These summary notes are only for reference only. You and Zeplin are bound by the full legal wording, not by these summaries.
1. Agreement to Terms
By using our Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity (an “Organization”), you represent and warrant that you have the authority to bind that Organization to these Terms. In that case, “you” and “your” will refer to you and that Organization, unless context requires otherwise. If you are accepting these Terms on behalf of an Organization as an “Administrator” (defined as an authorized administrator of the Services for the Organization, which may include the management of Payment Information), you represent and warrant that you have the authority to manage your Organization’s use of the Services under these Terms. You further agree that, if you have purchased a Zeplin Enterprise Plan, then the Zeplin Terms of Service for Enterprise(www.zeplin.io/enterprise/terms) apply with respect to any provisions that conflict with these Terms, absent another agreement between you and Zeplin.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND ZEPLIN THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
By using Zeplin, you agree to these Terms.
3. Changes to Terms or Services
We may update the Terms at any time, at our sole discretion. If we make material changes to the Terms, we’ll let you know ahead of time either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them as they govern your use of the Services. The changes will not be retroactive, and if you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 17(f) “Effect of Changes on Arbitration,” you may not use the Services anymore. Because our Services are evolving over time we may change or discontinue all or any part of the Services, including the types of subscription plans we offer and the pricing for such plans, at any time, at our sole discretion.
We want to keep you informed of important changes to these Terms, but some revisions aren’t mission-critical. We don’t want to bother you every time we fix a typo. So while we may modify these Terms at any time, we will notify you of any material changes beforehand.
4. Description of Services
- Zeplin provides you the functionality to convert your application (“User Application”) into a format that is compatible with the relevant iOS, Android, and other software platforms. Subject to the restrictions set forth herein and in your Subscription Plan (as defined in Section 5(b)), you may also be able to invite a limited (or unlimited if your Subscription Plan permits) number of your colleagues, friends, family or others to access the Services by registering and creating an account with Zeplin using the unique login credentials provided by Zeplin (“Authorized Users”) to collaborate and propose changes or edits to the User Applications related to a particular project or projects (each, a “Project”) for which you invite them (each such Authorized User who is invited to contribute to a Project is called a “Team Member” for that Project). Unless you change your settings, only the Team Members invited to collaborate on a Project will have access to the User Applications in that Project. Organizations may also create a unique digital space designated for such Organization where a group of Authorized Users may access Projects and use the Services (each, a “Workspace”). We may also provide you with access to certain “Tools” (e.g., color selection for your designs), so you can visualize certain changes in your User Application.
5. Eligibility for, Access to, and Restrictions on, Use of Services
- Eligibility. You may use the Services only if you are 13 years or older and are not barred from using the Services under applicable law.
- Registration and Your Information. If you want to use certain features of the Services, you’ll have to create an account (“Account”). You can do this via the Site through our online registration procedures which we may update from time to time. Access to certain features of the Services will be limited to the number of Authorized Users allowed by the subscription plan that you choose from the options provided on the pricing page available at https://zeplin.io/pricing (“Subscription Plan”).
- Accuracy of Account Information. It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. Each user identification number and password combination is a unique authentication credential to be used by only one Authorized User. You are responsible for maintaining the confidentiality of all user identifications and/or passwords and for ensuring that none of your Authorized Users share their identification number and/or password with any third party or with each other. You are solely responsible for any and all activities that occur under your Account. You will not (and will not allow any Authorized User to) share your username and password with anyone (including any (other) Authorized Users). You agree to immediately notify Zeplin of any unauthorized use of your Account, any user identification and/or password, or any other breach of security that comes to your knowledge. Zeplin will have no liability for any loss or damage arising from your failure to comply with the terms set forth in this Section.
- Restrictions. You shall not, directly or indirectly, and shall not permit any Authorized User or third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the object code, source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on any element of the Services or any related documentation; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Services; (iv) use the Services for timesharing or service bureau purposes or otherwise for the benefit of any person or entity other than for your own benefit; (v) remove any proprietary notices from Zeplin materials furnished or made available to you; (vi) publish or disclose to third parties any evaluation or benchmarking of the Services without Zeplin’s prior written consent; or (vii) use the Services for any purpose other than its intended purpose. You agree that you will be directly responsible and liable to us for: (i) ensuring that your Authorized Users agree to, and comply with, our Terms, and (ii) any violation of these Terms or applicable law by any Authorized User.
