Terms of Use

ZiipRoom, Inc. TERMS OF USE

Last modified:  July 27, 2018

These Terms of Use (this “Agreement”) create a legal agreement between You and ZiipRoom, Inc. (“ZiipRoom”). As used herein, the term “You” collectively means the administrator-level subscriber identified on an Order Form (the “Subscriber”) and individual users accessing the Service under the Subscriber’s subscription or through the Site (each such user being referred to herein as an “End User”).

You should carefully read this Agreement which, together with the Order Form and ZiipRoom’s Privacy Policy, governs Your use of ZiipRoom’s website(s) and any subdomains (collectively, the “Site”) and the software and related services, features, content, drivers and information made available to You by ZiipRoom, whether hosted on or downloaded from the Site and/or any mobile applications (the “Applications”), to facilitate Your use of the service (collectively, the “Service”). By accessing or using the Site, or downloading, installing, or using the Applications, or subscribing to, downloading, installing, accessing or using any of the Services, whether through the Site or the Applications, You agree that You: (1) have read and understood this Agreement and its terms; (2) are 18 years of age or older and are at least of the legally-required age in the jurisdiction in which You reside, and otherwise have the capacity and authority to enter into this Agreement; and (3) are bound by all of the terms and conditions set forth in this Agreement. If You do not agree to be bound by this Agreement, You are not permitted to use the Service.

