ZeroPrice Terms of Use

Effective as of: November 11, 2022

Thank you for visiting our website, presented to you by ZeroPrice, Inc. (“ZeroPrice,” “we,” or “us”). These Terms set forth the terms and conditions under which you may use ZeroPrice.com and services as offered by ZeroPrice. By accessing, browsing, or using the Website, you agree to be bound by the terms and conditions set forth in, and any policies referenced by, these Website Terms, including any subsequent changes to the foregoing. If you do not agree to these Website Terms, do not access, browse or otherwise use the Website.

1. PRIVACY
Please refer to ZeroPrice’s Privacy Policy to understand how ZeroPrice collects, uses, and discloses personal information through the Website.

2. ACCOUNT REGISTRATION, MEMBERSHIP, ACCESS TO THE WEBSITE, TERMINATION

a. Certain areas and features of the Website may require registration with ZeroPrice or a third party, or may otherwise ask or require you to provide information to participate. When you choose to provide information to the Website, you agree to provide only true, accurate, current, and complete information. If you submit personal information to ZeroPrice to register for an account with ZeroPrice or to otherwise participate in any services offered by ZeroPrice on the Website, that information will be governed by our Privacy Policy. If you register with us, you agree you will not sell or otherwise transfer your membership or any membership rights.

b. You acknowledge that ZeroPrice reserves the sole right, in its sole discretion, to update, modify, replace, or alter any of aspect of the Website, in whole or in part, from time to time without any liability to you. You acknowledge that ZeroPrice may, in its sole discretion, cease to operate the Website or features within the Website, including, without limitation, terminating the ZeroPrice sampling program or your participation therein. ZeroPrice reserves the right to deny you access in its sole discretion without notice at any time and without any liability to you.

c. ZeroPrice reserves the right to modify, suspend, terminate, or restrict your use of any portion of the Website or otherwise deny you access, in its sole discretion, at any time, and to the extent permitted by applicable law, without notice. We shall not be liable to you or to any third party for any cancellation, termination, suspension or discontinuance of the Website, the ZeroPrice sampling program, or your account. We also reserve the right to investigate suspected violations of these Website Terms or any Additional Terms. Any violation of these Website Terms or Additional Terms may be referred to law-enforcement authorities.

d. You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Website. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Website, including, without limitation, those governing your transmission or use of any software or data.

3. COPYRIGHT AND LIMITED LICENSE TO USE MATERIALS

a. All materials included in or otherwise part of the Website (including but not limited to past, present, and future versions, images and text, domain name, source and object code, design, manuals, product information, graphics, images, pictures, sound and other files, and the selection and arrangement thereof and the elements that make up its “look and feel”) (collectively, “Materials”) are owned, controlled, or licensed by ZeroPrice and are protected from unauthorized use, copying, dissemination by copyright, trademark, patents, and other laws, rules, regulations, and treaties. The Materials may not be copied, reproduced, downloaded, or distributed in any way, in whole or in part, except with the express permission of ZeroPrice.

b. You may visit the Website without further permission and ZeroPrice grants you a limited, personal, non-exclusive, non-commercial, revocable, and non-transferable license to make personal use only of the Materials for your information purposes only, including to (i) download Materials that are made available for download, (ii) use a link on the Website to share a link or Materials as permitted by the sharing mechanism, and (iii) linking to the Website using a plain-text link from a site that you own or control.

c. This license is subject to these Website Terms, and does not include the right to: (i) use the Website or Materials other than for its intended purpose, including but not limited to any marketing, selling, or other commercial uses; (ii) use framing techniques to enclose any portion of the Website, including any images found on the Website or any text or the layout or design of any page or form contained on a page; (iii) publish, publicly perform or display, or distribute to any third party any Materials, including reproduction or hosting the Materials on any computer network or broadcast or publications media; (iv) resell, copy, distribute, transfer, reverse engineer, disassemble, create derivative works thereof, or allow third-party access to the Website or the Materials; (v) any systematic collection or extraction of data through the use of any data mining, robots or similar data gathering or extraction methods; (vi) use the Website or Materials surrounded by or on the same page as other content that presents false information about, disparages, tarnishes, or otherwise harms us or our products or services or may be construed as offensive, controversial, or otherwise objectionable; (vii) imply that we or the Website are endorsing, sponsoring, or otherwise affiliated with any third party or its products or services; or (vii) use the Website to transmit, harvest, or collect personal information about other users, without the consent of such users.