You must be over 13 to use Zeplin. You will need an account to use Zeplin, and each account is for one person only—you cannot share accounts.
You need to ask us and get permission before using Zeplin or accessing data in ways not clearly intended.
6. Confidentiality and Feedback
- Confidentiality. “Confidential Information” means all information disclosed by us to you, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the non-public nature of the information and the circumstances of disclosure. Zeplin’s Confidential Information may include, but is not limited to, the Services, Zeplin Content, and Beta Services (as defined below). You will use a reasonable degree of care to protect the Confidential Information. You will not use any Confidential Information for any purpose outside the scope of these Terms or disclose Confidential Information to any third party.
- Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at email@example.com.You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Don’t share information that’s obviously confidential with other people, unless we say it’s ok.
Let us know of any ways to improve! If you tell us something, you agree we can use that feedback in any way.
7. Payments and Subscription
Zeplin may provide the Services for free, or it may require you to pay for the Services based on the type of Services, number of Authorized Users, number of active Projects, and other criteria presented on our pricing page available at https://zeplin.io/pricing (“Pricing Page”) that you opt for. Accordingly, you may choose the type of subscription you want to avail. You will be liable to pay Zeplin in accordance with your Subscription Plan. You may increase the number of Authorized Users under your Subscription Plan at any time during the term of your Subscription by increasing the number of Authorized Users under your Account and payment of the necessary fee for the additional Authorized Users in accordance with Section 7(b).
- General. When you purchase a subscription (“Subscription”), you expressly authorize us (or our third-party payment processor) to charge you for the term of your Subscription each time your payment is due in accordance with your Subscription Plan (each, a “Transaction”). We may ask you to supply additional information relevant to your Transaction, including your credit card number (or other payment information), the expiration date of your credit card and your email and postal addresses for billing and notification (such information, “Payment Information”). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Transaction, you authorize us to provide your Payment Information to third parties so we can complete your Transaction and to charge your payment method for the type of Transaction you have selected (plus any applicable taxes and other charges). You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information).
- Subscriptions. If you purchase a Subscription, you will be charged the monthly or annual (as applicable) Subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your Subscription and each month or year (as applicable) thereafter, at the then-current Subscription Fee. Similarly, if you agree to a Subscription Fee, that will remain your price for the duration of the Subscription period; however, prices are subject to change at the end of a Subscription period. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you each month or year on the anniversary of the commencement of your Subscription, using the Payment Information you have provided until you cancel your Subscription. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Zeplin. Your Subscription continues until canceled by you or we terminate your access to or use of the Services or Subscription in accordance with these Terms. If you increase the number of Authorized Users by changing the number of Authorized Users under your Account, you expressly authorize us (or our third party processor) to charge your credit card on file for the pro-rated Subscription Fee corresponding to the additional Authorized Users for the remainder of your Subscription term.
- Effect of Termination on Subscription. Our general policy is that YOUR PURCHASE IS FINAL AND YOU WILL NOT BE ABLE TO CANCEL THE PURCHASE AND/OR RECEIVE A REFUND OF YOUR SUBSCRIPTION FEE AT ANY TIME. In addition, if something unexpected happens in the course of completing a Transaction, we reserve the right to cancel your Transaction or terminate your access to Services to address such payment issue; if we cancel your Transaction or your access to Services, we’ll refund any pro-rated payment you have already remitted to us for such Transaction or access to Services. Without limiting the foregoing, you may cancel your Subscription by visiting our support page at https://support.zeplin.io/en/articles/5069873-canceling-your-subscription and following the instructions to cancel your Subscription. Upon such cancellation, we will: (i) terminate your access to the Services and (ii) cease billing for all Subscription Fees, in each case at the end of the then-current Subscription period. EXCEPT AS SET FORTH ABOVE, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION. You will be responsible for all Subscription Fees (plus any applicable taxes and other charges) incurred for the then-current Subscription period.
