services.
Changes to this Privacy Policy
We will occasionally update this Privacy Policy and any revisions become effective as of the day they are posted and made available to you through the Services. When we post changes to this Privacy Policy, we will revise the "last updated" date at the top of this Privacy Policy. We recommend that you check our website from time to time to inform yourself of any changes in this Privacy Policy or any of our other policies.
How to contact us
If you have any questions about this Privacy Policy or our information-handling practices, or if you would like to request information about our disclosure of personal information to third parties for their direct marketing purposes, please contact us by mail as follows:
Privacy Officer Zepeel Inc.
316 Rectory Street, Unit AD201
London, Ontario, Canada
N5W 3V9
Email: privacy@zepeel.com
Zepeel End User License Agreement
Your ("You" and "Your" refers to you as an individual user of any of the Zepeel Services) download, installation, use of the mobile application and/or website made available by Zepeel Inc. ("Zepeel or "us") through any distribution channel or method (the "Zepeel Services") are licensed, not sold, to You for use only under the terms of this End User License Agreement and the Terms of Use Agreement (including all related agreements identified therein). Zepeel reserves all rights not expressly granted to You. The Services that are subject to this license are referred to in this license as the "Licensed Application."
Scope of License: This license granted to You for the Licensed Application by Zepeel is limited to a non-transferable license to use the Licensed Application on any iPhone, iPad, iPod Touch or other mobile or computing device that You own or control and if using the Licensed Application on an iPhone, iPad or IPod Touch as permitted by the Usage Rules set forth in Section 9.b. of the App Store Terms and Conditions set forth by Apple Inc. (the "Usage Rules"); as well as any Google device or other mobile or computing device that You own or control and if using the Licensed Application on a Google device as permitted by the Usage Rules set forth in the Google Play Terms and Conditions set forth by Google Inc. This license does not allow You to use the Licensed Application on any iPod Touch, iPad or iPhone or Google device or other mobile or computing device that You do not own or control, and You may not distribute or make the Licensed Application available over a network where it could be used by multiple devices at the same time. You may not rent, lease, lend, sell, redistribute or sublicense the Licensed Application. You may not copy (except as expressly permitted by this license and the Usage Rules), decompile, reverse engineer, disassemble, attempt to derive the source code of, modify or create derivative works of the Licensed Application, any updates or any part thereof (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Licensed Application). Any attempt to do so is a violation of the rights of the Application Provider and its licensors. If You breach this restriction, You may be subject to prosecution and damages. The terms of the license will govern any upgrades provided by Application Provider that replace and/or supplement the original Product, unless such upgrade is accompanied by a separate license, in which case the terms of that license will govern.
Consent to Use of Data: You agree that Application Provider may collect and use technical data and related information, including but not limited to technical information about Your device, system and application software, and peripherals, that is gathered periodically to facilitate the provision of software updates, product support and other services to You (if any) related to the Licensed Application. Application Provider may use this information, as long as it is in a form that does not personally identify You, to improve its products or to provide services or technologies to You. You understand that further consents relating to your personal information and privacy are contained in the Terms of Use Agreement and Zepeel’s Privacy Policy.
Termination. The license is effective until terminated by You by giving notice in writing to Zepeel or Application Provider. Your rights under this license will terminate automatically without notice from the Application Provider if You fail to comply with any term(s) of this license. Upon termination of the license, You shall cease all use of the Licensed Application, and destroy all copies, full or partial, of the Licensed Application and any failure to do so will void any notice of termination given by You.
Services; Third Party Materials. The Licensed Application may enable access to Application Provider’s (including the Zepeel Services) and third party services and web sites (collectively and individually, "Services"). Use of the Services may require Internet access and that You accept additional terms of use.
You understand that by using any of the Services, You may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as having explicit language, and that the results of any search or entering of a particular URL may automatically and unintentionally generate links or references to objectionable material. Nevertheless, You agree to use the Services at Your sole risk and that the Application Provider shall not have any liability to You for content that may be found to be offensive, indecent, or objectionable.
Certain Services may display, include or make available content, data, information, applications or materials from third parties ("Third Party Materials") or provide links to certain third party web sites. By using the Services, You acknowledge and agree that the Application Provider is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect of such Third Party Materials or web sites. The Application Provider does not warrant or endorse and does not assume and will not have any liability or responsibility to You or any other person for any third-party Services, Third Party Materials or web sites, or for any other materials, products, or services of third parties. Third Party Materials and links to other web sites are provided solely as a convenience to You. Financial information displayed by any Services is for general informational purposes only and is not intended to be relied upon as investment advice. Before executing any securities transaction based upon information obtained through the Services, You should consult with a financial professional. Location data provided by any Services is for basic navigational purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither the Application Provider, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of stock information or location data displayed by any Services.
You agree that any Services contain proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. You further agree not to use the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that the Application Provider is not in any way responsible for any such use by You, nor for any harassing, threatening, defamatory, offensive or illegal messages or transmissions that You may receive as a result of using any of the Services.
