Merchant Terms | Payer Terms | API Terms



Merchant Terms of Use

Effective Date: January 23, 2013

Last Updated Date: January 23, 2012

I. Introduction and Eligibility

Please read these Terms of Use ("Terms") carefully before using the Zipmark Service. These Terms include Zipmark’s Privacy Policy (https://www.zipmark.com/privacy) which is incorporated by reference into these Terms. We have included several annotations in boxes to help explain the legal jargon and emphasize key sections. These annotations are for convenience only and have no legal or contractual effect.

This agreement is a legally binding contract. It may change as our business changes, and you agree you will review it and any updates regularly.

Binding Agreement.

These Terms constitute a binding agreement between you and Zipmark, Inc. and its affiliates, Zipmark.com, and Zipmark’s mobile application ("Zipmark"). "You" and "billers" shall mean all persons and entities receiving payments via the Zipmark Service. You accept these Terms each time you use the Zipmark Service. If you do not accept these Terms, you must not use the Zipmark Service.

Revisions to Terms.

Zipmark may revise these Terms at any time by posting an updated version to this web page. You should visit this page periodically to review the most current Terms because you are bound by them. Your continued use of the Zipmark Service after a change to these Terms constitutes your binding acceptance of these Terms.

Questions.

All questions about transactions made using the Zipmark Service must be directed to Zipmark and not the bill payers or the bank where you have your bank account. Zipmark is responsible for the Zipmark Service and for resolving any errors as a result of using the Zipmark Service.

Children.

No part of the Zipmark Service is directed to persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE DO NOT USE OR ACCESS The Zipmark Service AT ANY TIME OR IN ANY MANNER. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Zipmark Service.

The terms "post" or "posting" as used in these Terms shall mean the act of submitting, uploading, publishing, displaying, or similar action on the Zipmark Service.

II. The Zipmark Service



The Zipmark Service is defined as any website, mobile application, or Internet service under Zipmark’s control, whether partial or otherwise, in connection with providing the services provided by Zipmark. The Zipmark Service provides a platform for bill payers to make payments to billers registered with Zipmark for specific invoices that are produced using the Zipmark Service. Zipmark is not a bank as defined in these Terms.

Biller.

You are a biller when you use the Zipmark Service to create invoices and request payments from bill payers. Bill payers use the Zipmark Service to pay invoices with funds directly from their existing bank accounts using the Zipmark Service.

Bank.

A "bank" is a federal- or state-chartered bank, thrift, or other chartered depository institution.

Payment.

When you use the Zipmark Service to receive a payment, you are authorizing an electronic transfer to your bank account. Zipmark will make electronic transfers via the Automated Clearing House (“ACH”) in the amount the bill payer specifies. You agree that such requests constitute your authorization to Zipmark to make the transfers. Once you have provided your authorization for the transfer, you will not be able to change or cancel it.

When you use the Zipmark Service to create an invoice and request payment, you direct Zipmark to transfer all funds, less applicable fees, via ACH to the bank account you associated with your Zipmark account.

You are responsible for confirming the accuracy of the information you provide about each payment, including the amount of the transaction.

All payments are in U.S. dollars.

Timing.

Zipmark will make reasonable efforts to ensure payments are processed in a timely manner. However, we make no representations or warranties regarding the amount of time needed to complete processing, because the Zipmark Service depends on many factors outside of our control, such as delays in the banking system.

Payment Amount Transfer Limits.

You are limited to receiving the amount due on a specific invoice or bill.

Taxes.

It is your responsibility to determine what, if any, taxes apply to the payments you receive, and it is your responsibility to collect, report, and remit the correct tax to the appropriate tax authority. Zipmark is not responsible for determining whether taxes apply to your transaction, or for collecting, reporting, or remitting any taxes arising from any transaction.

Fees.

Zipmark charges a per-transaction fee of 1% of each transaction made through the Zipmark Service, with fees capped at $5 for any single transaction. You are responsible for paying Zipmark such fees. At your discretion, you may include a processing fee in the total invoice amount. You are responsible for any charges or fees that may be imposed by your bank under its terms and conditions as a result of using the Zipmark Service.

Physical Check or Draft.

All transactions are processed electronically. Zipmark will not issue physical checks.

Zipmark is not Your Agent.

The Zipmark Service is a platform that helps you create invoices. Zipmark is not your agent for any purpose.

III. Account Creation

Merchant Name.

To create an account, you must choose a user name that identifies you and will appear on bill payers’ bank statements. If a transaction dispute arises from your failure to use a reasonably identifiable name, you agree to indemnify Zipmark from any liabilities arising from such dispute.

Business Verification.