d. You are not conveyed any other right or license, by implication, estoppel or otherwise, in or under any patent, trademark, or proprietary right of ZeroPrice or any third party. Any unauthorized use of the Website will terminate the permission or license granted by these Website Terms and may violate applicable law, including but not limited to copyright laws, trademark laws (including trade dress), and communications regulations and statutes.

4. TRADEMARKS AND SERVICE MARKS

“ZeroPrice”, “ZeroPrice.com,” and ZeroPrice’s logos are trademarks, service marks or registered trademarks of ZeroPrice or its affiliates, suppliers and licensors, and may not be copied, used or imitated, in whole or in part, without the prior written permission of ZeroPrice or its suppliers or licensors. You may not use meta tags or any other “hidden text” using any of the above-referenced marks without ZeroPrice’s permission. Additionally, all page headers, graphics, icons, and scripts are service marks, trademarks, and/or trade dress of ZeroPrice or its licensors, and may not be copied, imitated, or used, in whole or in part, without ZeroPrice’s prior written permission. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by ZeroPrice.

5. PROHIBITED USE OF THE WEBSITE AND MATERIALS

In addition to other prohibitions as set forth in the Terms, you may not:

Use the Website or Materials for any unlawful purpose or to solicit others to perform or participate in any unlawful acts.
Take any action that causes the Website or Materials to stop working properly or that circumvents security of the Website or Materials.
Change or remove any author attribution, trademark, legend, or copyright notice or otherwise to infringe upon or violate our intellectual property rights or the intellectual property rights of others.
Except as part of standard use of a search engine or browser, download, monitor, mine, copy, or otherwise reproduce, store, or distribute the Website or any Materials.
Violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances.

6. USER-CONTENT SUBMISSIONS

a. The Website may provide you the ability to submit content to us or post content publicly on the Website (including, without limitation, photographs, videos, reviews, testimonials, promotion entries, writings, pictures, data, questions, answers, comments, and suggestions) (collectively, ”User Content”).

PLEASE NOTE: This section describes User Content submitted to the Website (e.g., ZeroPrice.com) itself. If you register as a ZeroPrice influencer and participate in a sampling campaign, the content you create and publish as part of that campaign is governed by the Influencer Agreement you agreed to at the time you signed up to create a ZeroPrice account, which sets forth, by way of example, that you grant any Brand in whose Campaign you participate, and their respective parents, subsidiaries, and affiliates (collectively “Licensees”), and any parties authorized by any of the foregoing Licensees, the irrevocable, royalty-free, sublicensable, transferable, worldwide right – but not the obligation – to use, reproduce, display, publicly perform, distribute, make derivative works of and otherwise exploit your Content or any portion thereof, in any and all media now known or hereafter devised for Licensees’ advertising, trade, promotional, or other commercial or non-commercial purposes, as well as the right to use your name, image, likeness, voice, social usernames, biographical information, quotes attributable to you, and any other protectable element of your persona (collectively, your “Persona”) in connection with any Licensee’s use of the Content in accordance with the license granted above, without further approval by or payment to you or any third party.

b. Except as otherwise described in the posted Privacy Policy or other agreement on the Website where you provide your User Content, you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned.

c. You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Website Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Website Terms and grant ZeroPrice the license below. Upon ZeroPrice’s request, you will furnish ZeroPrice with any documentation, substantiation or releases necessary to verify your compliance with these Website Terms.

d. ZeroPrice is not responsible for the substance of any User Content and such User Content does not necessarily reflect the views of ZeroPrice. We may, but are under no obligation to, monitor, edit or remove User Content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Website Terms. We may remove or refuse to post any User Content for any reason at our sole discretion.

e. You also acknowledge that the Internet may be subject to breaches of security and should be aware that submissions of User Content or other information may not be secure, and you should consider this before submitting any information to ZeroPrice.

