Terms & Conditions
Terms & Conditions
Last updated: January 30, 2024
Introduction
These Website Standard Terms and Conditions (“Terms”) written on this webpage shall manage your use of our website, www.alldayzip.com accessible at https://alldayzip.com.
These Terms will be applied fully and affect to your use of this Website. By using this Website, you agreed to accept all terms and conditions written in here. You must not use this Website if you disagree with any of these Website Standard Terms and Conditions. We recommend that you print a copy of these Terms for your records.
1. Definitions.
1.1. "Alldayzip", "We", “Us”, or "Our" means Zippady LLC or its subsidiaries, including the Alldayzip-affiliated company(s) providing services to You, as applicable.
1.2. "Service" means this Site and any and all content, software, data, information and materials contained therein and transactions completed thereon.
1.3. “Site” means the website accessible at https://alldayzip.com, and any other website which links to these Terms.
1.4. "Third Party Content" means certain third party analysis, content, tools, features, materials, websites, services, or advertisements which Alldayzip makes available on or through this Service, or to which Alldayzip links on any Site.
1.5. “You” or “Your” means the natural person or legal entity which is agreeing to these Terms.
2. Binding Agreement.
2.1 Minors or people below 18 years old are not allowed to use this Website. You represent and warrant that You have full power and authority to enter into this Agreement and that, in doing so, You will not violate any other agreement to which You are a party. In order to use our Services, You may be asked to provide certain information about yourself, including, without limitation, a scan of Your driver’s license or other government identification, and any other information requested by us, such as Your fingerprint or facial geometry (“User Data”). You agree to provide accurate, current and complete User Data. You acknowledge and agree that Alldayzip will collect and store Your User Data and that it may be used and shared with law enforcement and others to prevent fraud and help investigate crimes. You agree to, and release Alldayzip from any liability in connection with, these activities.
2.2. All other terms and conditions or related representations on this Site that govern particular offers on, or features of, the Site (the "Additional Terms") are incorporated into the Terms by this reference. The Terms and any Additional Terms (collectively, the "Agreement") sets forth the terms and conditions which govern Your access to and use of the Site. The Agreement sets forth the entire, final and exclusive agreement between Alldayzip and You with respect to Your use of, and access to, the Service, and supersedes all previous oral and written terms, representations, or understandings concerning Your use of, and access to, this Service. This Agreement is effective between You and Alldayzip as of the date of Your acceptance of this Agreement.
2.3. Alldayzip shall not provide any services or provide any benefit to the extent that the provision of such services or benefit would violate applicable law or expose Alldayzip or its affiliates to any sanction, prohibition, or restriction under UN Security Council Resolutions, or under other criminal, trade, or economic sanctions, laws, or regulations. Should Alldayzip discover any activity which could be considered in violation of such sanction, prohibition, or restriction, Alldayzip reserves the right to immediately terminate any account engaged in such activity, as well as report such individuals and activity to the applicable law enforcement authorities for prosecution to the fullest extent of the law.
2.4. The information provided when using the Service is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to use the Service from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
2.5. By using the Service, You agree to transact electronically through the Site. You agree that Your electronic signature is the legal equivalent of Your manual signature. You further agree that Your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes Your signature as if actually signed by You in writing. You also agree that no certification authority or other third party verification is necessary to validate Your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of Your electronic signature.
2.6. By providing Your telephone number, You are providing express written consent to receive communications from Alldayzip, (including its agents, service providers, and affiliates) for any purpose, including but not limited to marketing various services from both Alldayzip and companies Alldayzip has joint marketing agreements with. Additionally, You agree to receive communications from Alldayzip regarding Your service, and any information You may have obtained via Your use of the Site. You agree that these communications may include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, fax, email or other similar means regardless of whether Your phone number is registered on a state or federal Do Not Call list. You agree that Alldayzip is not responsible for any charges to You regarding these communications. Standard voice and data rates may apply. Further, You understand that You do not need to provide this consent to call as a condition to receive any good or service, in which case You will not provide Your phone number.
3. Intellectual Property Rights
3.1. We are the owner or the licensee of all intellectual property rights in our Service, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Service (collectively, the “Content”), as well as the trademarks, service marks, and logos contained therein (the “Marks”).
3.2. Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.
3.3. The Content and Marks are provided in or through the Services “AS IS” for Your personal, non-commercial user or internal business purpose only.