To create an account, you also must provide sufficient information to associate your Zipmark account to a valid bank account. When you register with the Zipmark Service, you may also need to provide a tax identification number, or some other form of business verification. If Zipmark cannot verify your business, Zipmark may not be able to allow you to use the Zipmark Service.

Bank Account in Good Standing.

You authorize Zipmark to disclose your Personal Information, including your bank account numbers, to third parties to confirm that your bank account is in good standing.

Credit Report Authorization.

You also authorize that Zipmark may, from time to time, use third parties to evaluate your background for continued use of the Zipmark Service.

Rights to the Bank Account.

When you associate your bank account with the Zipmark Service, you are affirming that you have all necessary rights and authority to receive funds in that bank account. Zipmark does not have control over or liability for your bank transactions.

Bank Terms and Conditions.

Your agreement with your bank and applicable law governs the availability of funds in your bank account. Payments are subject to these Terms and your bank’s terms and conditions.

Permitted Bank Accounts.

The bank account you attempt to associate with the Zipmark Service must be from a bank as defined above and must be accessible through the ACH system. Most checking accounts are accessible via the ACH system.

IV. Problematic Transactions

You authorize Zipmark to credit or debit your bank account to correct any transfer errors. We will also assume the risk of a transaction on your behalf.

Transaction Review.

We reserve the right to delay or reject a transaction for any purpose.

Insufficient Funds.

If a bill payer’s bank account has insufficient funds to make the entire requested payment, the Zipmark Service will cancel the payment rather than overdraw the bill payer’s account. Zipmark will notify you of the cancelled transaction and request that the bill payer fix the problem by placing the proper monetary amount in his or her bank account and re-submitting the transaction for payment. If payment is not made as requested, we will refer the transaction to a debt collection agency.

Assumption of Risk.

Notwithstanding anything else to the contrary in this Agreement, including the disclaimers and warranties in Section XIII, Zipmark will assume the risk of the transactions on your behalf. Once a transaction is approved and processed, we will always credit your account, regardless of whether the bill payer ultimately lacks the funds to pay the bill.

Processing Delay.

Once you post an invoice and the bill payer has initiated a payment, you may not delay or refuse to accept payment.

Bank Refuses To Accept Funds.

If your bank refuses to accept funds, the transaction is cancelled.

Payment Reversals.

We do not perform payment reversals. Bill payers must contact you directly to initiate a reverse transaction if a payment was made in error.

V. Unauthorized Transactions and Other Errors

Unauthorized Transaction.

An "Unauthorized Transaction" is a type of error that occurs when a payment is made from a bill payer’s bank account using the Zipmark Service that the bill payer did not authorize and did not benefit from. For example, an Unauthorized Transaction has occurred when someone steals a bill payer’s Zipmark Service password and uses the password to access the user’s account and make a payment.

Investigation.

If an Unauthorized Transaction has occurred, the bill payer will initiate a dispute with you directly. We will provide the bill payer with your contact information.

Other Errors.

Other Errors that are covered by Zipmark are limited to the following events:

  1. if an incorrect amount is credited to your bank account;
  2. if a transaction is missing from or not properly identified in your transaction history; and
  3. if there is a computational or mathematical error by Zipmark.

VI. Communications

Zipmark may communicate with you by email, text message, or posting notice on the Zipmark Service. You may request that we provide notice of security breaches in writing.

If you use the Zipmark Service to send text messages to other users, you agree to abide by all laws and only send them to users who have given you express permission.

Communications from Zipmark.

You agree to receive email from us at the email address you provided to us for informational, marketing, or operational purposes, such as billing, account management, or system maintenance. You may opt out of marketing communications.

Electronic Notices.

You agree to receive information and disclosures regarding the Zipmark Service electronically through the Zipmark Service and via email, and you confirm that you will download or print any disclosures for your records. You may withdraw your consent by contacting us at hello@zipmark.com, but you will no longer be able to use the Zipmark Service.

If we learn of a security system’s breach, we may attempt to notify you electronically by posting a notice on the Zipmark Service or sending an email to you. You may have a legal right to receive this notice in writing. To receive free written notice of a security breach (or to withdraw your consent from receiving electronic notice), please write to us at hello@zipmark.com.

Text Messages from Zipmark.

By providing Zipmark your mobile telephone number, you consent to receive text messages at that number from us about your use of the Zipmark Service. You may turn off this feature in two ways. You may change your preference using the Zipmark Service. You may also text STOP in reply to a text message received from the Zipmark Service. Zipmark does not charge a fee for text messages, however, standard messaging, data, and other fees may be charged by your wireless service carrier.

