Last Updated: December 8, 2009

Welcome to the Zipadi Website! PLEASE READ THESE TERMS OF USE (“Terms”) CAREFULLY. THESE TERMS OF USE, AS MODIFIED OR AMENDED FROM TIME TO TIME, ARE A BINDING CONTRACT BETWEEN ZIPADI TECHNOLOGIES, LLC (“ZIPADI,” “We” or “Us”) AND YOU (“You,” “you” or “User”). IF YOU VISIT OR USE THE SERVICES (“Services”) MAINTAINED AT THE WEBSITES OPERATED BY ZIPADI TECHNOLOGIES, LLC (including Zipadi SaaS, herein referred to collectively as the “Sites”), YOU ACCEPT THESE TERMS AND AGREE TO BE BOUND BY THEM.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

You may not access the Sites or Services if You are a competitor, except with ZIPADI’S express prior written consent. In addition, You may not access the Sites or Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Purchased Services” means Services that You or Your Affiliates purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

“Services” means the online, Web-based applications and platform provided by Us via http://www.zipadi.com and/or other designated websites as described in the User Guide, that are ordered by You as part of a free trial or as Purchased Services, including associated offline components, but specifically excluding Third Party Applications.

“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties, interoperate with the Services, and are identified as third-party applications, including but not limited to those listed on the Zipadi Web site.

“Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents; or third parties with which You transact business.

“We,” “Us” or “Our” means Zipadi Technologies, LLC, the zipadi.com company and any Affiliate.

“You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. “Your Data” means all electronic data or information submitted by You to the Purchased Services.

ZIPADI will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the thirtieth day after Your acceptance of these Terms or (b) the start date of any Purchased Services ordered by You. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding.

ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL PERIOD WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM Z-PUBLISHER EDITION TO Z-MERCHANT EDITION); THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE FREE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TERMS, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY. BY ACCEPTING THESE TERMS, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE TO THIS PROVISION.

Please review the User Guide during the trial period so that you become familiar with the features and functions of the Services before you make your purchase.

a. Provision of Purchased Services. We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during your respective subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by ZIPADI regarding future functionality or features.

b. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services.

a. ZIPADI Responsibilities. We shall: (i) provide to you basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Pacific time Friday to 3:00 a.m. Pacific time Monday), or (b) any unavailability caused by circumstances beyond our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.

b. User Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with these Terms, the User Guide and applicable laws and government regulations. You shall not (a) make the Services available to anyone other than User(s), (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.

c. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. Any such limitations are specified in the User Guide. The Services provide real-time information to enable You to monitor Your compliance with such limitations.

a. Acquisition of Third-Party Products and Services. We may offer Third-Party Applications for sale under Order Forms. Any other acquisition by You of third-party products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between You and any third-party provider, is solely between You and the applicable third-party provider. We do not warrant or support third-party products or services, whether or not they are designated by Us as “certified” or otherwise, except as specified in an Order Form. No purchase of third-party products or services is required to use the Services.

b. Third-Party Applications and Your Data. If You install or enable Third-Party Applications for use with Services, You acknowledge that We may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third-Party Applications with the Services. We shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. The Services shall allow You to restrict such access by restricting Users from installing or enabling such Third-Party Applications for use with the Services.

c. Google Services. Service features that interoperate with Google services depend on the continuing availability of the Google API and program for use with the Services. If Google Inc. ceases to make the Google API or program available on reasonable terms for the Services, We may cease providing such Service features without entitling You to any refund, credit, or other compensation

a. User Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars (ii) fees are based on services purchased and not actual usage, (iii) payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.

b. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit for all Purchased Services for the initial subscription term and any renewal subscription term(s) as set forth in Section 7(b) (Term of Purchased User Subscriptions). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, We will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.

c. Overdue Charges. If any charges are not received from You by the due date, then at Our discretion, (a) such charges may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 6(b) (Invoicing and Payment).

d. Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to You until such amounts are paid in full.

e. Payment Disputes. We shall not exercise Our rights under Section 6(c) (Overdue Charges) or 6(d) (Suspension of Service and Acceleration) if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.

f. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

a. Term of Agreement. Your agreement to be bound by these Terms commences on the date You accept the Terms and continues until all User subscriptions granted in accordance with these Terms have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, these Terms will terminate at the end of the free trial period.

b. Term of Purchased User Subscriptions. User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 7% over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as “promotional,” “one-time” or some other advertised special.

c. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

d. Refund or Payment upon Termination. Upon any termination for cause by You, We shall refund You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, You shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve You of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.

e. Return of Your Data. Upon request by You made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.

f. Surviving Provisions. Section 6 (Fees and Payment for Purchased Services), Section 15 (Posting Content on the Site; Representations and Warranties), Section 16 (Ownership of Rights; License Rights), Section 21 (Indemnification), Section 22 (Disclaimer of Warranties), Section 23 (Exclusion of Damages; Limitation of Liability), and Section 24 (Additional Terms) along with the Privacy Policy will survive termination of these Terms.

