ZIPIDEE TERMS AND CONDITIONS

Zipidee.com is a platform that allows Members to create unique personal profiles online in order to promote themselves, collaborate, and purchase and sell digital and physical goods. The Services offered by Zipidee, Inc. (“Zipidee” or “we”) include the Zipidee Website (the “Website”), Zipidee Marketplace, feedback forum, MyZipidee Console, chat rooms, journals and weblogs (blogs), message boards, classifieds, public forums, and any other features, content, widgets, or applications offered from time to time by Zipidee in connection with the Website (collectively, the “Services”).

This Terms of Use Agreement (“Agreement”) sets forth the legally binding terms for your use of the Services. By using the Services, you agree to be bound by this Agreement, whether you are a “Member” (which means that you have registered with Zipidee) or a “Visitor” (which means that you have not registered). The term “User” refers to a Visitor or a Member.

You are only authorized to use the Services (regardless of whether your access or use is intended) if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do not agree with it, you should leave the Website and discontinue use of the Services immediately. If you wish to become a Member, communicate with other Members and make use of the Services, you must read this Agreement and indicate your acceptance at the end of this document as part of the registration process.

In order to participate in certain Services, you may be notified that you are required to download software or content and/or agree to additional terms and conditions. Unless otherwise provided by the additional terms and conditions applicable to the Services in which you choose to participate, those additional terms are hereby incorporated into this Agreement.

Various pages on the Website permit you to register for or access the Website or Services. Many of these pages contain conditions on your use of the Website or Services. For instance, a page may say “In order to [register for or access the Website or a Service], you must …” or “By [registering for or accessing the Website or a Service], you agree that …” or “Do…” or “Do not….” These conditions, requirements and agreements form a part of this Agreement (even if they appear to be plain English rather than “lawyer language”) and are incorporated herein by reference.

Zipidee may modify this Agreement from time to time and such modification shall be effective upon posting by Zipidee on the Website. You agree to be bound to any changes to this Agreement when you use the Services after any such modification is posted. You should therefore review this Agreement regularly to ensure you are updated as to any changes.

Please choose carefully the information you post on Zipidee and that you provide to other Users. Your Zipidee profile may not include the following items: telephone numbers, street addresses, last names, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other Zipidee Members (for instance, in their Profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Zipidee assumes no responsibility or liability for this material. If you become aware of misuse of the Services by any person, please contact Zipidee at info@Zipidee.com ATT: Inappropriate Content.

Zipidee reserves the right, in its sole discretion, to reject, refuse to post, or remove any posting (including email) by you, or to restrict, suspend, or terminate your access to all or any part of the Services at any time, for any or no reason, with or without prior notice, and without liability.

Use of the Site and Services, and Membership, are also subject to the Privacy Policy, which is incorporated into this Agreement by reference.