We send and receive text messages through cellular telephone operators or other networks, and the level of reliability may vary. Zipmark is not responsible for the timeliness or final delivery of the message, as this is out of our control and is the responsibility of the cellular telephone operator or other networks.

Sending Text Messages Using the Zipmark Service.

You may use the Zipmark Service to send a text message to other Zipmark Service users you know to invite them to send or receive payments using the Zipmark Service. You acknowledge and agree that you will send messages only to individuals who have given you their express permission to be contacted.

You agree to abide by all applicable local, state, national, and international laws and regulations and are solely responsible for all acts or omissions that occur under your account, including without limitation the content of the text messages transmitted through the Zipmark Service. Without limiting the foregoing, you agree to familiarize yourself with the legalities of any messages transmitted through the Zipmark Service by visiting the following websites:

You agree that your use of the Zipmark Service shall not include sending unsolicited marketing messages or broadcasts (i.e. spam). Zipmark will utilize any means possible to block spammers and abusers from using the Zipmark Service. If you believe spam originated from the Zipmark Service, please email us immediately at hello@zipmark.com.

VII. Zipmark’s Content Ownership and Use

Zipmark owns all of the content we create, but you may use it while you use the Zipmark Service. You cannot use our logo without our written permission.

The contents of the Zipmark Service include: designs, text, graphics, images, video, information, logos, button icons, software, audio files, computer code, and other Zipmark content (collectively, “Zipmark Content”). All Zipmark Content and the compilation (meaning the collection, arrangement, and assembly) of all Zipmark Content are the property of Zipmark or its licensors and are protected by copyright, trademark, and other laws.

License to You.

Zipmark authorizes you, subject to these Terms, to access and use the Zipmark Service and the Zipmark Content solely for the use of Zipmark’s services, at Zipmark’s discretion. Any other use is expressly prohibited. This license is revocable at any time without notice and with or without cause. Unauthorized use of the Zipmark Content may violate copyright, trademark, and applicable communications regulations and statutes and is strictly prohibited. You must preserve all copyright, trademarks, service marks, and other proprietary notices contained in the original Zipmark Content on any copy you make of the Zipmark Content.

Zipmark Marks.

Zipmark, the Zipmark logo, and other Zipmark logos and product and service names are or may be trademarks of Zipmark (the "Zipmark Marks"). Without Zipmark’s prior written permission, and except as solely enabled by any link as provided by Zipmark, you agree not to display or use in any manner the Zipmark Marks.

VIII. Suggestions and Submissions

Don’t send us your great ideas for a new business or functionality. If you do, we can use them without compensating you.

Zipmark appreciates hearing from its users and welcomes your comments regarding the Zipmark Service. Please be advised, however, that Zipmark does not accept or consider creative ideas, suggestions, inventions, or materials (“creative ideas”) other than those which we have specifically requested. While Zipmark values your feedback on its services, please be specific in your comments and do not submit creative ideas. If, despite this request, you send Zipmark creative ideas, Zipmark

  1. Shall own, exclusively, all now known or later discovered rights to the creative ideas;
  2. Shall not be subject to any obligation of confidentiality and shall not be liable for any use or disclosure of any creative ideas; and
  3. Shall be entitled to unrestricted use of the creative ideas for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.

IX. User Content Disclaimers, Limitations, and Prohibitions.

Zipmark does not represent or guarantee the truthfulness, accuracy, or reliability of content, including invoices, posted by users (“User Content”), including billers, bill payers or third-party service providers, or any other communications posted by users. You accept that any reliance on material posted by other users or third-party service providers will be at your own risk.

X. Prohibited Zipmark Service Uses

Don’t do bad things with the Zipmark Service, try to break it, or steal our hard work.

You agree to use the Zipmark Service only for its intended purpose. You must use the Zipmark Service in compliance with all privacy, data protection, intellectual property, and other applicable laws. The following uses of the Zipmark Service are prohibited. You may not:

  1. Aggregate, copy, or duplicate any Zipmark Content;
  2. Use data mining, robots, or other data gathering devices on the Zipmark Service;
  3. Remove, disable, damage, circumvent, or otherwise interfere with the security of the Zipmark Service;
  4. Interfere or attempt to interfere with the proper working of the Zipmark Service;
  5. Gain unauthorized access to the Zipmark Service or computers linked to the Zipmark Service;
  6. Attempt to reverse engineer, or reverse engineer the Zipmark Service;
  7. Frame or link to the Zipmark Service without permission;
  8. Attempt to or submit a virus to the Zipmark Service;
  9. Take any action imposing an unreasonable or disproportionately large load on Zipmark’s infrastructure;
  10. Attempt to or obtain unauthorized access to other users’ accounts;
  11. Sell, transfer, or assign any of your rights to use the Zipmark Service to a third party without the express written consent of Zipmark;
  12. Use the Zipmark Service in a manner that results in or may result in complaints, disputes, claims, fines, penalties, and other liability to Zipmark or others;
  13. Use the Zipmark Service to send marketing, advertising, or other repetitious emails, text messages, telephone calls, or other communications;
  14. Use the Zipmark Service for transactions involving illegal objects (such as, narcotics or stolen goods), illegal activities (such as, gambling), marketing and advertising, or what Zipmark reasonably believes to be potentially fraudulent funds;
  15. Use the Zipmark Service in an illegal way or to commit an illegal act;
  16. Access the Zipmark Service from a jurisdiction where it is illegal, unauthorized, or penalized;
  17. Control an account if another account controlled by you has performed these activities or otherwise breached these Terms;
  18. Post information on behalf of another person or entity without their consent;
  19. Post incomplete, false, or misleading information in a user profile, impersonate another person, or misrepresent your affiliation with a person or entity; or 20. Disclose personal information about another person.

XI. Your Log-In Credential Information

You are responsible for maintaining the confidentially of your log-in credentials and are fully responsible for all activities that occur through the use of your credentials. You agree to notify Zipmark immediately if you believe the confidentiality of your login credentials has been compromised or if you suspect unauthorized use of your account. You agree that Zipmark will not be liable for any loss or damage arising from unauthorized use of your credentials.

XII. Consequences of Violating These Terms

If you don’t act acceptably, we may remove your content and terminate your account.

Zipmark may review and remove any User Content at any time for any reason, including activity which, in its sole judgment: violates these Terms; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of, users of the Zipmark Service.

Zipmark reserves the right to suspend or terminate your account and prevent access to the Zipmark Service for any reason, at its discretion. Zipmark reserves the right to refuse to provide the Zipmark Service to you in the future. Perpetual licenses granted by you to Zipmark remain in full force and effect.

You are responsible for any claims, fees, fines, penalties, and other liability incurred by Zipmark or others caused by or arising out of your breach of these Terms and your use of the Zipmark Service.

XIII. Zipmark’s Liability

We are not liable for anything our users do when using the Zipmark Service. We may also change the Zipmark Service at any time and are not liable for how this may affect you. We don’t guarantee the quality or accuracy of any content you view using the Zipmark Service or other websites.

Changes to the Zipmark Service.

Zipmark may change, suspend, or discontinue any aspect of the Zipmark Service at any time, including hours of operation or availability of the Zipmark Service or any feature, without notice or liability. We may decline to process a transaction without prior notice to either party.

Downtime and Service Suspensions.

To the extent we can, we will attempt to provide you notice of any planned service suspensions, but we shall have no liability for the manner in which we may do so or if we fail to do so. Zipmark shall use commercially reasonable efforts to make the Zipmark Service available at all times, except for planned downtime and any unavailability caused by force majeure circumstances (e.g., fires, floods, acts of God, acts of government, civil unrest, Internet service provider failures or delays, denial of service attacks, etc.), and to provide the Zipmark Service only in accordance with applicable laws and government regulations. You acknowledge and agree that:

  1. Your access to and use of the Zipmark Service may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Zipmark Service for any reason, including as a result of power outages, system failures, or other interruptions; and
  2. We shall also be entitled, without any liability to you, to suspend access to any portion or all of the Zipmark Service at any time: (i) for scheduled downtime to permit us to conduct maintenance or make modifications to the Zipmark Service; (ii) in the event of a denial or service attack or other attack on the Zipmark Service or other event that we determine, in our sole discretion, may create a risk to the Zipmark Service, to you, or to any of our other customers if the Zipmark Service were not suspended; or (iii) in the event that we determine that it is necessary or prudent to do so for any reason.

User Content.

Zipmark does not control User Content and does not have an obligation to monitor it for any purpose. Zipmark has no obligation to make User Content available through the Zipmark Service. Zipmark may choose, in its sole discretion, to monitor, review, or otherwise access some User Content, but Zipmark assumes no responsibility for doing so. Zipmark assumes no responsibility for the conduct of users or other third parties.

Zipmark reserves the right, in its sole discretion, to remove Your User Content, and Zipmark does not assume any obligation to remove it. To the extent permitted by law, Zipmark disclaims any liability for failing to take any such action. To the extent permitted by law, in no event shall Zipmark be liable for the deletion, loss, or unauthorized modification of any User Content.

User Disputes.