4. Our Proprietary Rights.
4.1. As between Alldayzip and You, and subject to Your right, title and interest in data You submit through this Service or otherwise provide or submit to Alldayzip, Alldayzip owns all right, title and interest in and to the Service, including all related intellectual property rights subsisting therein. Subject to the limited rights expressly granted hereunder, Alldayzip reserves all rights, title and interest in and to the Service, including all related intellectual property rights subsisting therein. We grant no rights to You hereunder other than as expressly set forth herein. This Service and all materials and information published thereon are protected by U.S. and foreign copyright and other intellectual property laws. You agree to protect the proprietary rights of Alldayzip and to comply with all reasonable written requests made by Alldayzip or its third party licensors to protect their and others' rights in the Site and materials and content made available on or through the Service.
4.2. Alldayzip, Alldayzip.com, and our other trademarks and service marks are the property of Alldayzip. Alldayzip's trademarks and trade dress may not be used in any form without the prior written consent of Alldayzip, and any use shall be subject to Alldayzip's then-current policies and requirements. All other trademarks, services marks, logos, designs and trade dress not owned by Alldayzip that appear on this Service are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Alldayzip.
5. Description of Service and License.
5.1. Alldayzip is providing You with a platform by which You can interact with Alldayzip. Your relationship with Alldayzip is limited to the Services offered through the Site, and any other activity You engage in outside the scope of this Agreement and Your relationship with Alldayzip.
5.2. Subject to this Agreement, Alldayzip hereby grants You a non-exclusive, non-transferable, revocable license for Your purposes: (i) to access and use the Service; (ii) to access and use reports, materials or other content generated through or available on the Site; and (iii) manage Your account, materials, or other content generated through or available on the Site. All rights not explicitly granted in this Agreement are reserved by Alldayzip. You may not use the Site in any manner inconsistent with this Agreement.
5.3. You shall not remove any copyright, patent, trademark or other proprietary or restrictive notice or legend contained on of the Sites, and You shall reproduce all such notices and legends on all copies of documents, reports and other materials downloaded, printed or distributed from the Service which copies are permitted to be made hereunder.
5.4. When You provide content using Our Services (directly or indirectly), You grant Us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to reproduce, adapt, publish, create derivative works from, copy, display, upload, publicly perform, distribute, store, modify and otherwise use Your content, without compensation to you, in connection with the operation of the Site or the promotion, advertising or marketing of the Services, in any form, medium or technology now known or later developed, including, but not limited to, social media accounts, emails Our customer list, advertisements, and other promotional materials. Unless you request otherwise, we may also share your content with our retail partners.
5.5. You represent and warrant that, for all such content You provide, You own or otherwise control all necessary rights to do so and to meet Your obligations under this Agreement. You represent and warrant that such content is accurate. You represent and warrant that use of any such content (including derivative works) by Us, our users, or others in contract with Us, and in compliance with this Agreement, does not and will not infringe any intellectual property rights of any third party. Alldayzip and its affiliates take no responsibility and assume no liability for any content provided by You or any third party.
5.6. Except as set out in this section or elsewhere in our Terms, no part of the Service and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, with out express prior written permission.
5.7. We reserve all rights not expressly granted to You in and to the Service, Content, and Marks.
6. Terms Applicable to Purchases on the Site.
6.1. Purchase Terms Generally.
Prior to the purchase of any goods on Our Site, unless You pay through an alternative payment method that we accept on the Site, You must provide a valid credit card number and associated payment information, including all of the following: (i) Your name as it appears on the credit card; (ii) Your credit card number; (iii) the credit card type; (iv) the date of expiration; and (v) any activation numbers or codes needed to charge Your credit card. By submitting that information to us, You hereby authorize us to charge Your card at Our convenience but within thirty (30) days of credit card authorization.
6.2. Return Policy and Shipping and Delivery Policy.
(a) If You are not fully satisfied with a purchase from the Site, You may return it in the item’s original packaging within thirty (30) days of the purchase date. Additional restrictions may apply. Except in the instance we offer free shipping as a promotional offering on the Site, for online purchases made on the Site, You are responsible for and agree to pay for all shipping costs displayed on Your invoice as well as any customs and/or duties on international orders. Shipping costs will be included in Your invoice. Shipping costs will vary depending on the weight of the package and where the package is being shipped from.
(b) You agree to use the designated retailer’s shipping methods, or re-ship to us any goods still contained in unopened packaging materials from the designated retailer on the terms set forth in this Agreement. If You are shipping product(s) to Us, We accept the risk of loss or damage only when We take physical possession of the product(s). You hereby agree to accept any and all loss for goods damaged in transit. Upon receipt of undamaged goods, Alldayzip will provide You reimbursement as specified on the Site which includes the relevant terms that You accepted prior to purchasing the specified goods.
