TERMS OF SERVICES
TERMS OF SERVICE AGREEMENT
Last Updated: [2018-01-17]
Please read this Terms of Service Agreement (these “Terms” or this “Agreement”) carefully before using the www.zelican.com website (the “Site“) or any mobile application, service, technology, software, or functionality belonging to, provided by, created by, or operated by Zelican Technologies, Inc., its employees, directors, principals, executives, affiliates, or related entities (“Zelican“, “Company“, “us“, “our“, and “we“) (collectively, the “Service“). This Agreement is
Your access to and use of the Service is conditioned upon your acceptance of and compliance with this Agreement. This Agreement applies to all visitors, users, and others who wish to access or use the Service (each a “User” and collectively, “Users”). Your subscription to the Service and/or any portion of thereof, is governed by this Agreement.
By accessing or using the Service you agree to be bound by this Agreement. If you disagree with any part of this Agreement then you do not have permission to access or utilize the Service.
Certain features, functionalities, tools, and solutions of the Service may be subject to additional guidelines, terms, or rules, which may be posted on the Service from time to time. All such additional terms, guidelines, and rules are incorporated by reference into this Agreement.
BY REGISTERING, SUBSCRIBING, OR SIGNING UP FOR ZELICAN’S SERVICE, YOU AGREE TO THE FOLLOWING TERMS OF SERVICE, WHICH CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT BETWEEN ZELICAN AND YOU (PERSONALLY AND TOGETHER WITH YOUR EMPLOYER OR AFFILIATED ENTITY AS THE CASE MAY BE (COLLECTIVELY, “YOU”)) GOVERNING YOUR USE OF THE SERVICE.
THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SERVICE. BY ACCESSING OR USING THE SERVICE, YOU ARE ACCEPTING THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT). YOU MAY NOT ACCESS OR USE THE SERVICE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THIS AGREEMENT, DO NOT ACCESS AND/OR USE THE SERVICE.
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
- ZELICAN’S PRODUCTS AND SERVICE
- Zelican develops and provides cloud-based business management software products to the legal industry for the purposes of helping licensed attorneys and legal professionals in the United States and Europe to manage and operate their legal practices, including among other things, time and billing tools and records management solutions (“Legal Practice Management Software”). To subscribe to the Service, you must execute an Order Form and/or complete the online sign-up form for Service. You are only entitled to use the Service for which you have subscribed and paid. You acknowledge and agree that we reserve the right to modify the Service (or any part thereof) from time to time and that we shall not be liable to you or to any third party for any modification of the Service.
- Expanding the Service. You may subscribe to additional services as and when such services are made available by Company, including any new value-added services made available by Company from time to time, or increase your existing subscription. Any and all new services are subject to this Agreement, as amended from time to time.
- Customer Support. Provided you have paid all fees owed by you to Zelican as consideration for your use of the Service and all other services to which you have subscribed, we will provide technical support services to you and your authorized users to whom you have provided access to the Service.
- No Legal Advice. Zelican is not licensed to practice law in any jurisdiction, and is not a party to any engagement to provide legal services, nor is Zelican involved in or party to the correspondence or conversation by, between, or among you and any co-counsel, opposing counsel, client, governmental or nongovernmental authority or organization. We do not provide legal advice and are not engaged in the practice of law or any activity that requires or gives rise to any obligation to become so licensed or registration in any jurisdiction.
- Account Creation. In order to use the Service, you must register for an account (“Account“) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. Company may suspend or terminate your subscription and/or Account in accordance with this Agreement.
- Account Responsibilities. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Company is not and will not be liable for any loss or damage arising from your failure to safeguard and protect your login or security information, or any direct or indirect failure by you to otherwise comply with the above requirements.
- No Reliance on User-Generated Content. For the avoidance of doubt, User-Generated Content posted on or through the Service, such as blog posts, articles, or videos, is provided for informational purposes only, with no assurance that such User-Generated Content is true, correct, recommended, or accurate.
- No Liability for User Interactions. Zelican may monitor communications and interactions on the Service. Any liability, loss, or damage that results directly or indirectly from any interactions among Users, clients, and/or others is solely the responsibility of you, your clients, and/or the other Users involved in and/or participating in such interactions.
- ACCESS TO THE SERVICE
- Subject to the terms and conditions of this Agreement, the Company grants you a limited, nonexclusive, and nontransferable license to the extent necessary and required to access, explore, and otherwise use this Service.
- Fees & Payment. The Service is made available to you and other Users on a monthly or annual basis. All listed prices are denominated in and must be paid in U.S. Dollars. The Service is licensed and not sold. Your Account or subscriptions to the Service (“Subscription”) is subject to suspension and/or termination for nonpayment or inactivity and may only be reactivated at Company’s discretion and by submitting valid credit or debit card information. We do not accept any responsibility for any loss of access to or use of the Service or your data or other information or content provided or stored by the Service during the suspension period.