Zipmark is not responsible for any disputes or disagreements between you and any other user. Except as described in the paragraph entitled “Assumption of Risk” in Section IV above, you assume all risk associated with dealing with other users. You agree to resolve disputes directly with the other party. You release Zipmark of all claims, demands, and damages in disputes among users of the Zipmark Service. You also agree not to involve Zipmark in such disputes. Use caution and common sense when using the Zipmark Service.

Content Accuracy.

Zipmark makes no representations about accuracy, reliability, completeness, or timeliness of any contents of the Zipmark Service, including data from third- party service providers. Similarly, Zipmark makes no representations about accuracy, reliability, completeness, or timeliness of any data from third-party service provider or the quality or nature of third-party products or services obtained through the Zipmark Service. Use the Zipmark Service at your own risk.

Third-Party Websites.

The Zipmark Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use them. Zipmark is not responsible for and does not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and Zipmark disclaims all liability arising from your use of them.

Transaction Failures.

Zipmark disclaims all liability for transactions that are not successfully completed through no fault of its own, including:

  1. The funds in a bill payer’s bank account are subject to legal process or other encumbrances restricting their use;
  2. The Zipmark Service is not working properly, and you knew that fact when you started the transaction;
  3. Circumstances occurred beyond Zipmark’s control, such as fire, floods, or actions of a third party;
  4. A communications failure occurred, such as a wireless carrier failing to complete a text message accurately;
  5. Your bank has a problem;
  6. You provided inaccurate or incomplete information regarding the transaction; and
  7. Any other cause that is not controllable by Zipmark.

Zipmark makes no promises and disclaims all liability of specific results from the use of the Zipmark Service.

Released Parties Defined.

"Released Parties" include Zipmark and its affiliates, officers, employees, agents, partners, and licensors.

A. DISCLAIMER OF WARRANTIES

You use the Zipmark Service at your own risk. We make no warranties or guarantees.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (A) YOUR USE OF THE ZIPMARK SERVICE IS AT YOUR SOLE RISK, ZIPMARK IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE ZIPMARK SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT; (B) THE RELEASED PARTIES MAKE NO WARRANTY THAT (i) THE ZIPMARK SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE ZIPMARK SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE ZIPMARK SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED BY YOU THROUGH THE ZIPMARK SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; AND (C) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE ZIPMARK SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH MATERIAL. ZIPMARK EXPRESSLY DISCLAIMS ANY WARRANTY ASSOCIATED WITH PUSH NOTIFICATIONS TO MOBILE DEVICES.

B. LIMITATION OF LIABILITY AND INDEMNIFICATION

We are not liable for anything that happens to you that somehow may be connected to your use of the Zipmark Service. If you use the Zipmark Service in a way that causes us to be included in litigation, you agree to pay all of our legal fees and costs.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE RELEASED PARTIES SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ZIPMARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE ZIPMARK SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH, FROM, OR AS A RESULT OF THE ZIPMARK SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE ZIPMARK SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE ZIPMARK SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.

TO THE FULLEST EXTENT POSSIBLE BY LAW, ZIPMARK’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ZIPMARK SERVICE OR YOUR USE OF ZIPMARK’S CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED $100.

You further agree and understand that Zipmark has no liability for the loss of any information you may choose to store in your Zipmark account, your computer, or your mobile device, in the event your computer or mobile device is lost or stolen.

You agree to defend, indemnify, and hold harmless the Released Parties from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material you provide to the Zipmark Service, (ii) your use of or reliance on any Zipmark Content, or (iii) your breach of these Terms. Zipmark shall provide notice to you promptly of any such claim, suit, or proceeding.

XIV. General Terms

These Terms constitute the entire agreement between you and Zipmark concerning your use of the Zipmark Service. The failure of Zipmark to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect. The section titles and annotations in these Terms are for convenience only and have no legal or contractual effect.

XV. Arbitration, Class Waiver, and Waiver of Jury Trial

We are located in New York, so all disputes must be resolved there. We will use arbitration to resolve any problems, and you cannot join a class action lawsuit or obtain a jury trial for any disputes you have with us related to your use of the Zipmark Service.

These Terms and the relationship between you and Zipmark shall be governed by the laws of the state of New York without regard to its conflict of law provisions. You and Zipmark agree to submit to the personal and exclusive arbitration of any disputes relating to your use of the Zipmark Service under the rules of the American Arbitration Association. Any such arbitration, to the extent necessary, shall be conducted in New York, New York. You covenant not to sue Zipmark in any other forum.

You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or this Agreement:

  • YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
  • YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
  • YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.

Contact Information

Zipmark, Inc.
56 West 22nd Street
Floor 9
New York, NY 10010
hello@zipmark.com