(c) Unless otherwise prohibited by law, this remedy will constitute Your sole remedy and entire recourse against Us for a product that is damaged, stolen, or lost and is in lieu of any other remedy otherwise available as a matter of law or equity.
(d) Any claim by You for a damaged, stolen, or lost product must be made to Us in writing within sixty (60) days of the day that You became aware or should have reasonably become aware of the alleged damage, theft, or loss. In the case of a damaged item, We may have minor damage to an item repaired by a certified repair service within a commercially reasonable amount of time and to re-list the item for sale by You at a price We determine.
6.3. Methods of Payment, Credit Card Terms and Taxes.
(a) You agree to pay the price applicable (including any sales taxes, surcharges and any delivery fees for the delivery service You select) as of the time You submitted the order. We or Our payment processer will automatically bill Your credit card or other form of payment submitted as part of the order process for such price.
(b) We currently do not accept cash, personal or business checks, although in the future we may change this through the acceptance of additional forms of payment on our checkout functionality on the Site. You agree that You will not use any credit card or other form of payment unless You have all necessary legal authorization to do so. You agree to pay all fees and charges incurred in connection with Your purchases (including any applicable taxes) at the rates in effect when the charges were incurred. Unless You notify Us of any discrepancies within forty-five (45) days after they first appear on Your credit card statement, You agree that they will be deemed accepted by You for all purposes. If We do not receive payment from Your credit card issuer or its agent, You agree to pay all amounts due upon demand by Us or Our agents. Sales taxes, or other taxes, customs, import/export charges, or similar governmental charges are not included in the price of the products. You are responsible for paying any such taxes or charges imposed on Your purchases, including sales, use or value-added taxes. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.
6.4. Order Acceptance Policy.
Your receipt of an electronic or other form of order confirmation does not signify our acceptance of Your order, nor does it constitute confirmation of an offer from us. Alldayzip reserves the right at any time after receipt of Your order to accept or decline Your order for any reason. Alldayzip further reserves the right any time after receipt of Your order, without prior notice to You, to supply less than the quantity You ordered of any item. Your order will be deemed accepted by Alldayzip upon our delivery of products or services that You have ordered. We may require additional verifications or information before accepting any order. Notwithstanding the foregoing, You agree that, if we cancel all or a portion of Your order or if we provide You less than the quantity You ordered, Your sole and exclusive remedy is either that: (a) we will issue a credit to Your credit card account in the amount charged for the cancelled portion or the quantity not provided (if Your credit card has already been charged for the order); or (b) we will not charge Your credit card for the cancelled portion of the order or the quantity not provided. Do not assume that a cancellation or change of an order You have placed with Alldayzip has been effected until You receive a confirmation from Alldayzip via email or the Site. As stated above, You will be responsible for, and Your credit card or third-party payment account may be charged for, the payment of all fees associated with orders already processed or shipped before Your cancellation/change request or a request to terminate Your credit card account was received.
6.5. No Responsibility to Sell Mispriced Products or Services.
We do our best to describe every item, product or service offered on the Site as accurately as possible. However, we do not warrant that specifications or pricing on the Site is complete, accurate, reliable, current, or error-free, and Your electronic display may not accurately reflect the actual colors or details of the products. All products are subject to availability, and we cannot guarantee that items will be in stock. We reserve the right to discontinue any products at any time for any reason. In the event of any errors relating to the pricing or specifications of any item, product or service, Alldayzip 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. Additional terms may apply and will be specified on the Site when they do apply. If a product You purchased from us is not as described, Your sole remedy is to return it in unused condition, complete and undamaged, in the original packaging.
6.6. Modifications to Prices or Billing Terms. The purchase of products and services on the Site is subject to availability. PRODUCTS DISPLAYED ON THE SITE MAY NOT BE AVAILABLE AT ALL TIMES AND MAY BE SUBSTITUTED OR DISCONTINUED AT ANY TIME. Alldayzip RESERVES THE RIGHT, AT ANY TIME, TO CHANGE ITS PRICES AND BILLING METHODS FOR PRODUCTS SOLD, EFFECTIVE IMMEDIATELY UPON POSTING ON THE SITE OR BY EMAIL DELIVERY TO YOU.
7. Restrictions. You are specifically restricted from all of the following:
7.1. Except as otherwise expressly provided in these Terms or on the Site, You may not download, modify, copy, reproduce, republish, post, resell, upload, transmit or distribute any materials or content, including without limitation any report generated through the Site, except with the express written consent of Alldayzip or its third party licensors.
