1. Acceptance of Terms
2. Description of Services
The “Services” include (a) the Site; (b) the services provided by the Site, including [directories, businesses, deals or specials offered, new businesses, ads, and other pertinent information]; and (c) all software including all text, data, images, sounds, video, and content made available through any of the foregoing (collectively referred to as the “Content”). The site design, layout and any new features added to or augmenting the Services are also subject to this TOU.
3. General Conditions
3.1 Subject to the terms and conditions of this TOU, you may access and use the Services only for lawful purposes. All rights, title and interest in and to the Services and its components will remain with and belong exclusively to the Company. You shall not (a) sublicense, resell, rent, lease, transfer, assign, time share or otherwise commercially exploit or make the Services available to any third party; (b) use the Services in any unlawful manner (including without limitation in violation of any data, privacy or export control laws) or in any manner that interferes with or disrupts the integrity or performance of the Services or its components; or (c) modify, adapt or hack the Services to, or otherwise attempt to gain unauthorized access to the Services or its related systems or networks. You shall comply with any codes of conduct, policies or other notices the Company provides you or publishes in connection with the Services, and you shall promptly notify the Company if you learn of a security breach related to the Services.
3.2 Any software that may be made available by the Company in connection with the Services (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOU, the Company hereby grants you a non-transferable, non-sub licensable and non-exclusive right and license to use the object code of any Software on a single device solely in connection with the Services, provided that you shall not (and shall not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code or sell, assign, sublicense or otherwise transfer any right in any Software. You agree not to access the Services by any means other than through the interface that is provided by the Company for use in accessing the Services. Any rights not expressly granted herein are reserved and no license or right to use any trademark of the Company or any third party is granted to you in connection with the Services.
3.3 You are solely responsible for all data, information, feedback, suggestions, text, content, images and other materials that you upload, post, deliver, provide or otherwise transmit or store (hereafter “post(ing)”) in connection with or relating to the Services (“Your Content”).
3.4 Your dealings or communications through the Site with any party other than the Company are solely between you and that third party. Under no circumstances will the Company be liable for any goods, services, resources or content available through such third party dealings or communications, or for any related harm.
3.5 As part of the registration and membership process, you may be asked to create a login and password for your account. You are responsible for maintaining the confidentiality of your login, password and account and for all activities that occur under your login or account. The Company reserves the right to access your account in order to respond to your requests for technical support. By posting Your Content on or through the Services, you hereby do and shall grant the Company a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content in connection with the Services. The Company has the right, but not the obligation, to monitor the Services, Content, or Your Content. You further agree that we may remove or disable any Content at any time for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content), or for no reason at all.
3.6 Information Accuracy – You agree and understand that www.askzipy.com cannot guarantee the accuracy of the information displayed throughout the site because human errors may occur. You understand that www.askzipy.com cannot be held liable for any errors on the website. If you do not agree to any of these terms, then please do not use the www.askzipy.com Website. We do take the utmost precision to try to provide the most up-to-date and accurate information.
3.7 You understand that the operation of the Services, including Your Content, may be unencrypted and involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to the Company’s third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Content. The Company will have no liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.
3.8 The failure of the Company to exercise or enforce any right or provision of this TOU shall not be a waiver of that right. You acknowledge that this TOU is a contract between you and the Company, even though it is electronic and is not physically signed by you and the Company, and it governs your use of the Services.
3.9 All paid memberships are for a term of one year and each Featured Ad, Deal Ad, Last Minute Deal Ad and New Business Ad have 30 day expirations with the Center Banner Ad being a daily Ad.
3.10 The Company reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential customers of the Company. To decline the Company this right you need to email firstname.lastname@example.org stating that you do not wish to be used as a reference.
3.11 Subject to the terms hereof, the Company may (but has no obligation to) provide technical support services, through email in accordance with our standard practice.
3.12 Due to expansion, partnership or acquisition purposes, www.askzipy.com reserves the right to utilize all content, graphics and related materials on the on the site.
4. Content Control
You are fully permitted to share the content of our Website with your friends and also permit you to print, share, and/or distribute the content of our Website with others, provided that:
- no documents or related graphics on the Website are modified in any way;
- no graphics on the Website are used separately from the corresponding text; and
- this permission notice appear in all copies.
Unless otherwise stated, all copyright and other intellectual property rights relating to all materials on this Website (including text, documentation, graphical images, and photographs) are the sole property of Hoy Guia, SRL and/or our licensors. As such, any illegal or previously authorized use, extracts, or distribution of the material contained on the Website and this TOU is strictly prohibited. If you breach any of the terms in this legal notice, your permission to use the Website will automatically terminate and all obtained materials from this Website will immediately be destroyed. Subsequent to this TOU, no textual, graphical, conceptual or functional part of the Website may be digitally or otherwise reproduced, stored, or distributed on any other form of media, document and/or communication available either via public or private media without prior written permission from Hoy Guia, SRL. Hoy Guia, SRL reserves any rights that are not expressly granted under this TOU.