1. Eligibility. Use of the Services and Membership is void where prohibited. By using the Services, you represent and warrant that (a) all registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 14 years of age or older; and (d) your use of the Services does not violate any applicable law or regulation. Your profile may be deleted and your Membership may be terminated without warning, if we believe that you are under 14 years of age.
2. Term. This Agreement shall remain in full force and effect while you use the Services or are a Member. You may terminate your Membership at any time, for any reason, by following the instructions on the Member's Account Settings page. Zipidee may terminate your Membership at any time, without warning. Even after your Membership is terminated, this Agreement will remain in effect, including sections 5-17.
3. Fees. You acknowledge that Zipidee reserves the right to charge for the Services and to change its fees from time to time at its discretion. If Zipidee terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of any fees.
4. Password. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality of your password. You agree not to use the account, username, or password of another Member at any time or to disclose your password to any third party. You agree to notify Zipidee immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.
5. Non-Commercial Use by Members. The Services are for the personal use of Members only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Zipidee. Illegal and/or unauthorized use of the Services, including collecting usernames and/or email addresses of Members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles without notice and may result in termination of Membership. Appropriate legal action will be taken for any illegal or unauthorized use of the Services.
6. Proprietary Rights in Content on Zipidee.
1. By displaying or publishing (“posting”) any messages, text, files, images, photos, video, sounds, music, profiles, works of authorship, or any other materials (collectively, “Content”) on or through the Services, you hereby grant to Zipidee, a non-exclusive, fully-paid and royalty-free, worldwide license (with the right to sublicense through unlimited levels of sublicensees) to use, copy, modify, adapt, translate, publicly perform, publicly display, store, reproduce, transmit, and distribute such Content on and through the Services. This license will terminate at the time you remove such Content from the Services. Notwithstanding the foregoing, a back-up or residual copy of the Content posted by you may remain on the Zipidee servers or those of sublicensees after you have removed the Content from the Services, and Zipidee retains the rights to those copies. You represent and warrant that: (i) you own the Content posted by you on or through the Services or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your Content on or through the Services does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any Content posted by you to or through the Services.
2. The Services contain Content of Zipidee (“Zipidee Content”). Zipidee Content is protected by copyright, trademark, patent, trade secret and other laws, and Zipidee owns and retains all rights in the Zipidee Content and the Services. Zipidee hereby grants you a limited, revocable, nonsublicensable license to reproduce and display the Zipidee Content (excluding any software code) solely for your personal use in connection with viewing the Website and using the Services.
3. The Services also contain Content of Users and other licensors.
4. Except for Content posted by you or otherwise pre-approved by Zipidee, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, or sell any Content appearing on or through the Services.
7. Content Posted.
1. Zipidee may delete any Content that in the sole judgment of Zipidee violates this Agreement or which may be offensive, illegal or violate the rights, harm, or threaten the safety of any person. However, Zipidee assumes no responsibility for monitoring the Services for inappropriate Content or conduct. If at any time Zipidee chooses, in its sole discretion, to monitor the Services, Zipidee nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the User submitting any such Content.
2. You are solely responsible for the Content that you post on or through any of the Services, and any material or information that you transmit to other Users and for your interactions with other Users. Zipidee does not endorse and has no control over the Content. Content is not necessarily reviewed by Zipidee prior to posting and does not necessarily reflect the opinions or policies of Zipidee. Zipidee makes no warranties, express or implied, as to the Content or to the accuracy and reliability of the Content or any material or information that you transmit to other Members.
8. Content/Activity Prohibited. The following is a partial list of the kind of Content that is illegal or prohibited to post on or through the Services. Zipidee reserves the right to investigate and take appropriate legal action against anyone who, in Zipidee's sole discretion, violates this provision, including without limitation, removing the offending communication from the Services and terminating the Membership of such violators. Prohibited Content includes, but is not limited to Content that, in the sole discretion of Zipidee:
1. is patently offensive and promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual;
2. harasses or advocates harassment of another person;
3. exploits people in a sexual or violent manner;
4. contains nudity, violence, or offensive subject matter;
5. solicits personal information from anyone under 18;
6. provides any telephone numbers, street addresses, last names, URLs or email addresses;
7. provides information that you know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
8. promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protection devices, providing pirated music or links to pirated music files, or providing lyrics, guitar tablature (tabs) or sheet music;
9. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, “spimming,” or “spamming”;
10. contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
11. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses, worms, spyware or other harmful files (“Viruses”);
12. transmits or constitutes a Virus; or solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
13. involves commercial activities and/or sales without Zipidee’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
14. includes a photograph of another person that you have posted without that person's consent; or
15. for band and filmmaker profiles, uses sexually suggestive imagery or any other unfair, misleading or deceptive Content intended to draw traffic to the profile.

The following is a partial list of the kind of activity that is illegal or prohibited on the Website and through your use of the Services. Zipidee reserves the right to investigate and take appropriate legal action against anyone who, in Zipidee's sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

16. criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of Viruses, copyright infringement, patent infringement, or theft of trade secrets;
17. advertising to, or solicitation of, any Member to buy or sell any products or services not sold directly through the Services. You may not transmit any chain letters or junk email to other Members. It is also a violation of these rules to use any information obtained from the Services in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Zipidee reserves the right to restrict the number of emails that a Member may send to other Members in any 24-hour period to a number that Zipidee deems appropriate in its sole discretion. If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to Zipidee, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Zipidee $100 for each such unsolicited email or other unsolicited communication you send through the Services;
18. covering or obscuring the banner advertisements on your personal profile page, or any Zipidee page via HTML/CSS or any other means;
19. any automated use of the system, such as using scripts to add friends;
20. interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;
21. attempting to impersonate another Member or person;
22. using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account;
23. selling or otherwise transferring your profile;
24. using any information obtained from the Services in order to harass, stalk, abuse, or harm another person; or
25. using the Services in a manner inconsistent with any and all applicable laws and regulations.
9. Copyright Policy. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is the policy of Zipidee to terminate the Membership of any Member who repeatedly infringes the copyright rights of others upon receipt of prompt notification to Zipidee by the copyright owner or the copyright owner's legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Services in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Website; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Zipidee's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Zipidee, Inc., 28 Liberty Ship way, Suite 2800, Sausalito, CA 94965; Attn: Copyright Agent; and email: info@Zipidee.com.
10. Member Disputes. You are solely responsible for your interactions with other Zipidee Members. Zipidee reserves the right, but has no obligation, to monitor disputes between you and other Members.
11. Terms of Service. The rules regarding the Zipidee Marketplace are herein incorporated by reference as the Marketplace Policies, and include the following.