7.2. In addition, You agree not to:
(a) Use or access the Site for any purpose that is unlawful or prohibited by the Agreement or display, transmit or otherwise make available on or through the Service material that is infringing, threatening, harassing, libelous, hateful, racially or ethnically objectionable, unlawful, tortious, harmful to children, invasive of another's privacy or violative of third party privacy rights;
(b) Reverse engineer, decompile, modify, or create derivative works from any software or materials accessible by or on the Service;
(c) Frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Alldayzip without express written consent;
(d) Make any commercial or non-fair use of the copyrights, trademarks, logos, symbols, or any other mark, device, or commercial identifier of Alldayzip or any of our third party licensors without the express written consent of Alldayzip;
(e) Use or access the Site in a manner that could damage, disable, overburden, or impair any Alldayzip server or the networks connected to any Alldayzip server;
(f) Interfere with any third party's use and enjoyment of the Service;
(g) Attempt to gain unauthorized access to the Service, accounts, computer systems, or networks connected to any Alldayzip server through hacking, password mining, or any other means;
(h) Sublicense any license granted in or to materials on the Service (whether or not any of such acts are for commercial gain or advantage);
(i) Access the Service in order to build a competitive product or service, or copy any features, functions or graphics of the Services;
(j) Use the platform or Services in any way which could be considered to conceal the origin and ownership of goods or money which have been obtained via criminal activity.
(k) Systematically retrieve data or other content from the Service to create or compile, directly or indirectly, a collection, compilation, database, or directory without prior written permission from us;
(l) Defraud or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords;
(m) Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Service;
(n) Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous use of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Service or modifies, impairs, disrupts, or alters with the use, features, functions, operation or maintenance of the Service;
(o) Delete the copyright or other proprietary rights notice from any Content;
(p) Attempt to impersonate another user or person or use the username of another user;
(q) Upload or transmit (or attempt to upload or transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation: “gifs”, pixels, web bugs, cookies, or other similar devices, sometimes referred to as “spyware” or “passive collection mechanisms”;
(r) Copy or adapt the Service’s software, including but not limited to Flash, PHP, HTML, Javascript, or other code;
(s) Except as may be the result of standard search engine or Internet browser usage, to use, launch, develop or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, offline reader that accesses the Service, or use or launch any unauthorized script or other software; or
(t) Sell or otherwise transfer Your profile and username.
Certain areas of this Website are restricted from being accessed by you and Alldayzip may further restrict access by you to any areas of this Website, at any time, in absolute discretion.
8. Your Responsibilities.
You shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all content and data submitted to or published via the Service by You; (ii) comply with all applicable laws (including but not limited to export laws) in using the Service; and (iii) use the Service solely in accordance with any online guides or instructions made available on or through the Site. You shall not disclose or share any ID(s) and password(s) used to access this Service. You are responsible for all activity that occurs under Your ID(s) and password(s). You agree to notify Alldayzip in writing promptly upon becoming aware of any unauthorized access or use of the Site by any party.
9. User Representations and Registration.
9.1. Representations.
By using the Service, You represent and warrant that (1) all registration information You submit will be true, accurate, current, and complete; (2) You will maintain the accuracy of such information and promptly update such registration information as necessary; (3) You have the legal capacity and You agree to comply with these Terms; (4) You are not a minor in the jurisdiction in which You reside; (5) You will not access the Services through automated or non-human means, whether through a bot, script, or otherwise; (6) You will not use the Services for any illegal or unauthorized purpose; and (7) Your use of the Services will not violate any applicable law or regulation.
If You provide information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof).
9.2 Registration.
You may be required to register to use the Service. You agree to keep your password confidential and will be responsible for all use of Your account and password. We reserve the right to remove, reclaim, or change a username You select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
10. Platform Use.
10.1. You agree that You will abide by all the terms of any offer as described by the Site. Any purchases will conform to the specification provided by the Site in order for Alldayzip to have any obligation to You as it would relate to such purchases. Alldayzip hereby disclaims any obligation to You for any purchase You make which does not conform to the specifications specified by the Site.
You agree that all purchases will be made from the identified source and via the permitted channel associated with that source. You represent and warrant that all goods submitted to Alldayzip are genuine, “original in-box” goods. You will provide, along with any submitted goods, original invoices, receipts, or similar evidence of purchase.