f. You remain the owner of your User Content, but you acknowledge that ZeroPrice must have a license from you in order to accept your User Content. Accordingly, you grant to ZeroPrice an unrestricted, worldwide, irrevocable, perpetual, transferable, sublicensable, and royalty-free license (but not obligation) to host, use, copy, distribute, display, perform, modify, translate, store or otherwise exploit all or any portion of your User Content for any purpose whatsoever in all formats, on or through any media, technology or device now known or hereafter developed. You agree that we may, at any time, without restriction, edit, copy, publish, reproduce, translate, distribute, share, and otherwise use in any medium any User Content without your further permission. We are and shall be under no obligation (1) to pay compensation for any User Content; or (2) to respond to any User Content.

g. You agree that ZeroPrice is free to use any ideas or concepts contained in any User Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services, and creating informational articles, without any payment of any kind to you. You authorize ZeroPrice to publish your User Content in a searchable format that may be accessed by users of the Websites and the Internet. This may include User Content that you submit through our accounts on social media websites (e.g., Facebook, Instagram, Twitter, etc.). To the fullest extent permitted, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

h. You acknowledge that ZeroPrice may be working on or developing material similar or the same in nature to your User Content and that ZeroPrice may have received similar or the same intellectual property rights from another party. ZeroPrice owes you no obligation connected to your submissions unless you and ZeroPrice enter a written agreement to that effect. Any discussion or negotiations between you and ZeroPrice regarding your submissions does not constitute recognition of the novelty or originality of your User Content.

i. You agree that ZeroPrice has no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees’ rights to your User Content. ZeroPrice will not have any obligation to you with regard to User Content and ZeroPrice may or may not monitor, display, or accept your User Content and may delete it at any time. You are solely responsible for any User Content you submit and its accuracy. We take no responsibility and assume no liability for any User Content posted by you or any third-party.

7. USER INTERACTIONS AND DISPUTES

You are solely responsible for your interaction with other users of the Website, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.

8. ACCEPTABLE USE POLICY

When you contribute, upload or otherwise provide User Content to the Website, you agree to comply with the following rules:

User Content must be yours. All User Content must be original with you, not copied from someone else’s work, and you must have all rights in the User Content; OR all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content have given you permission to upload and distribute the User Content on the Website and elsewhere.
Don’t include anyone in your User Content without permission. If any other person is seen, depicted, heard, named, identified, or otherwise included in your User Content, you must have that person’s express written permission to submit it and will provide us with evidence of such permission upon request.
Don’t upload third-party materials. Your User Content should not contain any visible logos, phrases or trademarks or other third-party materials without permission from the owner of the materials. Do not use any User Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.
No music. Your User Content may not contain any music unless the work and performance are original to you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.
Keep it relevant. Your User Content should relate to the content on the Website.
Please follow codes of social decency. Express yourself with non-offensive individual self-expression. Be respectful of others’ opinions and comments. If you think your User Content might offend someone, chances are it probably will and it doesn’t belong on the Website. Cursing, flaming, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, gender, sexual orientation, religion, or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit.
Do not post User Content to the Website for commercial purposes. Your User Content may not advertise or promote a product or service except those provided on the Website. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
Do not upload User Content that is inappropriate or illegal. Your User Content may not promote any illegal activity. If someone could go to jail for taking action suggested by your User Content, don’t upload or post it. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.
No violence. Your User Content may not promote violence or describe how to perform a violent act.
Be honest and do not misrepresent yourself or your User Content. Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company. You may not use a false e‑mail address or otherwise mislead us or third parties as to the origin of any User Content.
Public forum. Please remember that when you are submitting User Content to a public forum, User Content that you post will be accessible and viewable by other users. Do not post personal information (e.g., full name, password, phone number, address, e-mail address or other personally identifiable information or contact information).
Don’t share other people’s personal information. Your User Content may not reveal another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.
Don’t damage the Website or anyone’s computers. User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Website or any computer system.

