Welcome to Zaarly. The following terms and conditions (the "Agreement") form a binding agreement between You and us. Please review the following terms carefully. By using the Site, you are agreeing to these terms, and these terms will govern your use of the Site. If you do not agree to these terms, you must cease use of the Site. The terms "Zaarly" or "us" or "we" or "our" refers to Zaarly, Inc. (also known as Zarly and Zaar.ly), the owner and operator of the Site. The term "You" refers to the person accessing or using the Site, or the company or organization on behalf of which that person accesses the Site.
Zaarly is an online community where you can connect with people in your vicinity who are seeking or providing useful products or services. In addition, Zaarly enables you to keep track of what you like, tell others about what you like, discover new things to try, and find out what your friends enjoy, all in one place (collectively, the "Services"), through our website located at www.Zaarly.com (the "Site" or “Zaarly”). Please read the following terms and conditions ("Terms of Service") carefully. These Terms of Service govern your access to and use of the Site, including any content, information, products or Services therein. This is a legal agreement between you and Zaarly and applies to you whether you are a registered user of the Site ("Member") or a non-registered user just browsing (collectively "Zaarly Users").
Zaarly may contain links to other websites. Please be aware that we are not responsible for the practices, privacy policies or the content of such third-party websites. We encourage our users to read the terms of service and privacy statements of each and every website they visit. The ability to access information of third-parties from Zaarly, or links to other websites or locations, is for your convenience and does not signify our endorsement of such third-parties, their products, their services, other websites, locations or their content. By using Zaarly you expressly relieve us from any and all liability arising from your use of any third party website.
You are permitted to use Zaarly, only if You: (1) Represent that you are able to form a binding contract in your jurisdiction; (2) Comply with our Terms of Service; (3) Will not copy or distribute any part of any part of Zaarly in any medium without Zaarly's prior written authorization except as permitted through Zaarly's functionality and under these Terms of Service; (4) Do not change any part of Zaarly other than in ways that may be reasonably necessary for you to use Zaarly for its intended purposes; (5) Provide accurate and complete information when creating an account; (6) Acknowledge you are solely responsible for the activity that occurs while signed in to or while using Zaarly; (7) Don't collect any personally identifiable information, including full names, physical addresses or e-mail addresses, for commercial purposes; (8) Acknowledge your sole responsibility for your content submissions, including discussion posts, profile information and links, pictures, and other such content; (9) Affirm that you own or have the necessary licenses, rights, permissions, and consent to use and authorize Zaarly to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all submissions to enable inclusion and use of the submissions across Zaarly; (10) Grant each Zaarly user, whether using Zaarly or an application developed via a third-party developer, a non-exclusive license to access your submissions through Zaarly and to use, reproduce, distribute, prepare derivative works of, display and perform such submissions as permitted through Zaarly's functionality and under these Terms of Service; (11) Will not submit material that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such materials to Zaarly; and (12) Affirm we have the right to determine whether any of your submissions are appropriate and complies with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.
Terms Of Service
Your Account and Zaarly Profile
You will need to register by creating an account with us in order to publish Content on the Site. If you choose to create an account or Zaarly profile with us, you agree to provide only accurate, complete registration information, and that you will keep that information up-to-date if it changes. Access to the Site is not authorized by any other person or entity using your registration information and you are responsible for preventing such unauthorized use.
After you register, we’ll issue a unique account number (a “User ID”) to you. Individuals and entities who access the Site or use the Services and have previously been terminated by Zaarly may not register for an account, nor may you designate any of those individuals to use your account on your behalf.
You must understand that Zaarly relies on User IDs to know whether users accessing the Site and using our Services are authorized to do so. If someone accesses our Site using a User ID that we’ve issued to you, we will rely on that User ID and will assume that it is really you or your representative who is accessing the Site. You are solely responsible for any and all access to the Site or use of the Service by persons using your User ID. Please notify us immediately if you become aware that your User ID is being used without authorization.
