Zupa! Terms of Service

 

Please read these Terms of Service (collectively with the Zupa! Privacy Policy (http://www.zupa.me/privacy.html), the "Terms of Service") fully and carefully before using www.zupa.me (the "Site") and the services, features, content or applications, including the Zupa! application (the "Application"), offered by Zupa!, Inc., d/b/a Zupa! ("Zupa!", "we", "us" or "our") (together with the Site, the "Services"). These Terms of Service set forth the legally binding terms and conditions for your use of the Services.

1. Acceptance of Terms of Service.
a. By registering for and/or using the Services in any manner, including but not limited to visiting or browsing the Site or using the Application, you agree to these Terms of Service, to Stripe's Terms of Service ( https://stripe.com/us/terms/) and all other operating rules, policies and procedures that may be published from time to time on the Site or Application by us, each of which is incorporated by reference and each of which may be updated from time to time without notice to you.
b. Certain of the Services may be subject to additional terms and conditions specified by us from time to time; your use of such Services is subject to those additional terms and conditions, which are incorporated into these Terms of Service by this reference.
c. These Terms of Service apply to all users of the Services, including, without limitation, users who are contributors of content, information, and other materials or services, registered or otherwise.

2. Eligibility. You represent and warrant that you are at least 13 years of age, provided that if you are under 18 years of age, your use of the Services is subject to requirements of parental consent. If you are under age 13, you may not, under any circumstances or for any reason, use the Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms of Service or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

3. Registration. To sign up for the Services, you must register for an account on the Services (an "Account") or log in using OAuth for Facebook. By using the Services through your Facebook ID, you permit us to access certain information from such account for use by the Services. You may control the amount of information that is accessible to us by adjusting your Facebook account privacy settings. You must provide accurate and complete information and keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are solely responsible for the activity that occurs on your Account, and for keeping your Account password secure. You may never use another person's user account or registration information for the Services without permission. You must notify us immediately of any change in your eligibility to use the Services (including any changes to or revocation of any licenses from state authorities), breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

4. Content.

a. Definition. For purposes of these Terms of Service, the term "Content" includes, without limitation, information, data, text, photographs, videos, audio clips, written posts and comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, "Content" also includes all User Content (as defined below).

b. User Content. All Content added, created, uploaded, submitted, distributed, or posted to the Services by users (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. You represent that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You acknowledge that all Content, including User Content, accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to you or any other party resulting therefrom. We do not guarantee that any Content you access on or through the Services is or will continue to be accurate.

c. Notices and Restrictions. The Services may contain Content specifically provided by us, our brands, partners or our users and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.

d. Use License. Subject to these Terms of Service, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use (i.e., to download and display locally) Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for other than purposes of using the Services is expressly prohibited without prior written permission from us. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.

e. License Grant. By submitting User Content through the Services, you hereby do and shall grant us a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Content in connection with the Site, the Application, the Services and our (and our successors' and assigns') businesses, including without limitation for promoting and redistributing part or all of the Site, the Application or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your Account or the Services. You also hereby do and shall grant each user (including any brands that post content to the Services) of the Site, the Application and/or the Services a non-exclusive, perpetual license to access your User Content that is available to such user through the Site and/or the Services, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Content, including after your termination of your Account or the Services. For clarity, the foregoing license grants to us and our brands and users does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

f. Availability of Content. We do not guarantee that any Content will be made available on the Site, the Application or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove or block any Content from the Services.

5. Zupa! Application License.

a. License Grant. Subject to your compliance with the terms and conditions of these Terms of Service, we grant to you a limited, non-exclusive, non-transferable license, without the right to sublicense, to download and install the Application on devices that you own and control and run such cop(ies) of the Application solely for your private, personal, non-commercial use. Furthermore, with respect to any Application downloaded through the iTunes App Store, you will only use such application as permitted by the "Usage Rules" set forth in the Apple App Store Terms of Service. We reserve all rights in the Application not expressly granted to you in these Terms of Service.

b. Restrictions. Except as expressly specified in these Terms of Service, you shall not (i) copy or modify the Application, including, but not limited to adding new features or otherwise making adaptations that alter the functioning of the Application; (ii) transfer, sell, rent, lease, distribute, sublicense or otherwise assign any rights to, or any portion of, the Application to any third party; or (iii) make the functionality of the Application available to multiple users through any means, including, but not limited to distribution of the Application or by uploading the Application to a network or file-sharing service or through any hosting, application services provider or any other type of service. The Application contains trade secrets, and in order to protect those secrets you agree not to disassemble, decompile or reverse engineer the Application, in whole or in part, or permit or authorize a third party to do so, except to the extent such restrictions are expressly prohibited by statutory law. You will comply with any technical restrictions in the Application that allow you to use the Application only in certain ways.