  1. Order Forms. For You to be eligible to receive the Service, a Subscriber must first complete and submit to ZiipRoom or to one of its designated third party distribution Partners a subscription order for that Service on ZiipRoom’s standard order form (the “Order Form”), which Order Form will, among other things, include the Subscriber’s registration information (e.g., name, mailing address, e-mail address, phone number and/or payment information), designate the number of rooms within Subscriber’s organization or facilities at which the Service will be deployed (the “Rooms”), identify the duration of Subscriber’s subscription to the Service, and identify the fees payable to ZiipRoom as consideration for such Service. In the event of a conflict or inconsistency between the terms of an Order Form and the terms of this Agreement, the terms of this Agreement shall prevail, unless the Order Form expressly references the specific provision in this Agreement to be modified by such Order Form. On or as soon as reasonably practicable after ZiipRoom’s acceptance of a Subscriber’s completed Order Form and ZiipRoom’s receipt of the applicable fees, the Subscriber will be issued a license key to download and/or install the Application onto the Subscriber’s devices or systems that would run such Application in the designated number of Rooms, and Your subscription to the Service will become activated for use by Subscriber and End Users for the designated number of Rooms within the Subscriber’s organization or facilities in which the Application was installed.
  2. Changes to this Agreement. Except with respect to Section 14.4 (Mandatory Arbitration), ZiipRoom reserves the right, in its sole discretion, to change, modify, add to, supplement or delete any terms and conditions of this Agreement at any time; provided, however, that ZiipRoom will use reasonable efforts to provide You with notification of any material changes (as determined in ZiipRoom’s sole and absolute discretion) by email, postal mail, website posting, pop-up screen, or in-service notice. You should visit the Site whenever You use the Service to review this Agreement and learn if any terms have changed. If any future changes to this Agreement are unacceptable to You or cause You to no longer be in compliance with the terms of this Agreement, You must immediately stop using the Service. Your continued use of the Service following any revision to this Agreement constitutes Your complete acceptance of any and all such changes.
  3. Access to the Service; Network Access and Devices.
    • Subject to Your acceptance of and compliance with the terms of this Agreement, ZiipRoom grants You a non-exclusive, non-transferable, right to access and use the Service during the term of this Agreement for the number of Rooms designated in the applicable accepted Order Form for which the Subscriber has paid the applicable fees. If there is an unauthorized access or use of the Service by You, ZiipRoom reserves the right to immediately disable or suspend access to or use of the Service until such time as such unauthorized access or use has been remedied to ZiipRoom’s reasonable satisfaction. Subject to the rights granted in this Agreement, ZiipRoom retains all right, title and interest in and to the Services and You acknowledge that You neither own nor acquire any additional rights in or to the Service not expressly granted by this Agreement. You further acknowledge that ZiipRoom retains the right to use the Service for any purpose in ZiipRoom’s sole discretion.
    • Each End User of the Service must be authenticated by downloading the Application onto their device (e.g., a laptop computer or mobile phone) before that End User will be allowed to access or use the Services. You are responsible for obtaining the data network access that may be necessary to use or access the Service. If You access or use the Services on a mobile device, Your mobile network’s data and messaging rates and fees may apply, and You are solely responsible for all such data and messaging fees charged by Your mobile network’s service provider. Please contact Your mobile service provider for pricing plans and details. ZiipRoom is not liable for any delays, interruptions or other transmission errors related to Your devices, services or wireless service providers.
  4. Subscription Fees and Payments
    • Subscriptions. The Service is offered and made available to You on a subscription basis. In exchange for an annual payment from the Subscriber, Subscriber and eligible End Users will have access to the Service for the period of time and the number of Rooms within Subscriber’s organization or facility, as designated in the applicable accepted Order Form. Except as may be otherwise agreed upon by ZiipRoom in Your applicable Order Form, unless Subscriber notifies ZiipRoom of the decision to terminate its Service subscription in accordance with Section 4.3 below, Your subscription will automatically renew at the end of each annual subscription term for the same period of time. Media Relay Services may be made available to You, the use of which may be subject to additional fees which will be billed to the Subscriber at ZiipRoom’s then-current data usage rates, as may be designated in such Order Form and/or on the Site. When Your subscription automatically renews, Subscriber’s payment method (e.g., a credit card or ACH debit) will be charged ZiipRoom’s then-current fees for the applicable subscription on Subscriber’s designated billing date. In the event that ZiipRoom is unable to successfully charge Subscriber the applicable subscription fees, for example, due to an expired credit card, Your subscription will be terminated effective as of Your designated billing date, unless Subscriber provides a new payment method prior to such termination. ZiipRoom will endeavor to provide the Subscriber with advanced notice of any automatic renewals of its Service subscription (e.g., by sending an