- Certain Restrictions. The rights granted to you in this Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Service, whether in whole or in part, or any content displayed on the Service; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Service; (c) you shall not access the Service in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Service shall be subject to this Agreement. All copyright and other proprietary notices on the Service (or on any content displayed on the Service) must be retained on all copies thereof.
- Company reserves the right, at any time, to modify, suspend, or discontinue the Service (in whole or in part) with or without notice to you. You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Service or any part thereof.
- Excluding any User Content that you may provide, you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Service and its content are owned by Company or Company’s suppliers as the case may be. Neither this Agreement, nor your access to the Service, shall be deemed to transfer to you or any third party any rights, title, or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in this Agreement. Company and its suppliers reserve all rights not granted in this Agreement. No implied licenses are granted under this Agreement.
- USER CONTENT
- User Content. “User Content” means any and all information and content that a User submits to, or uses with, the Service (e.g., content in the User’s profile or postings or data files). You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section 4b). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.
- Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy“:
- You agree not to use the Service to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- In addition, you agree not to: (i) upload, transmit, or distribute to or through the Service any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Service unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Service to harvest, collect, gather or assemble information or data regarding other Users, including email addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Service, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Service (or to other computer systems or networks connected to or used together with the Service), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Service; or (vi) use software or automated agents or scripts to produce multiple accounts on the Service, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Service (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Service for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
- Company reserves the right, but has no obligation, to review any User Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of this Agreement or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 9, and/or reporting you to law enforcement authorities.
- If you provide Company with any feedback or suggestions regarding the Service (“Feedback“), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. Company will treat any Feedback you provide to Company as non-confidential and nonproprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
You agree to indemnify and hold harmless Company and its officers, employees, and agents, including without limitation any costs or legal fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Service, (b) your violation of this Agreement, (c) your violation of applicable laws or regulations, or (d) your User Content. Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without the prior written consent of Company. Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
- THIRD-PARTY LINKS & ADS; OTHER USERS
- Third-Party Links & Ads. The Service may contain links to third-party websites and services, and/or display advertisements for third parties (collectively, “Third-Party Links & Ads“). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. To the extent that Company may provide access to Third-Party Links & Ads, Company provides access to such Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to any such Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any Third-Party Links & Ads, the applicable third party’s terms and policies apply to your use thereof, including such third party’s privacy, Terms, and data gathering practices. You are solely responsible for conducting the research and investigation that you deem necessary and appropriate prior to using such Third-Party Links & Ads and prior to proceeding with any transaction in connection with such Third-Party Links & Ads.
- Other Users. Each User of the Service is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content whether created, provided, posted, linked, or otherwise made available by you or any other User, whether provided by you or by others. We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other users of the Service are solely between you and such users. You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any User of the Service, we are not involved and are under no obligation to become involved in the resolution, settlement, or adjudication thereof.
- You hereby release and forever discharge the Company from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature including without limitation personal injuries, death, and property damage, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service including without limitation any interactions with, or act or omission of, other users of the Service or any Third-Party Links & Ads. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
THE SERVICE IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NONINFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY DAYS FROM THE DATE OF FIRST USE. THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU IF YOU RESIDE IN A STATE THAT DOES NOT ALLOW DISCLAIMERS OF IMPLIED WARRANTIES.
- LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS (U.S. $50). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THIS AGREEMENT.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
- TERM & TERMINATION
- The term of this Agreement may vary depending on the services to which you have elected to subscribe. The term will not be less than one (1) month, and will commence on the Effective Date (the “Initial Term”), and will be automatically renewed for successive terms of the same period of time (each a “Renewal Term”) unless we discontinue the Service or you provide us with notice of non-renewal at least thirty days prior to the expiration of the then-current term. You can send us your notice of non-renewal to firstname.lastname@example.org or at Zelican Technologies, Inc 103 Carnegie Center Drive, Suite #201 Princeton, NJ 08540 (844) 793-5426.
- Either party may terminate any subscription to the Service (i) if the other party breaches any of its obligations under this Agreement of Service and such breach is not cured within thirty days of receipt of notice from the non-breaching party or (ii) if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business. Notwithstanding the foregoing, Company may terminate the Agreement immediately in the event of your material breach, as determined by Company in its sole discretion, of this Agreement of Service. Upon a termination of the Agreement, you will immediately discontinue all use of the Service, cease to represent in any form that you are a user of the Service. Neither party shall be liable for any damages resulting from a valid termination of any subscription(s) to Service as provided for herein; provided, however, that termination shall not affect any claim arising prior thereto.
- Handling of Your Data in the Event of Termination. You acknowledge and agree that following expiration or termination of any of your subscriptions to the Service, we may immediately deactivate the affected services and that, following a reasonable period of not less than ninety days, we may delete your account and data. However, in the event that the Service or any portion(s) thereof, is terminated by us, we will grant you temporary, limited access to the Service, not to exceed thirty days, for the sole purpose of permitting you to retrieve your proprietary data, provided that you have paid in full all good faith undisputed amounts owed to us. You further agree that we shall not be liable to you or to any third party for any termination of your access to the Service or deletion of your data, provided that we are in compliance with the terms of this Section.