In addition, third party Services and Third Party Materials that may be accessed from, displayed on or linked to from the iPhone, iPad or iPod touch or any other mobile or computing device are not available in all languages or in all countries. The Application Provider makes no representation that such Services and Materials are appropriate or available for use in any particular location. To the extent You choose to access such Services or Materials, You do so at Your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws. The Application Provider, and its licensors, reserve the right to change, suspend, remove, or disable access to any Services at any time without notice. In no event will the Application Provider be liable for the removal of or disabling of access to any such Services. The Application Provider may also impose limits on the use of or access to certain Services, in any case and without notice or liability.
NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE LICENSED APPLICATION IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LICENSED APPLICATION AND ANY SERVICES PERFORMED OR PROVIDED BY THE LICENSED APPLICATION ("SERVICES") ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND APPLICATION PROVIDER HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED APPLICATION AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. APPLICATION PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE LICENSED APPLICATION, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE LICENSED APPLICATION WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE LICENSED APPLICATION OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED APPLICATION OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APPLICATION PROVIDER OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE LICENSED APPLICATION OR SERVICES PROVE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL APPLICATION PROVIDER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE LICENSED APPLICATION, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF APPLICATION PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Application Provider’s total liability to you for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of fifty Canadian dollars ($50.00). The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. You further understand and agree that additional Limitations of Liability and other important restrictions on your legal rights are contained in the Terms of Use Agreement.
You may not use or otherwise export or re-export the Licensed Application except as authorized by any of Canadian or United States law and the laws of the jurisdiction in which the Licensed Application was obtained. In particular, but without limitation, the Licensed Application may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Licensed Application, you represent and warrant that you are not located in any such country or on any such list. You also agree that you will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture or production of nuclear, missiles, or chemical or biological weapons.
If applicable, the Licensed Application and related documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101 or equivalent applicable laws, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States
Governing Law, Jurisdiction & Attornment
This Agreement shall be governed by the laws of the Province of Ontario and the federal laws of Canada without giving effect to any conflict of laws principles that may require the application of the law of another jurisdiction. Any action or proceeding relating to a claim or controversy at law or equity that arises out of or relates to the Services and/or this End User License Agreement and/or the Terms of Use Agreement (a "claim") must be brought in a court of competent jurisdiction located in London, Ontario and each party irrevocably submits and attorns to the exclusive jurisdiction and venue of any such court in any such action or proceeding. Notwithstanding anything to the contrary, Zepeel may seek injunctive relief in any court having jurisdiction to protect its intellectual property or confidential or proprietary information.
One year limitation period
You agree that any claim or cause of action related to the Services and/or this End User License Agreement and/or the Terms of Use Agreement must be filed within one (1) year after such claim or cause of action arose or shall be forever barred and that this contractually limited limitation period is fair and reasonable.
General Terms
You agree to comply with all laws, rules and regulations that apply to Your use of the Services.
Any delay or failure by us to exercise or enforce any right or provision of these terms will not constitute a waiver of such right or provision.
If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, You agree that the court should endeavor to give effect to the intentions reflected in the invalid provision, and the other provisions of this Agreement shall remain in full force and effect.
This Agreement constitutes the entire agreement between You and us with regard to the matters described above.
This Agreement and Your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Zepeel’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Any notices, including the service of all legal documents and claims, to be given in connection with this Agreement and all matters between You and Zepeel may be given:
(i) by Zepeel by means of e-mail or otherwise in writing to You, in Zepeel’s sole discretion, at the last known e-mail address or address contained for You in Zepeel’s records; or
(ii) by You to Zepeel by means of a written notice served by registered mail or by prepaid commercial courier to the following address:
316 Rectory Street, Unit AD201, London, N5W 3V9, Ontario, Canada
You specifically acknowledge and agree that this Agreement and all agreements contained herein are drawn and provided only in the English language and You elect and agree to all correspondence between you and Zepeel in English.
In the event of any conflict between this End User License and the Terms of Use Agreement, it is agreed that the provisions of the Terms of Use Agreement shall apply.
Zepeel Membership Criteria
This document forms part of the Terms of Use Agreement between you and Zepeel Inc.
We are committed to providing all users of our services with a positive experience and we recognize that part of this experience depends on our members. Zepeel offers its services on a discretionary basis to individuals that it believes will benefit from its services and will help it achieve this goal. To that end, in order to qualify for membership with Zepeel, you must meet our current membership criteria, which are as follows:
You must be an adult of at least 18 years of age who wishes to participate in our service.
You must be single, which means not in a romantic relationship such as dating, marriage, common law or domestic partnership and you must disclose your relationship status to us when we ask.
You have never been convicted of a serious crime, which may include indictable offences of any form, crimes involving sexual offences, violence of any kind, crimes against children and that you are not required to register as a sex offender in any jurisdiction.
You are legally permitted to access and use our services in the jurisdiction where you are located.
We may amend the above criteria at any time. We may enforce and interpret these criteria at our sole discretion. We may revoke your membership or access to our services at any time should we determine in our sole discretion that you have violated the above criteria.