Using Zipidee

While using the Services, you will not:

1. post content or items in an inappropriate category or areas on the Sites;
2. violate any laws, third party rights, or our policies;
3. use the Sites if you are not able to form legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from our Sites;
4. fail to deliver payment for items purchased by you, unless the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot authenticate the seller's identity;
5. manipulate the price of any item or interfere with other user's listings;
6. circumvent or manipulate our fee structure, the billing process, or fees owed to Zipidee;
7. post false, inaccurate, misleading, defamatory, or libelous content (including personal information);
8. take any action that may undermine the feedback or ratings systems (such as displaying, importing or exporting feedback information off of the Sites or for using it for purposes unrelated to Zipidee);
9. transfer your Zipidee account (including feedback) and User ID to another party without our consent;
10. distribute or post spam, chain letters, or pyramid schemes;
11. distribute viruses or any other technologies that may harm Zipidee, or the interests or property of Zipidee users;
12. copy, modify, or distribute content from the Sites and Zipidee's copyrights and trademarks; or
13. harvest or otherwise collect information about users, including email addresses, without their consent

Abusing Zipidee

Zipidee and the Community work together to keep the Sites working properly and the Community safe. Please report problems, offensive content, and policy violations to us.

Without limiting other remedies, we may limit, suspend, or terminate our service and user accounts, prohibit access to our website, remove hosted content, and take technical and legal steps to keep users off the Sites if we think that they are creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of our policies. We also reserve the right to cancel unconfirmed accounts.

Fees and Services

Joining Zipidee and browsing digital content is free. However, if you wish to purchase a digital good, there will be a charge set by the creator of the digital good. We also charge fees for using other services, such as listing items. When you list an item or use a service that has a fee you have an opportunity to review and accept the fees that you will be charged based on our Fees schedule as outlined in our Marketplace Policies, which we may change from time to time. Changes to the Marketplace Policies are effective after we provide you with at least fourteen days' notice by posting the changes on the Sites. We may choose to temporarily change the fees for our services for promotional events (for example, free listing days) or new services, and such changes are effective when we post the temporary promotional event or new service on the Sites.

Unless otherwise stated, all fees are quoted in U.S. Dollars. You are responsible for paying all fees and applicable taxes associated with the Sites in a timely manner with a valid payment method. If your payment method fails or your account is past due, we may collect fees owed using other collection mechanisms. (This includes charging other payment methods on file with us, retaining collection agencies and legal counsel, and for accounts over 180 days past due, deducting the amount owed from your PayPal account balance.)

Content License

When you give us content, you grant us a non-exclusive (unless otherwise agreed to), worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise the copyright, publicity, and database rights (but no other rights) you have in the content, in any form known now or in the future. (We need these rights to host and display your content.)

Liability

You will not hold Zipidee responsible for other users' actions or inactions, including things they post. You acknowledge that we are not a traditional marketplace. Instead, the Sites are a venue to allow anyone to offer, sell, and buy just about any digital good, at anytime, from anywhere, in a variety of pricing formats and venues, such as stores, fixed price formats. We are not involved in the actual transaction between buyers and sellers. We have no control over and do not guarantee the quality, safety or legality of items advertised, the truth or accuracy of listings, the ability of sellers to sell items, the ability of buyers to pay for items, or that a buyer or seller will actually complete a transaction.

We do not transfer legal ownership of items from the seller to the buyer, and nothing in this agreement shall modify the governing provisions of California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2), under which legal ownership of an item is transferred upon physical delivery of the item to the buyer by the seller. Unless the buyer and the seller agree otherwise, the buyer will become the item's lawful owner upon physical receipt of the item from the seller, in accordance with California Commercial Code § 2401(2) and Uniform Commercial Code § 2-401(2). Further, we cannot guarantee continuous or secure access to our services, and operation of the Sites may be interfered with by numerous factors outside of our control. Accordingly, to the extent legally permitted, we exclude all implied warranties, terms and conditions. We are not liable for any loss of money, goodwill, or reputation, or any special, indirect, or consequential damages arising out of your use of our Sites. Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Regardless of the previous paragraph, if we are found to be liable, our liability to you or to any third party is limited to the greater of (a) the total fees you paid to us in the 12 months prior to the action giving rise to the liability, and (b) $100.