Rules Regarding Information and other Content
When you use the Site, you can publish and obtain access to various kinds of information and materials, all of which we call “Content.” Content also includes information and materials posted to the Site by you. You agree not to revise Content posted by others, and you agree not to post or use any Content in any manner that violates our Marketplace Rules located at http://www.Zaarly.com/marketplace, including, but not limited to Content which:
- infringes the copyright, trademark, trade secret, or other intellectual property or proprietary right of others,
- violates the privacy, publicity, or other rights of third parties,
- is unlawful, defamatory, discriminatory, libelous, pornographic, obscene, abusive, threatening, harassing, pornographic, hateful, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate, as determined by Zaarly in its sole discretion; or
- is false or inaccurate; or
- could damage our company, parent company, sister companies, affiliates, advertisers, or other parties;
Though we strive to enforce these rules with all of our users, you may be exposed through the Site or Services to Content that violates our policies or is otherwise offensive. You use the Site and Services at your own risk. We may, but are not obligated to, terminate user accounts and/or remove Content from the Site if we determine or suspect that those accounts or Content violate the terms of this Agreement or the applicable agreement with the offending user(s). We take no responsibility for your exposure to Content on the Site whether it violates our content policies or not.
General Rules of User Conduct
It is our goal to make the use of our Site and Services a good experience for all of our users, so you agree to follow our Marketplace Rules URL. You also agree not to do any of the following:
- Conduct or promote any illegal activities while using the Site or Services;
- Upload, distribute or print anything that may be harmful to minors;
- Attempt to reverse engineer or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes, and infrastructure) that enables or underlies the Site;
- Attempt to gain access to secured portions of the Site to which You do not possess access rights;
- Upload or transmit any form of virus, worm, Trojan horse, or other malicious code;
- Use the Site or Services to generate unsolicited email advertisements or spam;
- Use any automatic or manual process to search or harvest information from the Site or Services, or to interfere in any way with the proper functioning of the Site and Services; or
- Impersonate another user.
Zaarly will use reasonable efforts to maintain the security and integrity of information you provide to us. However, You acknowledge and agree that Zaarly cannot fully eliminate security risks and cannot guarantee that unauthorized access to your information will never occur. You agree that you will keep your password for your Zaarly account confidential and secure, and that you will not share it with others.
We may also allow access to, or advertise, certain third parties from which you may purchase certain goods or services from these third parties ("Partners"). You understand that we do not operate or control the products or services offered by Partners. Partners are responsible for all aspects of order processing, fulfillment, billing and customer service related to the products and services they offer. We are not a party to the transactions entered into between you and Partners. Partners and other advertisers are also responsible for ensuring that advertisements and other materials submitted for inclusion on the Site are accurate and comply with applicable laws.
We may change or discontinue the Site or any of the Services at any time without prior notice. We reserve the right to terminate this Agreement at our election and for any reason, without prior notice, and this Agreement will automatically terminate in the event that you violate any of the terms and conditions set forth below. In the event of any termination, you will immediately cease access to the Site and Services.
Disclaimers of Warranty
You agree that your use of Zaarly shall be at your sole risk. TO THE FULLEST EXTENT PERMITTED BY LAW, ZAARLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF AND ACCESS IS PROVIDED ON AN “AS IS” BASIS. ZAARLY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA ZAARLY. ZAARLY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH ZAARLY OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ZAARLY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
Limitations of Liability
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. IN NO EVENT SHALL ZAARLY, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF ZAARLY, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH ZAARLY BY ANY THIRD PARTY, AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA ZAARLY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. YOU SPECIFICALLY ACKNOWLEDGE THAT ZAARLY SHALL NOT BE LIABLE FOR USER SUBMISSIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU. Zaarly is controlled and offered by Zaarly from its facilities in the United States of America and we make no representations that Zaarly is appropriate or available for use in other locations. Those who access or use Zaarly from other jurisdictions do so at their own volition and are responsible for compliance with local law. WE WILL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM THE TRANSACTIONS BETWEEN YOU AND THIRD PARTY PARTNERS OR FOR ANY INFORMATION APPEARING ON PARTNER SITES OR ANY OTHER SITE LINKED TO OUR SITE. IN NO EVENT WILL ZAARLY BE LIABLE TO YOU OR ANY THIRD PARTY IN CONNECTION WITH ANY ACT OR OMISSION OF ANY CANDIDATE.