The Sites and Services are intended for use by persons who are at least 18 years old, or the legal age required to form a binding contract in your jurisdiction if that age is greater than 18. By using the Sites and Services, you represent and warrant that you are at least 18 years old and of legal age to form a binding contract. If you are under 18, you may use the Sites and Services only with the permission and involvement of a parent or guardian.

Please read our Privacy Policy, which is incorporated into these Terms. We reserve the right to contact you in connection with our or your compliance with and performance of these Terms (including without limitation the license rights granted hereunder) or any Content or activities relating to the Sites. You acknowledge that ZIPADI may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of ZIPADI, its members, directors, agents and representatives, Site users, and the public.

You may contact Zipadi by sending an email to support@zipadi.com. You acknowledge that the provision of customer support is at ZIPADI’s sole discretion, and that we have no obligation to provide you with customer support of any kind. We may provide you with customer support from time to time, at our sole discretion; provided that you have created an Account and that you submit your customer support inquiries using such Account.

ZIPADI is not flawless, and therefore we do not represent or warrant that product specifications, pricing, or other content on the Sites is complete, accurate, or error-free. In the event of any errors or omissions relating to the pricing or specifications of any product, ZIPADI shall have the right to refuse or cancel any orders in its sole discretion. If we charged your credit card prior to cancellation, we will issue a credit to your account in the amount of the charge.

You agree to electronic communication for all of your transactions and communication with ZIPADI, the Services and the Sites. You agree that all postings, notices, disclosures, or other communications that we provide to you electronically satisfy any legal requirements that such communications be in writing.

Except as otherwise provided in these Terms, ZIPADI will give you any notices by posting them on the Sites and/or through the Services, and you agree that such posting will constitute effective notice. You authorize ZIPADI to send notices (including without limitation notice of subpoenas or other legal process, if any) via electronic mail as well if ZIPADI decides, in its sole discretion, to do so. You agree to keep your address current and that notice provided by ZIPADI to the address that you have most recently provided will constitute effective notice. ZIPADI’s address for Legal Notices is:

Zipadi Technologies, LLC

1099 West South Jordan Parkway

South Jordan, UT 84095

You agree that from time to time we may, at our sole discretion, modify, add or remove any or all parts of these Terms and the Privacy Policy. Such modifications will be effective immediately upon posting of the modified Terms to the Sites. Your continued use of the Sites and Services following the posting of changes to these Terms will mean that you accept those changes. We reserve the right from time to time to temporarily or permanently modify or discontinue, and restrict or block access to, the Sites or Services (or any part thereof) without notice.

You agree to be liable for any content posted using your account and for any transactions associated with your account. By displaying or publishing (“posting”) any content on the Sites, including without limitation text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, “Content”), you represent and warrant that (a) you own all rights in your Content and the performance contained in your Content or, alternatively, you have acquired all necessary rights in your Content to enable you to grant to ZIPADI the rights in your Content described herein and for us to exercise the rights with respect to such Content that you grant herein; (b) you are the individual pictured, depicted, and/or heard in your Content, or, alternatively, you have obtained permission (and, if applicable, publicity rights) from each person (including consent from parents or guardians for any individual under the age of eighteen (18)) who appears and/or is heard in your Content to grant the rights to ZIPADI described herein; and (c) your Content is not defamatory in nature, does not infringe the intellectual property rights, privacy, rights to publicity or any other legal or moral rights of any third party.