e-mail to Subscriber’s designated representative sixty (60) days and/or thirty (30) days prior to such a subscription renewal). If Your subscription to the Service is billed through one of ZiipRoom’s third party partners (e.g., third party distribution partners, direct market resellers, value added resellers and original equipment manufacturer partners) (each, a “Partner”), then Your billing date may be determined according to the Partner’s applicable policies. All payments processed by ZiipRoom must be made by an approved payment method, such as a credit card or ACH debit, which will be indicated on the applicable Order Form. As between You and ZiipRoom, You are responsible for paying any amounts for Service billed to Your payment method by a Partner or third party who had access to Your payment method, whether or not such amounts were authorized by You. You agree to pay all fees and charges incurred in connection with Your account (including any applicable taxes) at the rates in effect when the charges were incurred. If ZiipRoom does not receive payment from Your payment method issuer or its agent, You agree to pay all amounts properly due upon demand by ZiipRoom. If You access or subscribe to the Service through a Partner, Your direct billing relationship will be with that Partner, not ZiipRoom, You should consult the terms of the applicable Partner for additional information about payments, and ZiipRoom expressly disclaims any responsibility or liability for the processing of any of these purchases by such Partners. Your account may be deactivated without notice to You if payment is past due, regardless of the amount of money owed to ZiipRoom. Subscriber agrees to pay any outstanding balance in full within thirty (30) days of cancellation or termination of Subscriber’s Service subscription. Unless stated otherwise, prices exclude all applicable taxes.
    • Free Trials. From time to time, ZiipRoom may offer You a free trial period during which You can use the Services for free for a limited period of time (a “Free Trial”), and pursuant to certain additional terms and conditions that will be communicated to You. ZiipRoom retains the sole discretion to determine Your eligibility for a Free Trial. Free Trials of the Service may require that You provide ZiipRoom or its Partner with Your complete registration information prior to initiating the Free Trial. Prior to the expiration of Your Free Trial, ZiipRoom or its Partner will prompt You to provide a registered payment method to which Your paid subscription fees will be automatically charged and Your subscription will begin on the first day after the expiration of Your Free Trial. If You do not provide Your registered payment method or if You cancel Your subscription prior to the expiration of Your Free Trial, Your Free Trial will continue until its designated expiration, following which You will lose Your free access to the Service at the expiration of the Free Trial.
    • Cancelling Free Trials. If You use the Service in connection with a Free Trial, You may cancel Your Service subscription prior to the conclusion of Your Free Trial by contacting ZiipRoom directly, or following the instructions available on the Site or Application made available to You in connection with the Service. Neither ZiipRoom nor its Partners will provide You any refund or credit for any payment that You have made for the Service, unless required to do so by applicable law.
    • No Refunds. Unless prohibited by applicable law, all subscription fees paid and charges made prior to termination of Your Service subscription are non-refundable. Termination of Your subscription shall not relieve You of any obligations to pay accrued and outstanding charges.
    • VoIP Connectivity. The Service can be configured as a VoIP phone which can be registered with the Subscriber’s VoIP phone service of choice, and for which additional third party fees may apply. All fees incurred in connection with the connectivity of the Service to the Subscriber’s VoIP phone service and Your use thereof are the Subscriber’s responsibility and are not included in the subscription fees payable to ZiipRoom hereunder. Please contact the applicable VoIP phone service provider for pricing plans and details.
  5. Ownership of Intellectual Property.
    • Unless otherwise specified in writing, all software, content, information and materials that are part of the Service are owned, controlled, or licensed by ZiipRoom and its licensors and are protected by law from unauthorized use. The entire contents of the Service are copyrighted under the United States copyright laws and/or similar laws of other jurisdictions. ZiipRoom, and any ZiipRoom logos or marks, are trademarks of ZiipRoom and its licensors and may not be used without the express written permission of ZiipRoom.
    • You do not acquire any ownership rights by using the Service or by downloading Applications to Your devices.
    • You agree not to copy, redistribute, publish or otherwise exploit material from the Service, except as expressly permitted herein, without the express prior written permission of ZiipRoom.
    • You hereby assign to ZiipRoom all rights in and to any comments, feedback, suggestions, ideas, and other submissions disclosed, submitted, or offered to ZiipRoom in connection with Your use of the Service (collectively, “Submissions”) and You agree that the Submissions will be the exclusive property of ZiipRoom, and in confirmation thereof You agree that, unless otherwise prohibited by law, ZiipRoom may use, sell, exploit and disclose the Submissions in any manner, without restriction and without compensation to You. You represent and warrant that any Submissions are Your original creations, that You have all rights to the Submissions, and that the Submissions do not infringe or violate the rights of any party, including without limitation any intellectual property rights or rights or privacy or publicity. You agree that the provisions in this Section 5.4 will survive any termination of Your subscription, the Service, or this Agreement.