You indemnify Zaarly. You agree to defend, indemnify and hold harmless Zaarly, its officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to Zaarly; (ii) your violation of any term of these Terms of Service; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Service and your use of Zaarly.
Zaarly reserves the right, but has no obligation, to monitor, or take any action Zaarly deems appropriate regarding disputes that you may have with other customers of ours. To the extent the law permits, you release us from any claims or liability related to any Content posted on the Site and from claims related to the conduct of any other customers of ours. You hereby waive California Civil Code Section 1542 (and any similar provision in any other jurisdiction) which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
THESE LIMITATIONS OF LIABILITY APPLY REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT ZAARLY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE THAT YOUR SOLE REMEDY FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT IS TO DISCONTINUE USING THE SITE AND SERVICES. IN THE EVENT THAT A COURT DETERMINES THAT THE PRECEDING SENTENCE IS UNENFORCEABLE, THE AGGREGATE LIABILITY OF ZAARLY TO YOU FOR ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) ALL AMOUNTS PAID BY YOU UNDER THIS AGREEMENT WITHIN THE LAST TWELVE (12) MONTHS, AND (B) ONE HUNDRED DOLLARS (U.S. $100.00).
Intellectual Property Issues
You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Site and Services, including applicable copyrights, trademarks and other proprietary rights. We are not granting any license to you under any of those intellectual property rights by virtue of this Agreement. “Zaarly” is our trademark. Other product and company names that are mentioned on the Site or provided as part of the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you in this Agreement.
The content on Zaarly, excluding all intellectual property of other sites obtained by way of API and linking, are owned by Zaarly. This includes, without limitation, the text, software, scripts, graphics, photos, sounds, interactive features and the trademarks, service marks and logos contained therein ("Marks"). These are owned or licensed to Zaarly, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Content not owned by Zaarly is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners, except as permitted through Zaarly's functionality and under these Terms of Service. We reserve all rights not expressly granted in and to Zaarly and the content.
As between you and us, you retain any intellectual property rights in any copyrighted materials and trademarks that are contained in Content that you post to the Site. You grant us an irrevocable, perpetual, non-exclusive, royalty-free, fully paid, worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, translate, distribute, publicly perform and publicly display in any form or medium, whether now known or later developed, make, use, sell, import, offer for sale, otherwise commercially exploit and exercise any and all such rights, under any and all of your intellectual property rights related to the Content in any manner we choose. If you have any rights to the Content that cannot be licensed to us (such as moral rights in some countries), you unconditionally and irrevocably waive the enforcement of such rights, and all claims and causes of action of any kind against us or related to our customers and partners anywhere in the world, with respect to such rights. With respect to other users, you Grant each Zaarly user, whether using Zaarly or an application developed via a third-party developer, a non-exclusive license to access your submissions through Zaarly and to use, reproduce, distribute, prepare derivative works of, display and perform such submissions as permitted through Zaarly's functionality and under these Terms of Service.
We respect the intellectual property of others, and we ask you to do the same.
If you're a copyright owner or an owner's agent and find content that infringes upon your copyrights, you may submit a notification according to the Digital Millennium Copyright Act (”DMCA”). To do so, please provide our Copyright Agent with the following information (see 17 U.S.C 512(c)(3) for further detail) in writing: (1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (2) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (4) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (5) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (6) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Zaarly's designated Copyright Agent to receive notifications of claimed infringement can be reached by contacting at [email protected]
or at the address below:
Attn: Clay Patterson
3500 West 75th Street
Prairie Village, KS 66208
You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
The communications between you and Zaarly use electronic means, whether you visit the Site or send us emails, or whether Zaarly posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Zaarly in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Zaarly provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.