5. Dispute Resolution Process
If you find that any actions taken by Hoy Guia, SRL, any of its stakeholders, or users of the website are in breach of these terms and conditions or in any other way infringe on your rights, please send us a formal notice (hereafter referred to as a “Notice of Complaint”) via e-mail outlining your concern.
A notice of Complaint should be sent by e-mail to email@example.com The notice of Complaint should include the following details:
- the date
- the time
- the listing of the comment(s)/content in question;
- the action that you wish us to take in respect of the comment(s)/content; and
- the basis of your complaint (e.g. a statement posted on our Website appears to be discriminatory, defamatory, abusive or otherwise in breach of these terms).
On receipt of the Notice of Complaint, we shall, in most circumstances:
- immediately suspend the comment(s) content concerned;
- commence an investigation into it/them; and
- contact the user(s) concerned with outlining the specific reasons for the actions that were taken, including a summary of your Notice of Complaint (please note that your personally identifiable information will not be disclosed to any other party to maintain your anonymity).
These actions are intended to give the user in question an opportunity to make representations to us in connection with their comment(s)/content and any points you made in your Notice of Complaint; and requesting that they respond to us within 14 days. If we do not receive a response from the user(s) within 14 days, we will permanently delete the relevant comment(s)/content, and/or take further actions as we deem necessary. Once we have received a response from the user(s), we will make a decision within 21 days on whether to reinstate the comment(s)/content permanently delete it/them or keep it/them suspended until further investigation. Once we have taken our decision, we will notify you and the user(s) concerned as soon as possible. When notifying you of the decision, we will attach a copy of all relevant correspondence.
6. Representations and Warranties
You represent and warrant to the Company that (a) you have full power and authority to enter into this TOU and to establish memberships; (b) you own all Your Content or have obtained all permissions, releases, rights or licenses required to engage in your posting and other activities (and allow the Company to perform its obligations) in connection with the Services without obtaining any further releases or consents; (c) Your Content and other activities in connection with the Services, and the Company’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your content contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing; and (d) you are eighteen (18) years of age or older.
7. Suspension and Termination
You have the right to terminate your account at any time by sending a cancellation request to firstname.lastname@example.org. If we determine, in our discretion, that there has been a breach of this TOU based on your interactions with our Website or Services which includes, but is not limited to contacting the local law enforcement authorities and taking actions against you in the court of law. The following actions are typical of our responses to the breach of this TOU and/or all other policies contained in our Website;
- Suspension or termination of your rights and access to use our website.
- Immediate deletion of any material that is posted, uploaded or transmitted by you to our Website.
- If a suspension or termination is determined to be excessive, a warning will be issued to you explaining your actions and how they are in breach of our TOU and/or other policies
- Take legal actions against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We will not be held liable for any actions taken in response to your breach of our TOU. www.askzipy.com reserves the right to use other responses which it may deem appropriate that are not already specified in sections a-e above.
8. DISCLAIMER OF WARRANTIES
The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond our reasonable control. THE SERVICES, INCLUDING THE SITE AND CONTENT, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND THE COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT THE COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM THE COMPANY OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOU.
9. LIMITATION OF LIABILITY
9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA OR BUSINESS INTERRUPTION; OR (B) FOR ANY DIRECT DAMAGES, COSTS, LOSSES OR LIABILITIES IN EXCESS OF ONE HUNDRED ($100) U.S. DOLLARS. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOU BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOU.
9.2 Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, THE COMPANY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
You shall defend, indemnify, and hold harmless the Company (and the Company’s officers, directors, agents, affiliates, subsidiaries, investors, employees, vendors and contractors) from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this TOU, any of Your Content, or your other access, contribution to, use or misuse of the Services. The Company shall provide notice to you of any such claim, suit or demand. The Company reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting the Company’s defense of such matter. If you are a California resident, you hereby 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.” This release includes the criminal acts of others.
You may not assign this TOU without the prior written consent of the Company, but the Company may assign or transfer this TOU, in whole or in part, without restriction.
If any provision of this TOU is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOU will otherwise remain in full force and effect and enforceable. Both parties agree that this TOU is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOU, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOU and you do not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this TOU, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this TOU will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
13. Governing Law
This TOU shall be governed by the laws of Costa Rica without regard to the principles of conflicts of law. Unless otherwise elected by the Company in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the courts of Costa Rica for the purpose of resolving any dispute relating to your access to or use of the Services.
At the Company’s or your election, all disputes arising out of, or in connection with, or deriving from this Agreement, its performance, interpretation or termination, shall be resolved under the following procedure: (i) the parties to this Agreement shall resort to conciliation under the Conciliation Regulations of the Conciliation and Arbitration Center of the Costa Rican Chamber of Commerce (“CCA”); or (ii) if the parties have not been able to resolve their controversy through conciliation within thirty days of the conciliation request, they shall resort to arbitration under the Arbitration Regulations of the CCA, to which the parties hereby unconditionally submit. The arbitration tribunal shall be composed of three members and shall adjudicate the matter at law. The CCA shall administer any arbitration procedure in this regard.