Effective as of January 4, 2015
Welcome to Zero Øut (the “Website”, or “Application”), owned and operated by Valence Labs, Inc. (“Valence,” “we,” “us,” or “our”). We’re really excited that you have decided to access and use the Website and our service available through the Website (the “Service”).
DESCRIPTION OF THE SERVICE
The Service enables users who have registered accounts with us (each, a “Registered User”) to manage the display and availability of products in their Shopify e-commerce store. Installation of the Application is required for all Registered Users to use the Service.
We are under no obligation to accept any individual as a Registered User, and we may accept or reject any registration in our sole and complete discretion.
During the registration process for Registered Users, we will create an account based upon information provided to us by Shopify, which includes an email address (“Registration Email Address”), an account identifier (“Account ID”), and a computer-generated key (“Password”). When creating your account, you must provide true, accurate, current, and complete information. Each Registration Email Address, Account ID, and corresponding Password can be used by only one Registered User. You are solely responsible for the confidentiality and use of your Registration Email Address, Account ID, and Password, as well as for any use, misuse, or communications entered through the Service using one or more of them. You will promptly inform us of any need to deactivate an Account ID, Password or Registration Email Address. We reserve the right to delete or change your Password or Registration Email Address at any time and for any reason. We will not be liable for any loss or damage caused by any unauthorized use of your account.
FEES; AUTOMATIC RENEWAL
In exchange for your use of the Service, you hereby agree to pay the monthly subscription fee (the “Subscription Fee”) you selected during the registration process. All Subscription Fees are non-refundable.
We may use third parties acting on our behalf (each, a “Third Party Processor”) to process Subscription Fee credit card payments. You hereby authorize us to share any relevant information that you provide to us in connection with your Subscription Fee payments with Third Party Processors as necessary to process your Subscription Fee payments.
It is important to note that when you sign up for a subscription, your subscription will automatically renew until you cancel it. You may cancel at any time by uninstalling the Application from you Shopify store, and the cancellation will take effect the following month.
The Website and the Service are available only to individuals and entities that can form legally binding contracts under applicable law. By accessing or using the Website and/or the Service, you (a) certify that you are at least 18 years of age, and (b) have read and agree to be legally bound by this Agreement.
Our community, like any community, functions best when our people follow a few simple rules. By accessing and/or using the Service, you hereby agree to comply with these community rules and that:
We reserve the right, in our sole and absolute discretion, to deny you access to the Website and/or the Service, or any portion of the Website and/or the Service, without notice, and to remove any user-generated content that does not adhere to these guidelines.
The Website and the Service contain material, such as software, text, graphics, images, sound recordings, audiovisual works, and other material provided by or on behalf of us (collectively referred to as our “Content”). Our Content may be owned by us or by third parties. Our Content is protected under both United States and foreign laws. Unauthorized use of our Content may violate copyright, trademark, and other laws. You have no rights in or to our Content, and you will not use our Content except as permitted under this Agreement, for the sole purpose of managing real estate transactions. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in our Content on any copy you make of our Content. You may not sell, transfer, assign, license, sublicense, or modify our Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use our Content in any way for any public or commercial purpose. The use or posting of our Content on any other website or in a networked computer environment for any purpose is expressly prohibited. Our Content does not include any content or other materials relating to your e-commerce transactions that you provide to us through the Website or the Service (the “Transaction Information”).
The trademarks, service marks, and logos (the “Trademarks”) used and displayed on the Website and the Service are registered and unregistered trademarks or service marks of us or our licensors. Nothing on the Website should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Valence Trademarks inures to our benefit.
COMMUNICATIONS TO US
1. NO WARRANTIES/LIMITATION OF LIABILITY
WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT, THE WEBSITE, OR THE SERVICE. WE SHALL NOT BE SUBJECT TO LIABILITY FOR ANY DELAYS OR INTERRUPTIONS OF THE WEBSITE OR THE SERVICE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE CONTENT, THE WEBSITE, AND THE SERVICE AT YOUR OWN RISK.
WE DO NOT WARRANT THAT THE WEBSITE OR THE SERVICE WILL OPERATE ERROR-FREE OR THAT THE WEBSITE, THE SERVERS, THE CONTENT, OR THE SERVICE ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE CONTENT, THE WEBSITE, OR THE SERVICE RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, WE SHALL NOT BE RESPONSIBLE FOR THOSE COSTS.
THE CONTENT, THE WEBSITE, AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE CONTENT, THE WEBSITE, OR THE SERVICE OR OTHERWISE RELATING TO THIS AGREEMENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL OUR TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID BY YOU TO US IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM. SOME STATES DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH STATES, OUR LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
THE WEBSITE, THE CONTENT, AND THE SERVICE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE ARE NOT RESPONSIBLE FOR ANY SUCH TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITE, THE CONTENT, AND/OR THE SERVICE AT ANY TIME WITHOUT NOTICE.
2. EXTERNAL SITES
The Website and the Service may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees, and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from (i) your breach of this Agreement, (ii) your access to, use, or misuse of any Content, the Website, or the Service. We shall provide notice to you of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit, or proceeding. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
DIGITAL MILLENIUM COPYRIGHT ACT
Our designated agent under the Digital Millennium Copyright Act (the “Act”) for the receipt of any Notification of Claimed Infringement which may be given under that Act is as follows:
Name: Valence Labs, Inc.
34-19 29th Street, Apt. 6B
Astoria, New York 11106
Please email: firstname.lastname@example.org
If you believe that your work has been copied on the Website or the Service in a way that constitutes copyright infringement, please provide our agent with notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Website or the Service where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a 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; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.
COMPLIANCE WITH APPLICABLE LAWS
The Website and the Service are based in the United States. We make no claims concerning whether the Website or any Content may be downloaded, viewed, or be appropriate for use outside of the United States. If you access the Website, the Service or the Content from outside of the United States, you do so at your own risk. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
TERMINATION OF THIS AGREEMENT
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Website and/or the Service, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Website at any time without prior notice or liability. You may terminate your account at any time by clicking “Cancel My Account” on the Account Settings page of the Website.
CHANGES TO THIS AGREEMENT
This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. You expressly agree: (i) to submit to the exclusive personal jurisdiction of the state and federal courts sitting in the State of New York; and (ii) that the Website and the Service shall be deemed a passive service that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: “Intellectual Property,” “Communications to Us,” “No Warranties/Limitation of Liability,” “Indemnification,” “Termination of the Agreement,” and “Miscellaneous.” Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. You shall not assign this Agreement. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.