10.2. You agree, represent, and warrant that Your purchase of any goods as a result of Your use of the Site will not violate any law, regulation, contract, agreement, terms, store policy, or third party right. You further agree to defend, indemnify, and hold harmless Alldayzip for any violation of any law, contract, agreement, term, policy, or third party right which is a result of Your use of the Service.
10.3. You agree that You are solely responsible for any and all tax, duties, levies, or similar obligations imposed by any state or federal taxing authority. Further, You agree that any monies You may receive from Alldayzip are exclusively in the form of reimbursement, and do not, in any way, constitute income as determined by any applicable taxing authority. Should an applicable taxing authority deem Your participation on the Alldayzip platform as generating income, You will be responsible for any such amounts due and payable to such taxing authority. Alldayzip hereby disclaims any obligation relating to such determination by a relevant taxing authority.
11. Links And Third Party Information.
11.1. This Site may include Third Party Content. Because Third Party Content is not maintained or controlled by Alldayzip, and as a matter of policy, Alldayzip does not independently verify, prescreen or monitor any such Third Party Content. While we believe the Third Party Content is from reliable third party sources, we are not responsible for the availability, content, completeness, adequacy, utility or accuracy of such Third Party Content. Alldayzip does not make any endorsement, express or implied, of any Third Party Content.
11.2. Certain Third Party Content is subject to additional specific terms and conditions which can be found in Additional Terms and in applicable areas of the Site and websites linked to this Site. You acknowledge and agree that Your use of such Third Party Content is subject to all these terms.
11.3. Service features that interoperate with Third Party Content depend on the continuing availability of such third party services and materials for use with the Service. If the third party providers of such services or materials cease to make the services or materials available on reasonable terms for the Services, we may cease providing such Service features.
12. Disclaimers and Limits of Liability.
12.1. The information contained in this Agreement provides only a general overview of subjects covered, is not intended to be taken as advice regarding any individual situation and should not be relied upon as such. Alldayzip is not responsible for accuracy of any Third Party Content containing information or other materials concerning the financial condition or solvency of any insurers or reinsurers, or application of policy wordings of any insurers or reinsurers.
12.3. THE SERVICE AND THE INFORMATION AND DATA ON THE SITE ARE PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE.
12.4. YOU UNDERSTAND AND AGREE THAT THE PRODUCTS PURCHASED THROUGH THIS SITE ARE NOT DESIGNED AND/OR TESTED FOR COMMERCIAL AND/OR INSTITUTIONAL USE, AND AS A RESULT, ALLDAYZIP MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH PRODUCTS QUALITY AND/OR SUITABILITY IN ANY WAY.
12.5. ALLDAYZIP SHALL NOT BE LIABLE FOR ANY SPECIAL, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES OR LOST PROFITS, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSSES AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE, SERVICES, OR ANY INFORMATION, PRODUCT, OR SERVICE ADVERTISED OR OFFERED ON A LINKED WEBSITE. Some jurisdictions do not allow the limitation or exclusion of certain implied warranties, liability, incidental or consequential damages, so certain provisions of this Agreement may not apply to You.
13. Contribution License.
You and the Service agree that we may access, store, process and use any information and personal data that you provide and your choices (including settings). We can use and share any of Your suggestions or other feedback regarding the Service for any purpose without compensation to you.
14. Your Content.
In these Website Standard Terms and Conditions, "Your Content" shall mean any audio, video text, images or other material you choose to display on this Website. By displaying Your Content, you grant Alldayzip a non-exclusive, worldwide irrevocable, sub licensable license to use, reproduce, adapt, publish, translate and distribute it in any and all media.
Your Content must be your own and must not be invading any third-party’s rights. Alldayzip reserves the right to remove any of Your Content from this Website at any time without notice.
15. Your Privacy.
Please read Privacy Policy.
16. Indemnification.
16.1. We shall defend You against any claim, demand, suit, or proceeding ("Claim") made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney's fees incurred by, You in connection with any such Claim; provided, that You (a) promptly give us written notice of the Claim; (b) give us sole control of the defense and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to us all reasonable assistance, at Our expense.
16.2. You shall defend us against any claim made or brought against us by a third party alleging that Your use of the Services in violation of this Agreement, or the data or information You submit through the Service, infringes or misappropriates the intellectual property rights of a third party, or violates applicable law; and shall indemnify us for any damages finally awarded against, and for reasonable attorney's fees incurred by, us in connection with any such Claim; provided, that we: (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release us of all liability); and (c) provide to You all reasonable assistance, at our expense.