- Evaluations, Trials, and Betas. We may offer certain Services to you at no charge, including trial use and beta versions (“Beta Services”). Your use of Beta Services is subject to any additional terms that we specify and is only permitted during the term we designate (or, if not designated, until terminated in accordance with these Terms). These Terms fully apply to Beta Services and we may modify or terminate your right to use Beta Services at any time and for any reason in our sole discretion, without liability to you. You understand that any Beta Services and their features and functionality are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Services. We make no promises that any Beta Services will ever be made generally available. All information regarding the characteristics, features or performance of any Beta Services, and any communication that we may engage in with you relating to the Beta Services, constitutes our Confidential Information, and may not be disclosed to any third party without our written permission. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to Beta Services.
You agree to pay Zeplin what a plan costs if you subscribe to that plan, and are legally allowed to use the credit card or however else you pay us.
Subscriptions auto-renew unless cancelled before the end of the term.
Subscription plans can be changed or cancelled at any time, but no refunds will be made for the current subscription period.
8. Content Ownership, Responsibility and Removal
- Definitions. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, designs, interactive features, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; (ii) “Zeplin Content” means any Content that Zeplin makes available through the Services (excluding User Content); and (iii) “User Content” means any Content that Account holders (including you and your Authorized Users) provide to be made available through the Services, including but not limited to identifying information (such as your email address or name) and Payment Information.
- Ownership. Zeplin does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content, subject to Section 8(g) below. Subject to the foregoing, Zeplin and its licensors exclusively own all right, title and interest in and to the Services and Zeplin Content, including all associated intellectual property rights. You acknowledge that the Services and Zeplin Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Zeplin Content. In addition, Zeplin may monitor your use of the Services and use data and information related to such User Content in an aggregate and anonymous manner, including to compile statistical and performance information related to the provision and operation of the Services (“Aggregate Data”). As between Zeplin and you, all right, title and interest in the Aggregate Data and all intellectual property rights therein, belong to and are retained solely by Zeplin, and Zeplin may make such Aggregate Data publicly available, and use such information to the extent and in the manner it deems fit including without limitation, as required by applicable law or regulation and for purposes of data gathering, analysis, service enhancement, service improvement, and marketing, provided that no such Aggregate Data identifies you or any Authorized User.
- Rights in User Content Granted by You. By making any User Content available through the Services you hereby grant to Zeplin a non-exclusive, transferable, worldwide, irrevocable, royalty-free license, with the right to sublicense, to use, copy, access, process, save, store, modify, create derivative works based upon, distribute, transmit, publicly display, and publicly perform your User Content solely in connection with operating and providing the Services and Content to you and to other Account holders during the term of you Subscription, including the provision of requested technical support, if any.
- Your Responsibility for User Content. You are solely responsible for all your User Content. You represent and warrant that: (i) you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms; (ii) you have obtained all consents and permissions from all Authorized Users and others, for your collection of the User Content contributed by them, and transmission and use thereof to Zeplin as contemplated herein; and (iii) neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by Zeplin on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation (including, any applicable local, national and international laws).
- Removal of User Content. You can remove your User Content by specifically deleting it or deleting your Account. However, in certain instances, some of your User Content (such as archived copies of your Projects or Projects shared with other Team Members who are still working on it) may not be completely removed and copies of your User Content may continue to exist on the Services. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
- Rights in Content Granted by Zeplin. Subject to your compliance with these Terms, Zeplin grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, to download, view, copy, display and print the Zeplin Content solely in connection with your permitted use of the Services and solely for your personal and internal business purposes only.
- Content and Use Managed by An Organization. If you have been added or invited to use the Services on behalf of an Organization, you acknowledge and agree that such Organization’s Administrator may manage your use of the Services or such Organization’s Workspace, as applicable, including but not limited to, adding or removing you from the Services or such Organization’s Workspace, enabling or disabling third-party integrations, and managing permissions. Any User Content that you submit or upload to the Services on behalf of an Organization, or that you submit to an Organization’s Workspace, may be monitored, retained, accessed, used, modified, shared, or removed by the Administrator on behalf of such Organization in order facilitate its access and use of the Services under these Terms. You further acknowledge that your Account or User Content can become managed by any Organization (including your employer) that: (i) owns or controls the email address associated with the proprietary registered domain with which your Account was created or registered; or (ii) pays the Subscription Fees for your Subscription. You also acknowledge that any User Content that you make available to a Workspace will become managed by the Organization that manages such Workspace. If you are an Administrator for your Organization’s Workspace, you acknowledge and agree that Zeplin may share your contact information with Authorized Users in your Organization in order to facilitate their use of the Services.