You hereby grant to ZIPADI a permanent, worldwide, royalty-free, freely transferable, freely sublicensable (through unlimited levels of sublicense), non-exclusive license to use, reproduce, modify, adapt, transmit, distribute, publicly perform and display (including in each case by means of a digital audio transmission), and create derivative works of the Content, in any form, media, or technology now known or later developed. You also hereby waive any moral rights you may have in such Content under the laws of any jurisdiction. You agree that we may (but are not obligated to) display your Content, and your username or your actual name (according to the preferences you select at the time that you register) along with your Content. You acknowledge that the posting of your Content for any period of time is sufficient consideration for the license granted herein to ZIPADI.

You agree not to post to the Sites any Content or any other materials whatsoever that is or could appear to be: (a) untrue, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive to another person's privacy or protected data, hateful, or racially, ethnically or otherwise objectionable; (b) infringing or alleged to be infringing upon a third party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including, without limitation, any Content that is the subject of any third party claim of infringement; (c) of a type that you do not have a right to transmit under any law or under contractual or fiduciary relationships, such as inside information and proprietary and confidential information; (d) unsolicited, undisclosed or unauthorized advertising; (e) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (f) data or information obtained through access that was not authorized by the owner of the data or information, or with respect to which such posting would constitute unauthorized use; or (g) in violation of any applicable local, state, national or international law, regulation, or statute (including export laws).

You agree not to do, or attempt to do, any of the following, subject to applicable law: (a) alter information on or obtained from the Sites; (b) tamper with postings, registration information, profiles, submissions or Content of other users; (c) use any robot, spider, scraper or other automated means or interface not provided by us to access the Sites or extract data or gather or use information, such as email addresses, available from the Sites or transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters”; (d) frame any part of the Sites, or link to the Sites, or otherwise make it look like you have a relationship to us or that we have endorsed you or your Content for any purpose except as expressly permitted in writing by ZIPADI; (e) impersonate or misrepresent your affiliation with any person or entity; (f) bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Sites (except as otherwise expressly permitted by law); (g) take any action which might impose a significant burden (as determined by us) on the Site's infrastructure or performance, or send to or otherwise impact us or the Sites (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, “spyware,” “adware” or other code that could adversely impact the Sites or any recipient.

We are under no obligation to restrict or monitor Site Content in any way. YOU UNDERSTAND AND ACKNOWLEDGE THAT ZIPADI DOES NOT REGULARLY MONITOR THE ACCURACY OR RELIABILITY OF CONTENT AND THAT USE OF THE SITES IS AT YOUR OWN RISK. Notwithstanding the foregoing, we reserve the right to modify or remove any Content at any time. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, including other users, are those of the respective author(s) or distributor(s) and not of ZIPADI. ZIPADI neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, information, or statement made on these Sites by anyone other than authorized ZIPADI employees acting in their official capacities.

Our Sites are protected by U.S. and international intellectual property laws, which you agree to respect. All content on the Sites, including but not limited to text, logos, icons, images, graphics, audio clips, compilations, and downloads, as well as the collection, arrangement, and assembly of such content, is the exclusive property of ZIPADI or its content suppliers. All software used on the Sites is the property of ZIPADI or its software suppliers.

These Sites contain advertisements, offers, or other links to other websites and resources of third parties that we do not control. That information, as well as advertisements, may or may not be or remain wholly accurate. You acknowledge and agree that ZIPADI is not responsible or liable for (i) the availability or accuracy of such sites or resources; or (ii) the content, advertising, or products or services on or available from such sites or resources. The inclusion of any link on the Sites does not imply that we endorse the linked site. You use the links at your own risk. ZIPADI's Privacy Policy is applicable only when you are on our Sites.

Your correspondence or business dealings with, or participation in promotions of, third party merchants or advertisers that are found on or through the Sites or which provide links on the Sites, including, for example, “click to purchase” and other similar programs, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such merchant or advertiser. You waive any claim against ZIPADI and agree to hold ZIPADI harmless from any loss or damage of any kind incurred as the result of any such dealings or as the result of the presence of such merchants or advertisers on the Sites.