16.3. This Section 16 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of Claim described in this Section.
17. Changes to Agreement.
Alldayzip reserves the right to make changes, modifications, amendments, and/or updates to this Service and the Agreement. When these changes are made, we will make a new copy of the Agreement available on this Site. Changes to the Agreement shall be effective when posted. You understand and agree that continued use of the Site after the Agreement has changed will be treated as Your acceptance of the updated Agreement.
18. Services Management and User Data.
We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, notice or liability, to remove from the Service or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (4) otherwise manage the Service in a manner designed to protect our rights and to facilitate the proper functioning of the Service.
We cannot guarantee the Service will be available at all times. Nothing in these Terms will be construed to obligate us to maintain or support the Service, these Terms, or to supply any corrections, updates or releases to the Service or these Terms.
You are solely responsible for all data that you transmit or that relates to any activity related to the Service. We have no liability to you for the loss or corruption of any such data.
19. Term and Termination.
This Agreement commences on the date You accept it and continues until terminated in accordance with this paragraph. You may terminate Your use of the Service without cause at any time upon written notice to us. We may terminate access to and use of the Service (a) at any time with or without cause, upon notice to You or (b) upon termination of Your relationship with Alldayzip for any reason. Sections 4 (Proprietary Rights), 11 (Links and Third Party Content), 12 (Disclaimers and Limits of Liability), 16 (Indemnification), 21 (Governing Law) and 25 (Miscellaneous) shall survive any termination or expiration of this Agreement. We shall have no obligation to maintain or provide You a copy of any of Your data in the Service following termination or expiration of this Agreement, unless otherwise specified in other applicable agreement between You and Alldayzip, or unless legally required to be retained. UPON TERMINATION, YOUR ACCESS TO OR USE OF MATERIALS STORED IN THE SERVICE WILL NOT BE ACCESSIBLE THROUGH THE SERVICE. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party.
20. Sanctions and Export Controls
This license agreement is expressly made subject to any laws, regulations, orders or other restrictions which may be imposed by the Government of the United States of America on the transaction of business activities with certain countries or nationals or residents of certain countries. Services are not available through Alldayzip to any Restricted Entity (as defined below). You represent and warrant that neither You nor Your organization is a Restricted Entity nor are You or Your organization using the Services on behalf of or for the benefit of a Restricted Entity. "Restricted Entity" shall mean any individual or organization owned or controlled by, or acting as an agent for, any person or entity with whom a U.S. citizen, national, or company organized under the laws of or operating in the U.S. is prohibited from engaging in transactions by U.S. laws, including without limitation, a person on the Specially Designated Nationals List published by the U.S. Department of the Treasury's Office of Foreign Assets Control.
21. Governing Law.
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without reference to the principles of conflicts of laws thereof. You hereby irrevocably and unconditionally accept and agree to submit to the exclusive jurisdiction of any state or federal court in the Commonwealth of Massachusetts, County of Suffolk to hear any dispute relating to this Agreement. You agree that the United Nations Convention on Contracts for the International Sale of Goods (1980) and Uniform Computer Information Transactions Act (UCITA), as adopted by any state, are specifically excluded from application to this Agreement.
22. Agent For Notice Of Claimed Copyright Infringement.
Alldayzip respects the intellectual property rights of authors. To assist copyright owners, Alldayzip has appointed an agent to receive notifications of claims or allegations of copyright infringement regarding materials available or accessible on, through, or in connection with the Site. Any person authorized to act for a copyright owner may notify us of such claims by contacting us in writing at the following email address: [support@Alldayzip.com]
23. Injunctive Relief.
You acknowledge and agree that any violation of the Agreement relating to the disclosure, use, copying, distribution, display or publishing of the content made available through the Service by us or by third party licensors, including any software licensed hereunder, may result in irreparable injury and damage to Alldayzip or its licensors that may not be adequately compensable in money damages, and for which Alldayzip will have no adequate remedy at law. You, therefore, consent and agree that Alldayzip may obtain injunctions, orders, or decrees as may be reasonably necessary to ensure compliance with this Agreement. You hereby waive any requirement of the posting of a bond that may apply for issuance of any injunctions, orders, or decrees.