- Storage. ZEPLIN IS NOT RESPONSIBLE FOR STORING ANY USER CONTENT, AND WE RECOMMEND THAT YOU APPROPRIATELY BACK-UP ALL YOUR USER CONTENT. IN THE EVENT OF ANY LOSS OR CORRUPTION OF USER CONTENT, ZEPLIN WILL USE ITS COMMERCIALLY REASONABLE EFFORTS TO RESTORE THE LOST OR CORRUPTED USER CONTENT FROM THE LATEST BACKUP OF SUCH USER CONTENT MAINTAINED BY ZEPLIN IN THE NORMAL COURSE OF BUSINESS USING ITS STANDARD ARCHIVAL PROCEDURES. ZEPLIN WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY USER CONTENT. ZEPLIN’S EFFORTS TO RESTORE LOST OR CORRUPTED USER CONTENT PURSUANT TO THIS SECTION 8(h) WILL CONSTITUTE ZEPLIN’S SOLE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY IN THE EVENT OF ANY LOSS OR CORRUPTION OF USER CONTENT.
You are responsible for the legality of your data. Zeplin does not own your data, and you are allowing Zeplin to use it only in ways agreed to in these Terms.
You agree that Zeplin may anonymize and aggregate your data to improve Zeplin.
Zeplin will store your data but is not responsible if it is lost or corrupted. You should keep your own backups.
If you access Zeplin on behalf of a company, that company can control your data.
If you contribute to a company’s Workspace from your personal Zeplin account, that company assumes control of the content you submit to their Workspace.
9. General Prohibitions and Zeplin’s Enforcement Rights
You agree not to (and ensure that none of your Authorized Users) do any of the following:
- Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
- Use, display, mirror or frame the Services or any individual element within the Services, Zeplin’s name, any Zeplin trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Zeplin’s express written consent;
- Access, tamper with, or use non-public areas of the Services, Zeplin’s computer systems, or the technical delivery systems of Zeplin’s providers;
- Attempt to probe, scan or test the vulnerability of any Zeplin system or network or breach any security or authentication measures;
- Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Zeplin or any of Zeplin’s providers or any other third party (including another user) to protect the Services or Content;
- Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Zeplin or other generally available third-party web browsers;
- Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
- Use any meta tags or other hidden text or metadata utilizing a Zeplin trademark, logo, URL or product name without Zeplin’s express written consent;
- Use the Services or Content, or any portion thereof, for the benefit of any third party or in any manner not permitted by these Terms;
- Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information;
- Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content;
- Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
- Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
- Impersonate or misrepresent your affiliation with any person or entity;
- Violate any applicable law or regulation; or
- Encourage or enable any other individual to do any of the foregoing.
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services, and consult and cooperate with law enforcement authorities to prosecute users who violate the law.
Don’t do anything shady or illegal with Zeplin. 🦹♀️
10. Copyright Policy
Zeplin respects copyright law and expects its users to do the same. While we have no obligation to monitor any User Content uploaded by you in connection with the Services, if we deem it necessary, we may: 1) remove your User Content without liability, 2) suspend your access to the Services, or 3) terminate Account holders who repeatedly infringe or are reasonably believed to be repeatedly infringing the rights of copyright holders. Please see Zeplin’s Copyright and IP Policy at https://zeplin.io/copyright, for further information.
We respect copyright law and expect you to, as well. We have the right to remove content or close accounts if we need to.
11. Links to Third Party Websites or Technology
The Services may contain links to third-party websites or resources including without limitation, any third party services that may be compatible with the Services, or plugins or extensions to the Services (collectively, “Third Party Technology”). We provide these links, plugins and extensions only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or for the functioning or failure to function of any such Third Party Technology. You and your Authorized Users are solely responsible for, and assume all risk arising from, the use of any Third Party Technology, including compliance with the terms and conditions governing the use of such Third Party Technology. ANY THIRD PARTY TECHNOLOGY DOWNLOADED OR OTHERWISE OBTAINED OR USED IN CONNECTION WITH THE SERVICES IS SO DOWNLOADED, OBTAINED OR USED AT YOUR AND YOUR AUTHORIZED USERS’ DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND YOU HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION AGAINST ZEPLIN WITH RESPECT TO SUCH USE, INCLUDING, BUT NOT LIMITED TO ANY DAMAGE TO COMPUTER SYSTEMS OR DISPLAY DEVICE, OR LOSS OF DATA, THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH THIRD PARTY TECHNOLOGY.