As a condition of your access to and use of the Sites, you agree to hold ZIPADI, and its subsidiaries, affiliates, officers, directors, employees, agents, attorneys, and suppliers, and each of their respective successors and assigns, harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including but not limited to attorneys' fees and expenses, relating to any claim arising out of or related to: (i) your access to and use of the Sites and the content therein; (ii) your violation of these Terms (including terms incorporated into them, e.g., the Privacy Policy and Supplemental Terms), and any applicable law or the rights of another person or party; (iii) any dispute you have or claim to have with one or more users of the Sites; (iv) ZIPADI's resolution (if any) of any dispute you have or claim to have with one or more users of the Sites; (v) your improper authorization for ZIPADI to collect, use or disclose any data or Content provided by you; and (vi) any disclosures made with your permission (including, without limitation, your consent that ZIPADI disclose your personal information and other information collected as set forth in our Privacy Policy). Furthermore, you fully understand and agree that: (a) ZIPADI will have the right but not the obligation to resolve disputes between users relating to the Sites and ZIPADI's resolution of a particular dispute does not a create an obligation to resolve any other dispute; and (b) ZIPADI's resolution of a dispute will be final with respect to the Sites.

THE SITES AND SERVICES MAY CONTAIN ADVICE, OPINIONS, INSTRUCTIONS AND STATEMENTS FROM ZIPADI, ITS USERS AND OTHER CONTENT AND INFORMATION PROVIDERS. THIS CONTENT IS INTENDED TO BE USED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. YOU USE THE SITES, SERVICES AND CONTENT AT YOUR OWN RISK. THE SITES AND SERVICES ARE PROVIDED BY ZIPADI ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZIPADI MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITES OR THE INFORMATION OR CONTENT INCLUDED ON THE SITES. ZIPADI MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITES AND SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZIPADI EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT NEITHER ZIPADI, NOR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS AND SUPPLIERS, NOR EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL THE AGGREGATE LIABILITY TO YOU OF ZIPADI AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, AND SUPPLIERS AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

a. Severability. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible.

b. No Assignment. These Terms (including terms incorporated into them, e.g., the Privacy Policy) are personal to you and you may not transfer, assign or delegate them to anyone without the express written permission of ZIPADI. Any attempt by you to assign, transfer or delegate these Terms without the express written permission of ZIPADI will be null and void. ZIPADI shall have the right to transfer, assign and/or delegate these Terms to one or more third parties without your permission.

c. Relationship of the Parties. Nothing contained in these Terms shall be deemed to create a partnership, joint venture, franchise, agency, fiduciary or employment relationship between the parties. The Parties are merely contracting for the provision of Services by ZIPADI to the User.

d. Export/Import Compliance.

d. Jurisdiction; Choice of Law; Export Limitations. The Sites are controlled by us from our offices within the United States of America. If you choose to access this Site from locations outside the U.S., you do so at your own risk and you are responsible for compliance with applicable local laws. You may not use or export anything from the Sites in violation of U.S. export laws and regulations or the Terms. These Terms and all performances and claims of every nature (including without limitation, contract, tort and strict liability) relating in any way to any aspect of the Sites will be governed by the laws of the State of Utah, U.S.A., without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. You and ZIPADI agree to submit to the personal and exclusive jurisdiction of the courts located within Salt Lake County,Utah. Any disputes regarding such claims or arising under or related in any way to these Terms or the Sites shall be heard exclusively in the appropriate forum in Texas. You hereby waive any claim or defense that such forum is not convenient or proper, and consent to service of process by any means authorized by Utah or federal law.

e. Limitations on Actions. Any action concerning any dispute you may have with respect to the Sites must be commenced within one year after the cause of the dispute arises, or the cause of action is barred.

f. Paragraph Headings. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect.

g. Entire Agreement. These Terms (including terms incorporated into them, e.g., the Privacy Policy) comprise the entire agreement (the “Entire Agreement”) between you and ZIPADI with respect to the use of the Sites and supersedes all contemporaneous and prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.

h. No Waiver. The failure of ZIPADI to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or ZIPADI's right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.

NOTICE OF AVAILABILITY OF FILTERING SOFTWARE

All users are hereby informed by the provider of this interactive computer service that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist in limiting access to material that is harmful to minors. A report detailing some of those protections can be found at http://www.ntia.doc.gov/ntiahome/ntiageneral/cipa2003/index.html (Children's Internet Protection Act: Report on the Effectiveness of Internet Protection Measures and Safety Policies).

NOTICE REGARDING TRADEMARKS

The trademark “ZIPADI” and all other trademarks used in the Sites are owned or used under license by ZIPADI and its affiliated organizations. The names of third parties and their products mentioned may be their trademarks. You may not use any of the above or other trademarks displayed on the Sites or in any Site content. All rights are reserved.

NOTICE REGARDING COPYRIGHT OWNERSHIP: © ZIPADI, INC. 2009 U.S.A. All rights reserved.

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