PLEASE READ THIS SECTION CAREFULLY - IT AFFECTS YOUR LEGAL RIGHTS AND GOVERNS HOW YOU AND ALLDAYZIP CAN BRING CLAIMS AGAINST EACH OTHER. THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND ALLDAYZIP TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS. THIS MEANS THAT YOU WILL NOT BE ABLE TO BRING A CLASS, COLLECTIVE, OR REPRESENTATIVE LAWSUIT IN A COURT OF LAW BEFORE A JUDGE OR JURY CONCERNING ANY DISPUTE THAT MAY ARISE WHICH IS COVERED BY THE ARBITRATION AGREEMENT AND ARE INSTEAD AGREEING TO SUBMIT ANY SUCH DISPUTE SOLELY ON YOUR OWN BEHALF TO AN IMPARTIAL ARBITRATOR.
23.1. Agreement to Arbitrate
You and Alldayzip mutually agree to forego the delay and expense of using a court of law and choose instead to benefit from the speedy, economical, and impartial dispute resolution procedure of using binding arbitration for any “Covered Claims” (as defined below) that arise between You and Alldayzip, its related and affiliated companies, and/or any current or former employee, officer, or director of Alldayzip or any related or affiliated company. You and Alldayzip agree that this Arbitration and Class Action Waiver is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., and will survive even after the Agreement and any Services terminate. Any revision to or termination of the Agreement that modify or terminate this Arbitration and Class Action Waiver shall not apply to a pending arbitration, to any claim that accrued prior to the modification or termination, or to any claim that the asserting party knew about prior to the modification or termination, except as may be required by applicable law.
23.2. Claims Subject to Arbitration
(a) Other than the exceptions in the “Excluded Claims” Section below, the “Covered Claims” include any and all controversies, disputes, disagreements, and claims arising out of, or relating to, this Agreement (including its enforcement, breach, performance, interpretation, validity, or termination), or Your access to and/or use of the Services, or the provision of content, services, and/or technology on or through the Site to the fullest extent allowed by law.
23.3. Excluded Claims, Jurisdiction, and Venue
(a) The Covered Claims do not include (and thus shall not require arbitration of) the following types of claims that will hereafter be referred to as “Excluded Claims”:
(a) any claims that cannot be required to be arbitrated as a matter of law (including but not limited to claims by California residents under the California Private Attorney General Act of 2004, to the extent exclusion from arbitration is required by California law, and claims or charges that must be filed with a governmental administrative agency); and (b) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including but not limited to those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
Any Excluded Claims arising out of, or related to, this Agreement shall be instituted exclusively in the state courts located in the Commonwealth of Massachusetts, County of Suffolk or federal courts located in the Commonwealth of Massachusetts, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
(b) In the event You or Alldayzip choose to pursue arbitration of both Covered Claims and Excluded Claims and the other party objects, the Covered Claims must be arbitrated. In no event will Covered Claims be joined with Excluded Claims and litigated in court unless both parties agree to waive arbitration.
23.4. Class Action Waiver
(a) Except as otherwise required under applicable law, You and Alldayzip agree to arbitrate any Covered Claims only on an individual basis and hereby waive any right to bring, participate in, or receive money or any other relief from any representative, class, or collective proceeding (“Class Action Waiver”). No party may bring a claim on behalf of other individuals, and no arbitrator hearing any claim under this Agreement may: (a) without the consent of all parties, combine more than one individual’s claim or claims into a single case; (b) order, require, participate in, or facilitate production of class-wide contact information or notification of others of potential claims; or (c) arbitrate any form of a class, collective, or representative proceeding.
23.5. Arbitrability Determinations
If a party violates the agreement to arbitrate by commencing an action asserting a Covered Claim in a court of law, then the court (and not an arbitrator) shall have the authority to resolve any disputes about the interpretation, formation, existence, enforceability, validity, and scope of this Arbitration and Class Action Waiver. If a party complies with the agreement to arbitrate and files for arbitration without filing a complaint in a court of law, then the arbitrator shall have the authority to resolve any disputes about the interpretation of this Arbitration and Class Action Waiver for purposes of discovery or the merits of the underlying claim, but shall have no authority to resolve any disputes about the formation, existence, enforceability, or validity of this Arbitration and Class Action Waiver, including the Class Action Waiver.
23.6. Arbitration Rules, Procedures, and Costs
To initiate arbitration, the party desiring to pursue a legal dispute must prepare a written demand setting forth the claim(s) and deliver the written demand within the applicable statute of limitations period by email, by hand, or by first class mail to Alldayzip representatives at [support@Alldayzip.com]. You and Alldayzip agree that the arbitration shall be administered by the American Arbitration Association (“AAA”) before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by AAA. Except to the extent that they are modified by the rules below, the AAA Consumer Arbitration Rules that are in effect at the time of the filing of the demand.