If you follow a link to another site, you are bound by the terms and conditions on that site. Zeplin’s Terms only apply to Zeplin’s Services.
We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you if you are reasonably believed to have breached these Terms. You may cancel your Subscription and Account as described in Section 7© of these Terms. Upon any termination, discontinuation or cancellation of the Services or your Account, the following Sections will survive: 6, 7, 8(a), 8(b), 8(d), 8(e), 8(h), 11, 12, 13, 14, 15, 16, 17, and 18.
Zeplin may end our relationship if you breach these Terms. You can also cancel at any time.
13. Warranty Disclaimers
THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.
Zeplin provides services “as-is” and accept no blame for unintended consequences.
You will indemnify and hold harmless Zeplin and its officers, directors, employees and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your and your Authorized Users’ access to or use of the Services, Tools, or Content, (ii) your and any of your Authorized Users’ User Content, (iii) acts or omission of any of your Authorized Users, or (iv) your or your Authorized Users’ violation of these Terms or any applicable law.
You shouldn’t bring legal action against Zeplin for actions of your users, your data, or your violations of any laws.
15. Limitation of Liability
- NEITHER ZEPLIN NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZEPLIN OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
- IN NO EVENT WILL ZEPLIN’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO ZEPLIN FOR USE OF THE SERVICES OR CONTENT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM FROM WHICH THE LIABILITY AROSE, OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO ZEPLIN, AS APPLICABLE.
- THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZEPLIN AND YOU.
Zeplin is not responsible for any losses you incur by using Zeplin. Zeplin’s total liability to you will not exceed the amount you have paid to use Zeplin over the previous three months.
16. Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Zeplin are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Zeplin each waive any objection to jurisdiction and venue in such courts.
In general, the laws of the State of California apply.
17. Dispute Resolution
- Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Zeplin agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of these Terms, and that you and Zeplin are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
- Exceptions and Opt-out. As limited exceptions to Section 17(a) above: (i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org or by regular mail at 832 Sansome Street, 3rd Floor, San Francisco, CA 94111, USA within thirty (30) days following the date you first agree to these Terms.
- Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by these Terms. The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. A party who wishes to start arbitration must submit a written Demand for Arbitration to AAA and give notice to the other party as specified in the AAA Rules. The AAA provides a form Demand for Arbitration at www.adr.org.
If your claim is for U.S. $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video-conference hearing, or by an in-person hearing as established by the AAA Rules.
If your claim exceeds U.S. $10,000, the right to a hearing will be determined by the AAA Rules. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
- Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
- Class Action Waiver. YOU AND ZEPLIN AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
- Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if Zeplin changes any of the terms of this Section 17 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Effective Date” above or in the date of Zeplin’s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Zeplin in accordance with the terms of this Section 17 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
- Severability. With the exception of any of the provisions in Section 17(e) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.
If we have a disagreement, we agree we will sort it out in arbitration or small-claims court—not by a trial-by-jury or a class-action suit. Arbitration will be by the rules of the American Arbitration Association.
18. General Terms
- Entire Agreement. These Terms constitute the entire and exclusive understanding and agreement between Zeplin and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Zeplin and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Zeplin’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Zeplin may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Publicity. You agree that we may identify you as a Zeplin customer in our promotional materials. We will promptly stop doing so upon your request sent to firstname.lastname@example.org.
- Notices. Any notices or other communications provided by Zeplin under these Terms, including those regarding material modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. You agree to designate one or more points of contact for notices, billing, and privacy and security issues (“Designated POC”). Your default Designated POC is the billing contact email as entered in your Zeplin Account. It is your responsibility to ensure this email address is accurate, current, and accessible by an Administrator or someone capable of administering your account.
- Waiver of Rights. Zeplin’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Zeplin. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
These Terms are the complete agreement between you and Zeplin, and they overrule any previous agreements or verbal commitments.
These Terms are between you and Zeplin, and you cannot transfer them to anyone else without Zeplin’s permission.
19. Contact Information
If you have any questions about these Terms or the Services, please contact Zeplin at email@example.com.