Release

If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

Access and Interference

The Sites contains robot exclusion headers. Much of the information on the Sites is updated on a real-time basis and is proprietary or is licensed to Zipidee by our users or third parties. You agree that you will not use any robot, spider, scraper or other automated means to access the Sites for any purpose without our express written permission.

Additionally, you agree that you will not:

• take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
• copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for Your Information) from the Sites without the prior expressed written permission of Zipidee and the appropriate third party, as applicable;
• interfere or attempt to interfere with the proper working of the Sites or any activities conducted on the Sites; or
• bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Sites.

12. Disclaimers. Zipidee is not responsible for any incorrect or inaccurate Content posted on the Website or in connection with the Services provided, whether caused by Users of the Services or by any of the equipment or programming associated with or utilized in the Services. If a profiles created and posted by a Member on Zipidee contains links to other websites, Zipidee is not responsible for the Content, accuracy or opinions expressed on that website, and such websites are in no way investigated, monitored or checked for accuracy or completeness by Zipidee. Inclusion of any links to other websites on the Website or in the Services does not imply approval or endorsement of the linked website by Zipidee. When you access these third-party sites, you do so at your own risk. Zipidee takes no responsibility for third party advertisements that are posted on this Website or through the Services, nor does it take any responsibility for the goods or services provided by its advertisers. Zipidee is not responsible for the conduct, whether online or offline, of any User of the Services. The Website or Services may permit you to purchase goods and services from various online or offline merchants, retailers, vendors, suppliers, services, or individuals (collectively, “Merchants”). The Web pages from which you conduct such transactions may bear the logos, names, trademarks or service marks, or brand identity of Zipidee. Nonetheless, Zipidee has no responsibility for any of your transactions with any such Merchants, and make no guarantees, representations or warranties regarding any of them. Zipidee shall not be responsible for any loss or damage you or anyone else incurs as a result of such transactions or Merchants.

    Zipidee assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Zipidee is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services.

    The Website and Services may permit you to send or receive communications (such as email, chat, newsgroups and the like) and to store information, files and personalized settings for various options. Zipidee is not responsible for any delay, deletion, alteration, misdelivery or failure to deliver or store any such communications, information, files and settings.

    Under no circumstances shall Zipidee be responsible for any loss or damage, including personal injury or death, resulting from use of the Services, attendance at a Zipidee event, from any Content posted on or through the Services, or from the conduct of any Users of the Services, whether online or offline.

    The Website and Services are provided “AS-IS” and as available and Zipidee expressly disclaims warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose, title or non-infringement. Zipidee cannot guarantee and does not promise any specific results from use of the Services.

13. Limitation on Liability. IN NO EVENT SHALL ZIPIDEE BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICES, EVEN IF ZIPIDEE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ZIPIDEE'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ZIPIDEE FOR THE SERVICES DURING THE TERM OF MEMBERSHIP.
14. U.S. Export Controls. Software available in connection with the Services (the “Software”) is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using the Software, you represent and warrant that such download or use is not in violation of any such law.
15. Disputes. Any dispute about or involving the Website or Services or arising out of or under or in connection with this Agreement shall be settled by arbitration in San Francisco, California utilizing the dispute resolution procedures of the American Arbitration Association (AAA). THIS AGREEMENT TO ARBITRATION CONSTITUTES A WAIVER OF YOUR RIGHT TO A CIVIL JURY TRIAL. This Agreement shall be governed by the laws of the State of California without regard to conflict of law provisions. Subject to the preceding arbitration provision, you and Zipidee agree to the exclusive personal jurisdiction of and venue in the state and federal courts located in San Francisco, California, and agree that these are convenient forums.
16. Indemnity. You agree to indemnify and hold Zipidee, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Website or through the Services causes Zipidee to be liable to another.
17. Other. This Agreement is accepted upon your use of the Website or any of the Services and is further affirmed by you becoming a Member. This Agreement does not create any partnership, joint venture or agency relationship, or any fiduciary or confidential relationship between you and Zipidee. This Agreement constitutes the entire agreement between you and Zipidee regarding the use of the Services. This Agreement may only be modified by Zipidee; such modification must be in writing and is deemed accepted by you by your use (after the modification) of the Website or any of the Services or continued Membership after the modification. The failure of Zipidee to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.