    • You agree to include, and to not remove or alter, ZiipRoom’s trademark, copyright or other proprietary rights notices, as provided by ZiipRoom on or in connection with the Service, and You agree to comply with any usage guidelines that may be provided to You by ZiipRoom from time to time.
  6. No Support. ZiipRoom or, as applicable, its Partner will use its commercially reasonable efforts to make the Service available to You 24 hours per day, 7 days per week, except for scheduled or emergency down-time for maintenance, repair, upgrades or other changes. ZiipRoom will make reasonable efforts to minimize the amount of downtime. If You subscribe to the Service through a Partner, You must contact the Partner to request technical support for the Services. Notwithstanding the foregoing, ZiipRoom or, as applicable, its Partner are not required to provide any technical support for the Services. However, ZiipRoom or, as applicable, its Partner may elect to provide a phone number for You to send any questions and/or comments regarding the Services.
  7. Content Sharing. The Service may include features that facilitate the displaying and/or sharing of information or content from Your device (e.g., a laptop computer or a mobile phone) to monitors, devices or displays located in one or more Rooms within the Subscriber’s organization or facilities, and which features require network access (e.g., wireless network access) to enable communication between Your device and the Applications. In the event that no network access is provided, ZiipRoom offers a cloud-based media relay service to facilitate the transmission of information and content from Your device to the applicable Rooms (the “Media Relay Service”), which may be included in the Service made available to You, and the use of which may be subject to additional fees. The Subscriber may monitor, set limits on and/or disable the use or availability of the Media Relay Service through the Site.  If You use the Service to display information and content from Your device in any such Rooms, You are solely responsible for such information and content, and the consequences of displaying such information and content. You hereby acknowledge that any information or content that You share or display using the Service may be visible to others that are in the Room(s) or, in certain instances, the public. ZiipRoom shall have no responsibility for any actions taken, or failures to take action, with respect to any information or content that You elect to display or share using the Service.
  8. Passwords. You are responsible for all actions on the Service by You or under Your Service password or account and for taking all reasonable steps to ensure that no unauthorized person shall have access to Your Service password or account. Without limiting the foregoing, it is Your sole responsibility to: (1) control the dissemination and use of any login code and password; (2) authorize, monitor, and control access to and use of Your Service account and password; and (3) promptly inform ZiipRoom of any need to deactivate a password. You will promptly notify ZiipRoom of any unauthorized use of any of Your account credentials, including passwords.
  9. Hardware and Network Configuration. You acknowledge that the utility and performance of the Services is based on and requires that You have the necessary network access (e.g., a wired Ethernet network connection) and equipment installed and functioning properly and, absent which the Services may not be able to function properly. ZiipRoom does not guarantee that the Service, inclusive of the Sites and Applications or any portions thereof, will function on any particular hardware or devices. In addition, the Service may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.
  10. Usage Rules.
    • As a condition of Your use of and access to the Service, You agree to comply with any Application-specific or content-specific rules published within the Service, as well as with the following usage rules, which ZiipRoom may modify or supplement in its discretion from time to time (with notice to You of changes, per Section 2). The Service is made available to You solely for Your internal business purposes and in accordance with all applicable laws, rules and regulations (including those relating to internet, data, and email privacy) and, You agree that Your activities on and use of the Service will not:
      • copy or adapt the Service’s software;
      • reverse engineer, decompile, reverse assemble, modify or attempt to discover the Service’s software (source code or object code);
      • use or launch, develop or distribute any automated system, including, without limitation, any spider, robot (or “bot”), cheat utility, scraper or offline reader that accesses the Service, or use or launch any unauthorized script or other software;
      • distribute any virus, time bomb, trap door, or other harmful or disruptive computer code, mechanism or program;
      • cover or obscure any notice, legend, warning or banner contained on the Service;
      • interfere with or circumvent any security feature of the Service or any feature that restricts or enforces limitations on use of or access to the Service;
      • sell the Service or any part thereof in exchange for currency or items of monetary value;
      • use the Service for unlawful purposes or to otherwise violate any applicable law, including without limitation any applicable export laws;
      • infringe or violate the rights of any other party, including without limitation any intellectual property rights or rights of privacy or publicity;
      • be obscene, offensive, pornographic, fraudulent, deceptive, defamatory, threatening, harassing, abusive, slanderous, hateful, or cause embarrassment to any other person as determined by ZiipRoom in its sole discretion;