c. Updates and Upgrades; No Obligation. We are not obligated to maintain or support the Application, or to provide you with updates, upgrades or services related thereto. You acknowledge that Zupa! may from time to time in its sole discretion issue updates or upgrades to the Application. You agree that the terms and conditions of these Terms of Service will apply to all such updates or upgrades.

d. U.S. Government Users. The Application and related documentation are "commercial items" as that term is defined in FAR 2.101, consisting of "commercial computer software" and "commercial computer software documentation," respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Application and related documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government's rights in the Application and related documentation will be only those specified in these Terms of Service.

e. Export Control. You may not use, export, re-export, import, or transfer the Application except as authorized by United States law, the laws of the jurisdiction in which you obtained the Application, and any other applicable laws or regulations. In particular, but without limitation, the Application may not be exported or re-exported (i) into any United States embargoed countries or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Person's List or Entity List. By using the Application, you represent and warrant that you are not located in any such country or on any such list. You also will not use the Application for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.

6. Rules of Conduct.

a. As a condition of use, you promise not to use the Services for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Services.
b. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
i. infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty (see our DMCA Copyright Policy below);
ii. you know is false, misleading, untruthful or inaccurate;
iii. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
iv. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");
v. contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of ours or of any third party;
vi. impersonates any person or entity, including any of our employees or representatives; or
vii. includes anyone's identification documents or sensitive financial information.
c. You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
d. You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
e. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of us, our users and the public.

7. Third Party Services. The Services may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Services. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we 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 on any such content, goods or services available on or through any such website or resource.

8. Apple Device and Application Terms. If you are accessing the Services via an Application on a device provided by Apple, Inc. ("Apple") or an Application obtained through the Apple App Store, the following shall apply:

a. Both you and Zupa! acknowledge that these Terms of Service are concluded between you and Zupa! only, and not with Apple, and that Apple is not responsible for the Application or the Content;
b. The Application is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely to be used in connection with the Services for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms of Service as they are applicable to the Services;
c. You will only use the Application in connection with an Apple device that you own or control;
d. You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application;
e. In the event of any failure of the Application to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple's sole warranty obligation to you will be to refund to you the purchase price, if any, of the Application;
f. You acknowledge and agree that Zupa!, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application;
g. You acknowledge and agree that, in the event of any third party claim that the Application or your possession and use of the Application infringes that third party's intellectual property rights, Zupa!, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
h. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
i. Both you and Zupa! acknowledge and agree that, in your use of the Application, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and
j. Both you and Zupa! acknowledge and agree that Apple and Apple's subsidiaries are third party beneficiaries of these Terms of Service, and that upon your acceptance of these Terms of Service, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Service against you as the third party beneficiary hereof.

9. Payments.

a. Payments. We use a third-party payment processor (the "Payment Processor") to allow you to pay for products purchased through the Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to this Agreement. We are not responsible for error by the Payment Processor. By choosing to purchase goods through the Services, you agree to pay through the Payment Processor, all charges at the prices then in effect for your purchase in accordance with the applicable payment terms and you authorize us, via the applicable Payment Processor, to charge your chosen payment provider (your "Payment Method"). Such charges for your purchase may include shipping fees and state and local sales tax, the amount of which varies due to factors including the type of item purchased and the shipping destination. You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. You acknowledge and agree that (i) your purchases through the Services are transactions between you and the brand of such purchases, and not with us or any of our affiliates; and (ii) we are not a party to your payment transaction for such purchases and we are not a buyer or a seller in connection with such transactions.

b. Payment Method. 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. If we, via the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your applicable purchase upon demand.

c. Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR PAYMENT METHOD. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR PAYMENT METHOD CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD.

10. Shipping and Returns; Customer Service. Each brand on the Services has its own, distinct shipping and returns policy, which is made available to you through the Services. Zupa! facilitates the payment processing of each purchase, but after you have submitted your purchase, your order will be governed solely by the policies of the applicable brand, including but not limited to shipping, returns and any customer service inquiries.