Changes to this Agreement
We may change the terms of this Agreement from time to time on a going-forward basis, and any such modifications become effective immediately upon being posted to the Site. It is your sole responsibility to check the Site from time to time to view any such changes in the Agreement. If you do not agree to all of the changes, if and when such changes may be made to the Agreement, you must cease use of the Site. Your use of the Site after any modifications to the Agreement indicates that you agree to such modified Agreement.
You and we are independent contractors, and nothing in this Agreement creates a partnership, employment relationship or agency. There are no third-party beneficiaries of this Agreement. You may not assign this Agreement, in whole or in part, to any third party without our prior, written consent, and any attempt by you to do so will be invalid. Should any part of this Agreement be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. Our failure to enforce any provision of this Agreement will not be considered a waiver of the right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.
These Terms of Service shall be governed by the internal substantive laws of the State of Delaware. Any claim or dispute between you and Zaarly that arises in whole or in part from Zaarly shall be decided exclusively by a court of competent jurisdiction located in Delaware.
These Terms of Service, together with the Privacy Notice at www.Zaarly.com/privacypolicy and any other legal notices published by Zaarly on Zaarly, shall constitute the entire agreement between you and Zaarly concerning Zaarly.
YOU AND ZAARLY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO ZAARLY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
You are legally able to accept these Terms of Service. You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Service, and to abide by and comply with these Terms of Service. And as stated in the first point of Section 3, you affirm that you are able to form a binding contract in your jurisdiction. If you aren't, you must please leave Zaarly.
Referral Credit Program
Zaarly may offer members the ability to earn credits or discounts ("Referral Credits") toward future purchases on Zaarly when they invite friends to become members of Zaarly and those friends make a qualifying purchase within six (6) months of the invitation sent through an authorized Zaarly invitation channel (e.g. an invitation sent through Zaarly’s website, Facebook or another social media channel supported by Zaarly). You may only earn Referral Credits via Zaarly’s authorized member invite mechanisms. Referrals outside of Zaarly’s authorized channels will not result in any Referral Credit. You understand that Referral Credits are not transferable, may not be auctioned, bartered or sold, may not be pooled with other members, and expire six (6) months after issuance. You will only receive Referral Credit for the first qualifying purchase made by a friend who makes his or her first purchase on Zaarly as a result of an invite from you via a Zaarly authorized channel. If your friend does not follow the directions in the invite email or other valid invite mechanism to accept the invitation, you may not receive Referral Credit, and Zaarly will have no liability to you for your friend’s failure to follow directions.
You agree that having multiple Zaarly accounts is a violation of these Terms and Conditions and that sending invites to alternate email addresses or accounts or otherwise attempting to circumvent Zaarly's referral credit program system may, without limiting any other Zaarly rights or remedies, result in forfeiture of your membership and all Referral Credits in your account. Zaarly reserves the right to void referrals and Referral Credits earned if we suspect that the referrals or Referral Credits were earned in a fraudulent manner, in a manner that violates these Terms and Conditions or in a manner otherwise not intended by Zaarly. You must not conduct your own promotion in connection with our referral credit program. You may not engage in any promotional, marketing, or other advertising activities on behalf of Zaarly, including by using any trademarks of Zaarly.
Referral Credits will appear in your account within approximately 24 hours after one of your qualifying invitees makes his or her qualifying purchase and that purchase is closed.
The referral credit program is void where prohibited by law. Zaarly reserves the right to modify or terminate the referral credit program at any time, although Referral Credits accrued shall be valid for six (6) months from the date of posting. Should there be any tax liability for the accumulation and/or use of Referral Credits, such taxes are the sole responsibility of the participant. You understand that your account may not accurately reflect the Referral Credits you have actually earned. Zaarly will have no liability for any errors displayed in your account.
Last Updated: October 3rd, 2013