 

  • further any chain letters or pyramid schemes;

 

  • deliberately mislead anyone as to Your identity or falsely impersonate another person;

 

  • allow another person or entity to use Your login credentials or identity in order to access the Service;
  • post or transmit unsolicited messages, or engage in “spam”;

 

  • engage in conduct deemed by ZiipRoom to be in conflict with the spirit or intent of the Service, including without limitation, by restricting or interfering with any other End Users’ use or enjoyment of the Service, or exposing ZiipRoom or another to any liability or detriment of any kind;

 

  • engage in cheating or any other activity deemed by ZiipRoom to be in conflict with the spirit or intent of the Service; or
  • scrape or crawl the information or data on the Service.
  1. Privacy and Protection of Personal Information; Blind Data. ZiipRoom respects the privacy of Subscribers to and End Users of the Service. Information collected from You by ZiipRoom is subject to the ZiipRoom Privacy Policy. Please see ZiipRoom Privacy Policy for more information on the collection and use of Your information. You acknowledge and agree that the ZiipRoom Privacy Policy, including, but not limited to, the manner in which ZiipRoom collects, uses and discloses Your personally identifiable information and non-personally identifiable information, is incorporated into, made a part of, and governed by this Agreement. By accepting this Agreement, You agree to all of the terms of the ZiipRoom Privacy Policy. You further agree to comply with all applicable laws with respect to all information You may receive from ZiipRoom. ZiipRoom shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally identifiable data or information resulting from Your use of the Service, such as usage statistics (“Blind Data”). To the extent that any Blind Data is collected by ZiipRoom, such Blind Data shall be solely owned by ZiipRoom and may be used by ZiipRoom for any lawful business purpose without a duty of accounting to You, provided that the Blind Data is used only in an aggregated form, and without specifically identifying You as the source of the Blind Data.
  2. Warranty; Disclaimers; Limitations; Waivers of Liability.
    • ZiipRoom warrants to You that: (i) ZiipRoom will perform or otherwise make the Services available to You in a professional manner consistent with industry standards and practices; (ii) the Service, inclusive of the Applications, when used in accordance with any accompanying documentation or written specifications, will perform in all material respects as specified in such documentation and/or specifications; and (iii) the Applications will not contain any back door, time bomb, Trojan horse, worm, virus or similar malicious code (collectively, “Malware”). If You reasonably believe ZiipRoom has failed in a material respect to make the Services available in accordance with the terms of this Agreement or the foregoing express warranties, You shall notify ZiipRoom within thirty (30) days after the defective Services were performed or otherwise made available to You, and in the event of such defective Services, Your sole and exclusive remedy, and ZiipRoom’s sole and exclusive obligation, shall be for ZiipRoom to correct the defects or re-perform the Services. ZiipRoom will not be liable to the extent that any breach of the foregoing express warranties are caused by any other third-party components, software, hardware or services that were not provided to You by ZiipRoom, or Your unauthorized use of the Service, or Malware introduced by You or another End User.
    • WITH THE EXCEPTION OF THOSE EXPRESS WARRANTIES SET FORTH IN SECTION 12.1, YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER THE LAWS APPLICABLE TO TERMS OF USE WITH ANY LEGALLY REQUIRED WARRANTY PERIOD TO THE SHORTER OF THIRTY (30) DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED). WITHOUT LIMITING THE FOREGOING, NEITHER ZIIPROOM NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, THE “ZIIPROOM PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, UNCORRUPTED, TIMELY, OR ERROR-FREE.
    • THE ZIIPROOM PARTIES WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, PERSONAL INJURY/WRONGFUL DEATH, LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE, WHETHER OR NOT THE ZIIPROOM PARTIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING EXCLUSION OF LIABILITY IS FOUND BY A COURT OF COMPETENT JURISDICTION TO BE UNENFORCEABLE, AND A DETERMINATION IS MADE THAT ZIIPROOM IS LIABLE, THE PARTIES AGREE THAT THE CAP ON SUCH LIABILITY, AND THE MOST THE ZIIPROOM PARTIES WOULD BE LIABLE TO YOU FOR, IS THE AMOUNT THE SUBSCRIBER HAS PAID ZIIPROOM IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM. FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCES WILL THE ZIIPROOM PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT THE APPLICABLE SUBSCRIBER HAS PAID ZIIPROOM IN THE NINETY (90) DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
    • TO THE FULLEST EXTENT PERMITTED BY LAW, THESE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION, ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE).
  3. Indemnification.
    • ZiipRoom agrees to defend, indemnify and hold You harmless from and against any third-party claim, demand, suit, investigation or proceeding (each, a “Claim”) made or brought against You alleging: (i) ZiipRoom’s breach or grossly negligent performance of its obligations under this Agreement, or (ii) that the Service infringes or misappropriates a third-party copyright, trade secret, trademark or United States patent. If Your use of the Services has become, or in ZiipRoom’s reasonable opinion is likely to become, the subject of any Claim, ZiipRoom may at its option and expense: (i) procure for You the right to continue using the Services as set forth herein; (ii) modify the Services to make it non-infringing; or (iii) if the foregoing options are not reasonably practicable, terminate this Agreement. ZiipRoom will have no liability or obligation with respect to any Claim to the extent caused by Your use of the Services in a manner that is not in accordance with this Agreement, or the combination, operation or use of the Services with other applications, portions of applications, products or services where the Services would not by itself be infringing. This Section 13.1 states ZiipRoom’s entire and exclusive obligation, and Your exclusive remedy, for any claim of any nature related to the subject matter described in this Section 13.1.