9. COPYRIGHT & OTHER IP COMPLAINTS

a. You may not use the Website for any purpose or in any manner that infringes the rights of any third party. ZeroPrice encourages you to report any content on Website that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on Website infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.

b. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), ZeroPrice has a designated agent for receiving notices of copyright infringement and ZeroPrice follows the notice and take down procedures of the DMCA. If you believe your work or content has been copied and posted to the Website in a way that constitutes copyright infringement, please provide our copyright agent the following written information in accordance with the Digital Millennium Copyright Act (DMCA):

An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
A description of the copyrighted work that you claim has been infringed upon;
A description of where the material that you claim is infringing is located on the Website;
A statement by you that you have a good-faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
A statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

c. If you believe that any content on the Website violates your exclusive rights other than copyrights, please provide us at least the following information: (a) your physical or electronic signature; (b) identification of the material that you claim is infringing your exclusive rights and information reasonably sufficient to permit us to locate the material; (c) an explanation of the exclusive rights that you own/have and why the you believe the content infringes those rights, sufficient for us to evaluate the complaint; and (d) accurate contact information for you. Please send your complaint regarding content on the Website to our designated agent using the contact information above.

d. We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers. It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.

10. LINKS AND THIRD-PARTY CONTENT

ZeroPrice or third parties may provide links or functionality on the Website or in communications from us to other third-party sites or content. ZeroPrice has no control over such sites or content, and therefore makes no claim or representation regarding, and expressly disclaims responsibility for, the quality, content, nature or reliability of sites or content linked to by the Website. ZeroPrice provides links to you only as a convenience, and the inclusion of any link on the Website does not imply our affiliation, endorsement, or adoption of the linked site or any information therein. If you choose to connect your information on the Website with a third-party site or feature, you consent to sharing that information and understand that your information may be publicly disclosed. Our terms and policies govern any time you visit the Website directly or indirectly through authorized third-party sites. You should review applicable terms and policies, including the privacy and data gathering practices, of any third-party sites.

11. DISCLAIMER OF WARRANTIES; WAIVER

a. To the fullest extent permitted by applicable law, the Website and the Materials contained therein are provided on an “as is” and “as available” basis without warranties or conditions of any kind, express or implied. You expressly agree that use of the Website, including all content or data distributed by or downloaded or accessed from or through the Website, is at your sole risk. ZeroPrice, and its parent companies, affiliated entities, vendors, service providers, licensors, and suppliers, and the directors, officers, employees, affiliates, agents, contractors, interns, and other representatives of each of them (collectively, “ZeroPrice Parties”) disclaim all warranties or conditions, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, durability, title, custom, trade, quiet enjoyment, non-infringement, system integration, and freedom from computer virus, as to the Website and any Materials. ZeroPrice does not represent or warrant that the Website (or Materials) are accurate, complete, uninterrupted, current, reliable or error-free; or that defects will be corrected. You agree that we may disable for indefinite periods of time or shut down the Website (or any feature thereof, including the ZeroPrice sampling program) at any time, without notice to you.

b. ZeroPrice is not responsible for typographical errors or omissions on the Website. We cannot and do not represent or warrant that the Website or its server(s) are free of viruses or other harmful components, including content that is posted by third parties.

c. By accessing or using the Website you represent and warrant that your activities are lawful in every jurisdiction where you access or use the Website.

12. LIMITATION OF LIABILITY

a. To the maximum extent permitted by applicable law, in no event will any ZeroPrice Party be liable to you or anyone else for any direct, indirect, special, incidental, consequential or punitive damages of any kind (including but not limited to loss of use, loss of profits, lost revenue, lost savings, replacement costs or loss of data or similar damages) whether in an action in contract, tort (including, but not limited to, negligence), strict liability, equity or otherwise, arising out of or in any way connected with: (i) the Website or Materials; (ii) User Content; (iii) the use of, or the inability to use, the Website or Materials; (iv) action taken in connection with an investigation by the ZeroPrice Parties or law enforcement authorities regarding your use of the Website; (v) action taken in connection with copyright or other intellectual property owners; (vi) any errors or omissions in the Website’s technical operation; (vii) any damage that results from events beyond our reasonable control, such as damages to any user’s computer, mobile device, or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction – even if foreseeable or even if the ZeroPrice Parties have been advised of or should have known of the possibility of such damages. In no event will the total liability to you by the ZeroPrice Parties for any claims, damages, losses, and causes of action exceed the amount you paid us, if any, for accessing the Website or, if you did not pay us, $10.00 USD. This limitation on damages is not intended to limit any obligation to pay prevailing party costs or fees as required by law or to limit or exclude liability for personal injury or property damage caused by the ZeroPrice Parties, or for the gross negligence, fraud, or intentional, willful, malicious, or reckless misconduct by the ZeroPrice Parties – but only to the extent that such liability cannot be limited or excluded pursuant to applicable law. This limitation on damages is also not intended to restrict any California resident’s right under applicable law (if any) to seek public injunctive relief, as otherwise in accordance with the dispute-resolution procedures set out below.