23.7. The parties agree that the applicable AAA rules are modified as follows:
(a) Any arbitrator must be neutral as to all parties. Standards for the recusal of an arbitrator shall be the same standards under which trial judges are recused under Massachusetts law.
(b) No party is entitled to its attorneys’ fees, except as may be awarded in a matter authorized by and consistent with applicable law.
(c) All discovery shall be subject to any and all objections available under FRCP 26
(b). Each party shall avoid broad or widespread collection, search, and production of documents, including electronically stored information. If a compelling need is demonstrated by the requesting party, the production shall: (i) be narrowly tailored in scope; (ii) only come from sources that are reasonably accessible without undue burden or cost; and (iii) be produced in a searchable format, if possible without undue burden or cost, and which is usable by the receiving party and convenient and economical for the producing party. Where the costs and burdens of the requested discovery outweigh its likely benefit, considering the needs of the case, the amount in controversy, and the importance of the discovery in resolving the issues, the arbitrator shall deny such requests or order production on condition that the requesting party advance to the producing party the reasonable costs involved in making the production, subject to the allocation of costs in the final award.
(d) The arbitrator shall have the authority to award the same damages and other relief that would have been available in court pursuant to the law governing the Covered Claim(s).
(e) Either party shall have the right to file motions to dismiss and motions for summary judgment/adjudication.
(f) The arbitrator shall have the authority to issue an award or partial award without conducting a hearing on the grounds that there is no claim on which relief can be granted or that there is no genuine issue of material fact to resolve at a hearing.
(g) The Federal Rules of Evidence shall apply to all arbitration proceedings.
(h) For discovery purposes only, an arbitrator may consolidate claims filed by multiple individuals, each on their own behalf, in a single arbitration proceeding, or may conduct a joint hearing for efficiency purposes, so long as the arbitrator does not (a) certify (conditionally or otherwise) a collective, class, or representative action that includes individuals who have not themselves already submitted their own individual claims, or (b) authorize the issuance of notice of the arbitration to individuals on the grounds that the arbitrator or any party believes there are other individuals who are similarly situated to or share commonality with a party to the arbitration.
(i) The arbitrator must issue a decision in writing, setting forth in summary form the reasons for the arbitrator’s determination and the legal basis therefor.
(j) The arbitrator’s authority shall be limited to deciding the case submitted by the parties to the arbitration. Therefore, no decision by any arbitrator shall serve as precedent in other arbitrations except to preclude the same claim from being re-arbitrated between the same parties.
(k) The parties may settle any dispute on a mutual basis without involvement of the arbitrator.
(l) If You initiate arbitration, You will pay the first $250, and Alldayzip will pay all other filing, administrative, or hearing fees. If the Alldayzip initiates arbitration, Alldayzip will pay all filing, administrative, and hearing fees. Regardless of which party initiates arbitration, You will remain responsible for Your attorneys’ fees and costs unless the law governing the Covered Claim provides for an award of attorneys’ fees and costs and the arbitrator determines as part of the arbitration award that You may recover a certain amount of attorneys’ fees and costs.
23.8. If any term or condition in this Arbitration and Class Action Waiver is determined to be unenforceable or in conflict with a mandatory provision of applicable law, it shall be construed to incorporate any mandatory provision, or the unenforceable or conflicting term or condition shall be automatically severed and the remainder of this Arbitration and Class Action Waiver shall not be affected. Provided, however, that if the Class Action Waiver is found to be unenforceable, then any claim brought on a class, collective, or representative action basis shall be adjudicated exclusively in the state and federal courts located in the Commonwealth of Massachusetts, which shall be the exclusive forum for such claims. You waive any and all objections to the exercise of jurisdiction over You by such courts and to venue in such courts.
24. Limitation on Time to File Claims.
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
25. Miscellaneous.
25.1. We may assign our rights and obligations under this Agreement, without notice, to: (a) any affiliate of Alldayzip; or (b) any party or its affiliate acquiring all or substantially all of the assets or stock by merger or otherwise of Alldayzip or any affiliate of Alldayzip. This Agreement may not be assigned by You without our prior written consent. These Terms constitute the entire agreement and understanding between You and us. Our failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement shall be deemed invalid, void, or for any reason unenforceable, that provision shall be deemed severable and shall not affect the validity and enforceability of any remaining provisions.
25.2. If You create or use an account on behalf of a business entity, You represent that You are authorized to act on behalf of such business and bind the business to this Agreement. Such account is owned and controlled by the business entity. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
Questions or comments regarding the Service or the Agreement should be directed to Alldayzip at: support@alldayzip.com