- COPYRIGHT POLICY
Company respects the intellectual property of others and asks that users of our Service do the same. In connection with our Service, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Service who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of our Service, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Company:
- your physical or electronic signature;
- identification of the copyrighted work(s) that you claim to have been infringed;
- identification of the material on our Service that you claim is infringing and that you request us to remove;
- sufficient information to permit us to locate such material;
- your address, telephone number, and email address;
- a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.
- CLIENT DATA
- Client Data. You agree and acknowledge that you are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of any and all of data, documentation, information, and materials that you add, upload, utilize, interact with, or otherwise access on or through the Service, which concerns or relates to any client of you or your firm (“Client Data”) and you agree that any support provided by us in providing the Service is not and will not be construed as a validation or confirmation of the accuracy, quality, integrity, legality, reliability, or appropriateness of any of Client Data. Zelican is not and will not be responsible or liable for: (i) the deletion, correction, destruction, and/or damage, to any Client Data; or (ii) Your or any User’s collection, use, storage, cross-border transfer, or disclosure of Client Data.
- This Agreement is subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an email to the last email address you provided to us (if any), and/or by prominently posting notice of the changes on our Service. You are responsible for providing us with your most current email address. In the event that the last email address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the email containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to this Agreement will be effective upon the earlier of thirty calendar days following our dispatch of an email notice to you (if applicable) or thirty calendar days following our posting of notice of the changes on our Service. These changes will be effective immediately for new users of our Service. Continued use of our Service following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- Dispute Resolution. Please read this Arbitration Agreement carefully. It is part of your contract with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
- Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by the Company that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
- Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to the Company should be sent to: Zelican Technologies, Inc. 103 Carnegie Center Drive, Suite #201, Princeton, NJ 08540. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules (“Arbitration Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that the Company made to you prior to the initiation of arbitration, the Company will pay you the greater of the award or $2,500.00. Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR Provider.
- Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Time Limits. If you or the Company pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any nonmonetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
- Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
- Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
- Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
- Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Company.
- Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
- Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
- Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
- Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Travis County, Texas, for such purpose
- the Service may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
- Consumer Complaints (California Customers). If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
- Electronic Communications. The communications between you and Company use electronic means, whether you use the Service or send us emails, or whether Company posts notices on the Service or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hard copy writing. The foregoing does not affect your non-waivable rights.
- Third Party Rights. The provisions contained herein pertaining to disclaimers, exclusion of warranty, limitation of liability, and indemnification are for the benefit of Zelican and its officers, directors, employees, agents, representatives, affiliates, third party providers, and partners. Each of these parties shall have privity of contract with respect to such terms to the extent necessary to assert and enforce these provisions directly against you on its own behalf.
- Entire Terms. This Agreement constitutes the entire agreement between you and us regarding the use of the Service. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. For the avoidance of doubt, the relationship between any User and Company is that of an independent contractor, and neither party is an agent or partner of the other. The relationship between Zelican and each User will be that of independent contractor, and neither of us nor any of our respective officers, agents or employees will be deemed, held, or construed to be partners, joint venturers, fiduciaries, employees, or agents of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.
- Headings. The headings used in this Agreement are included for convenience only and shall not limit or otherwise affect the terms and conditions herein, nor the shall they limit, influence, or otherwise affect the interpretation of the terms and conditions contained herein.
- The terms and conditions contained herein shall be deemed severable. In the event that any provision is determined to be unenforceable or invalid, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.
- Copyright/Trademark Information. Copyright © 2017 Zelican Technologies, Inc. All rights reserved. All trademarks, logos and service marks (“Marks“) displayed on the Service are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
- You acknowledge and understand that Company’s prices, fees, and other charges do not include any taxes which may be applicable to your purchase and or use of the Service. For the avoidance of doubt, the term “Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, Value-Added Tax (“VAT”), Goods and Services Tax (“GST”), use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You agree to bear and be responsible for all such Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Company receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Company shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, “VAT”) chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to Company your VAT identification number(s) attributed by (i) the country where you have established your business, and/or (ii) any other country where you have established a fixed establishment, to which the services under this Agreement are provided. Company shall consider the services under this Agreement to be for your business use and provided to the location(s) of you in accordance with the provided VAT identification number(s). You shall comply with all applicable tax laws and regulations, and you shall provide Company all necessary assistance to facilitate the recovery or refund of any VAT paid by Company in relation to the Service to the respective government or authority. You hereby agree to indemnify Company for any Taxes and related costs paid or payable by Company attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Company for all costs and damages related to any liability incurred by Company as a result of your noncompliance or delay with its responsibilities herein. Your obligation under this Section shall survive any termination or expiration of this Agreement.
- Contact Information:
Zelican Technologies, Inc.
103 Carnegie Center Drive, Suite #201
Princeton, NJ 08540