b. By accessing the Website, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and expressly waive, the benefits of Section 1542 of the Civil Code of California, and any similar law of any state or territory which provides as follows: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

13. INDEMNITY

To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the ZeroPrice Parties from and against any and all claims, damages, losses, costs, investigations, liabilities, judgments, settlements, and expenses, including (but not limited to) reasonable attorney’s fees, made by any third party, due to, arising out of, or directly or indirectly related to: (i) your breach (or anticipatory breach) of any of these Website Terms; (ii) your content and materials, including (but not limited to) User Content; (iii) your use of the Website, Materials, or participation in the ZeroPrice sampling program, other than as permitted by us; (iv) your violation of laws, rules, regulations, codes, statutes, ordinances, or orders of any governmental or quasi-governmental authorities, including, without limitation, all administrative and legislative authorities or any agreement you have with a third party; (v) information or material transmitted through your computer, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other rights of any person; (vi) any misrepresentation made by you; or (vii) the ZeroPrice Parties’ use of your content or information as permitted under these Website Terms, the Privacy Policy, or any other written agreement between you and ZeroPrice (including an Influencer Agreement, as applicable). The ZeroPrice Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of ZeroPrice.

14. GENERAL-AUDIENCE SITE

The Website and its services are not directed to, and not intended for the use of, children younger than 18 years old or the age of majority in their jurisdiction. If you are a minor, you should not contact or otherwise provide personal information to our Website.

15. CHANGES TO THESE TERMS

To the maximum extent allowed by applicable law, ZeroPrice reserves the right to change or modify any of the terms and conditions contained in these Website Terms, or any policy of the Website, from time to time at any time and in its sole discretion (“Updated Terms”). If ZeroPrice decides to change these Website Terms or a Website policy, it will post the Updated Terms on the Website and update the effective date set forth above. We may – in our discretion – also notify you of material changes via email if you have provided us with your email address. Any changes or modifications to these Website Terms will be effective upon posting of the Updated Terms (or at such later date as we may specify in the Updated Terms). Your continued use of the Website following posting of any changes or modifications (or some other act that we reasonably specify) constitutes your acceptance of the Updated Terms. You should frequently review these Website Terms and any other applicable policies, including their dates, to understand the terms and conditions that apply to your use of the Website.

16. GENERAL TERMS

If any provision of these Website Terms shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Website Terms and shall not affect the validity and enforceability of any remaining provisions. If ZeroPrice does not act after you or others breach these Website Terms, it does not waive ZeroPrice’s right to act in the future with respect to such breach or any subsequent breaches. No waiver by ZeroPrice of any of these Website Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of ZeroPrice. Neither the course of conduct between the parties nor trade practice will act to modify these Website Terms. ZeroPrice may assign its rights and duties under these Website Terms to any party at any time without any notice to you. Website Terms may not be assigned by you without ZeroPrice’s prior written consent. You agree that these Website Terms will not be construed against ZeroPrice because ZeroPrice has drafted them. If any provision of these Website Terms is held unlawful, void, or for any reason unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Website Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. Provisions of these Website Terms that would logically survive termination will survive the termination of these Website Terms, including (but not limited to) Disclaimer of Warranties, Limitation of Liability, and Indemnity.

17. CONTACT INFORMATION

If you have any questions about our Website Terms, please contact us at Support@zeroprice.com.