11. Sweepstakes, Giveaways and Contests. From time to time, we or our brands may feature sweepstakes and giveaways (collectively, "Sweepstakes"), as well as contests ("Contests") on the Services. For Sweepstakes, winners shall be chosen at random. In contrast, for Contests, winners shall be chosen based on skill. In addition to specific rules and descriptions for each Sweepstakes or Contest on the Services, which are incorporated herein, the following terms apply.

a. NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN. MAKING A PURCHASE DOES NOT INCREASE YOUR CHANCES OF WINNING.

b. Subject to these Terms of Service, Sweepstakes and Contests are only open only to permanent legal U.S. residents who are at least 18 years old as of the date of entry. Employees of the applicable brand, Zupa!, or any other entity associated with the applicable prize, and their respective parents, affiliates, subsidiaries, advertising and promotion agencies and any other entity involved in the development or administration of the Sweepstakes or Contests, and their immediate family members or household members are not eligible to participate in or win the applicable Sweepstakes or Contests. THE SWEEPSTAKES AND CONTESTS ARE VOID WHERE PROHIBITED OR RESTRICTED BY LAW OR WHERE BONDING, REGISTRATION, OR OTHER REQUIREMENTS WOULD BE REQUIRED BUT HAVE NOT BEEN MET, OR WHERE THE METHODS OF ENTRY SET FORTH BELOW WOULD BE DEEMED CONSIDERATION. ALL APPLICABLE FEDERAL, STATE AND LOCAL LAWS APPLY.

c. We and the applicable brand expressly reserve the right to disqualify any entries that we believe in good faith are generated by an automated means or scripts, or if you fail to comply with these terms in our sole discretion. Entries generated by script, macro or other automated means are void. Our decisions are final and binding with respect to all matters related to Sweepstakes or Contests. In no event shall we be obligated in award any prizes other than those described. We reserve the right to substitute a prize of equal or greater monetary value for any prize if such prize should become unavailable for any reason. Winners shall be responsible and liable for all federal, state and local taxes on the value of the prizes, and any related shipping and handling charges. Please contact us to receive a complete list of winners for each Sweepstakes or Contest. Depending on the Sweepstakes or Contest, we or the applicable brand associated with the prize shall be solely responsible for prize fulfillment.

d. By entering a Sweepstakes or Contest, you agree to conform to all federal, state and local laws and regulations. When applicable, the winner may be required to execute and return (and winning may be conditioned upon the winner executing and returning) to us or the applicable brand, within ten (10) business days, an Affidavit of Eligibility and a Liability and Publicity Release drafted by us to be eligible for the prize, or an alternate winner will be selected. Winners may also be required to complete relevant tax forms or furnish proof of identity. Unless prohibited by applicable law, your acceptance of a prize constitutes your permission for us to use your name, photograph, likeness, voice, address (city and state) and testimonials in all media, in perpetuity, in any manner we deem appropriate for publicity purposes without any compensation to you or any review or approval rights, notifications, or permissions; and constitutes your consent for us to disclose your personally identifiable information to third parties (including, without limitation, placing the winner's name on a winner's list).

e. Participation in the Sweepstakes or Contests are at your own risk. We shall not be liable for any technical malfunctions, electronic miscommunications, or technical hardware or software failures of any kind which may limit your ability to participate in the Sweepstakes or Contests, or any other injury or damage in connection with the Sweepstakes or Contests. THE PRIZES ARE AWARDED "AS IS" AND WE DO NOT MAKE ANY, AND HEREBY DISCLAIM ANY AND ALL, REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING THE PRIZES.

f. Any person attempting to defraud or in any way tamper with the Sweepstakes and Contests may be prosecuted to the full extent of the law. We reserve the right to modify these terms in any way or at any time. We reserve the right, in our sole discretion, to cancel or suspend any Sweepstakes or Contests should viruses, bugs or other causes beyond their control corrupt the administration, security or proper operation of such Sweepstakes or Contests. In the event of cancellation or suspension, we shall promptly post a notice on the Services to such effect.

12. Termination. We may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Account. If you wish to terminate your Account, you may do so by following the instructions on the Site or through the Services. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, licenses of User Content, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

13. Warranty Disclaimer.

a. We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding:
i. which users gain access to the Services;
ii. what Content you access via the Services; or
iii. how you may interpret or use the Content.

b. You release us from all liability for you having acquired or not acquired Content through the Services. We make no representations concerning any Content contained in or accessed through the Services or the third party products purchased through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or Content contained in or accessed through the Services.

c. THE SERVICES AND CONTENT ARE PROVIDED "AS IS", "AS AVAILABLE" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK.