    • You agree to defend, indemnify and hold harmless the ZiipRoom Parties from and against all liability, Claims, actions and expenses, including attorneys’ fees and costs, arising out of Your use of the Service and/or Your breach or alleged breach of any term, condition, obligation, representation or warranty in this Agreement, except to the extent that such Claim is indemnifiable by ZiipRoom in accordance with Section 13.1. You agree that the provisions in this paragraph will survive any termination of Your account(s) the Service, or this Agreement.
  4. Governing Law/Waiver of Injunctive Relief.
    • This Agreement and all aspects of the Service will be governed by and construed in accordance with the internal laws of the United States and the Commonwealth of Massachusetts governing contracts entered into and to be fully performed in Massachusetts (i.e., without regard to conflict of laws provisions) regardless of Your location. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), You agree not to commence or prosecute any action in connection therewith other than in the state or federal courts located in Boston, Massachusetts, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Boston, Massachusetts.
    • You acknowledge that the rights granted and obligations made hereunder to ZiipRoom are of a unique and irreplaceable nature, the loss of which will irreparably harm ZiipRoom and which cannot be replaced by monetary damages alone so that ZiipRoom will be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety) in the event of any breach or anticipatory breach by You. You irrevocably waive all rights to seek injunctive or other equitable relief and agree to limit Your claims to claims for monetary damages (if any).
    • To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), You and ZiipRoom agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other. You will send Your notice to ZiipRoom, Inc., Attn: Legal Affairs, 2 Burlington Woods Drive, Suite 100 Burlington, MA 01803.
    • Mandatory Arbitration. If You and ZiipRoom are unable to resolve a Dispute through informal negotiations within thirty (30) days, either You or ZiipRoom may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party will be final and binding on the other. YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration will be commenced and conducted under the Streamlined Arbitration Rules and Procedures (the “Rules”) of JAMS, which is available at the JAMS website jamsadr.com. The determination of whether a Dispute is subject to arbitration will be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and Your share of arbitrator compensation will be governed by the Rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
    • Notwithstanding the above, You and ZiipRoom agree that arbitration will be limited to the Dispute between ZiipRoom and You individually. To the full extent permitted by law, (a) no arbitration will be joined with any other; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
    • You and ZiipRoom agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of Your or of ZiipRoom’s intellectual property rights; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and (c) any claim for injunctive relief or to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.
  5. Waiver/Severability.
    • The failure of ZiipRoom to require or enforce strict performance by You of any provision of this Agreement or to exercise any right under any provision of this Agreement will not be construed as a waiver or relinquishment of ZiipRoom’s right to assert or rely upon any such provision or right in that or any other instance.
    • You and ZiipRoom agree that if any portion of this Agreement, except any portion of Section 14.4 (Mandatory Arbitration), is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision will, as to such jurisdiction, be ineffective to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of this Agreement, which will continue to be in full force and effect. If Section 14.4 (Mandatory Arbitration) is found to be illegal or unenforceable then neither You nor ZiipRoom will elect to arbitrate any Dispute falling within that portion of Section 14.4 (Mandatory Arbitration) found to be illegal or unenforceable and such Dispute will be decided by a court of competent jurisdiction within Boston, Massachusetts, and You and ZiipRoom agree to submit to the personal jurisdiction of that court.
  6. SMS Messages. You hereby acknowledge and agree that the Service may send You informational text (SMS) messages as part of the normal business operation of Your use of the Service. You may opt-out of receiving text (SMS) messages from ZiipRoom at any time by texting the word STOP from the mobile device receiving the messages to the number from which messages were sent; provided, however, that You hereby acknowledge that opting out of receiving text (SMS) messages may limit or interfere with certain functionality of the Service.

 

  1. Miscellaneous. This Agreement is effective until terminated by either party. You may terminate this Agreement by destroying all Service-related materials obtained from the Service and/or ZiipRoom. The privileges granted to You under this Agreement will terminate immediately and automatically without notice from ZiipRoom if, in ZiipRoom’s sole discretion, You fail to comply with any term or provision of this Agreement. Neither the course of conduct between the parties nor trade practice will act to modify this Agreement. ZiipRoom may assign this Agreement to any party at any time without any notice to You. You may not assign this Agreement without ZiipRoom’s prior written consent. This Agreement (including the Order Form and ZiipRoom Privacy Policy) contains the entire understanding of You and ZiipRoom, and supersedes all prior understandings between the parties concerning its subject matter, and cannot be changed or modified by You. The section headings used in this Agreement are for convenience only and will not be given any legal import. You agree that this Agreement will not be construed against ZiipRoom by virtue of having drafted it. You hereby waive any and all defenses You may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

Statute of Limitations. You and ZiipRoom both agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement (including the Privacy Policy) must be filed within one (1) year after such claim or cause of action arose or will be forever barred