14. Indemnification. You shall defend, indemnify, and hold harmless us, our affiliates and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Content, violation of these Terms of Service, or infringement by you, or any third party using your Account or identity in the Services, of any intellectual property or other right of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

15. Limitation of Liability. IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) OF THE LESSER OF (A) THE AMOUNT PAID FOR THE APPLICABLE PURCHASE GIVING RISE TO THE LIABILITY OR (B) $500.00.

16. Governing Law and Jurisdiction. These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of these Terms of Service shall be governed by the exclusive jurisdiction and venue of the state and Federal courts of New York County, New York.

17. Modification. We reserve the right, in our sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or the Application or by sending you notice through the Services, via e-mail or by another appropriate means of electronic communication. We may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. While we will timely provide notice of modifications, it is also your responsibility to check these Terms of Service periodically for changes. Your continued use of the Services following notification of any changes to these Terms of Service constitutes acceptance of those changes.

18. Miscellaneous.

a. Entire Agreement and Severability. These Terms of Service are the entire agreement between you and us with respect to the Services, including use of the Site, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and us with respect to the Services. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder

b. Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

c. Assignment. These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

d. Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

e. Notices. Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to legal@shopZupa!.com.

f. No Waiver. Our failure to enforce any part of these Terms of Service shall not constitute a waiver of our right to later enforce that or any other part of these Terms of Service. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

g. Headings. The section and paragraph headings in these Terms of Service are for convenience only and shall not affect their interpretation.

19. DMCA Copyright Policy.

a. Zupa! has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act (http://lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of the Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is listed at the end of this policy.

b. Procedure for Reporting Copyright Infringement. If you believe that material or content residing on or accessible through the Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below:

i. A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

ii. Identification of works or materials being infringed;

iii. Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Company is capable of finding and verifying its existence;

iv. Contact information about the notifier including address, telephone number and, if available, e-mail address;

v. A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and

vi. A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

c. Please contact the Designated Agent to Receive Notification of Claimed Infringement for Zupa! at support@zupa.zendesk.com or at:

Zupa! Inc.
1920 Belmont Ave
San Carlos, Ca 94070


Contact. You may contact us at the following address: Zupa!, Inc., 1920 Belmont Ave, San Carlos, California 94070

20. FOR EVERY TRANSACTION THAT IS COMMENCED THROUGH OUR SITE, YOU MUST MAKE YOUR OWN INDEPENDENT DETERMINATION REGARDING THE STATEMENTS, PRODUCT DESCRIPTIONS OR THE REPRESENTATIONS OF THE OTHER PARTY AND THE PARTY'S ABILITY TO PAY FOR OR DELIVER THE ITEM(S) OFFERED. PLEASE USE CAUTION, COMMON SENSE, AND PRACTICE SAFE TRADING WHEN DEALING WITH OTHER USERS OR OTHERWISE USING THE SITE.

Item Comment System: User authentication on the Internet is difficult. Zupa! may attempt, but is under no obligation, to independently confirm a user's purported identity. Therefore, we have established an item commenting system to help you evaluate the user with whom you are dealing. We also encourage you to communicate directly with potential buyers or sellers through the features available through the Service. Listing Restrictions: Zupa! prohibits the listing or sale of any item that is illegal to sell under any applicable law, statute, ordinance, or regulation, including without limitation items listed in our Community guidelines available at http://www.zupa.me/community-guidelines, which is hereby incorporated by reference into these Terms of Service.

Selling: You must have the legal authority to sell the items that you are listing for sale through the Service. You must describe your item (including the original price) and all terms of sale in your listing truthfully, accurately and reasonably completely. If you accept an offer, you shall complete the transaction with the buyer unless the transaction is prohibited by law or these Terms of Service, subject to the return procedure described below. You are also responsible for payment of the commission to Zupa! as set forth in the Fee Policy. An offer to sell may be retracted at any time prior to its acceptance, but not after.

Buying: If you agree to purchase an item through the Service and confirm the transaction, you are obligated to complete the transaction in accordance with the terms and conditions specified by the seller (e.g., with respect to the listing price), unless the transaction is prohibited by law or these Terms of Service, subject to the return procedure described below.


Effective Date of Terms of Service: 01/14/2014