Ztail User agreement
Welcome to the Thintail, Inc. website, Ztail.com (the "Site"). This user agreement specifies the terms and conditions under which Thintail, Inc. agrees to provide you with access to the Site. If you want to access the Site to create and publish listings to third party sites (including but not limited to eBay) or your own social media (including but not limited to blogs, social network sites and email), centralize access to online marketplaces or other external websites ("Marketplaces"), track your sales promotions or use the other services we provide (collectively, "Services") you must accept this user agreement ("Agreement") in its entirety, including all of its terms and conditions.
We may amend this Agreement at any time by posting the amended terms and conditions on the Site. Unless otherwise indicated, all amended terms shall automatically be effective seven (7) days after they are initially posted on the Site, and your continued use of our Services indicates your acceptance of the amended terms. You are responsible for reviewing and becoming familiar with any changes.
1. Eligibility; Registration
1.1 Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. The Services are not available to parties whose use of the Services has been suspended or terminated.
1.2 To use the Services, you must signup on behalf of yourself or the corporation, partnership or other legal entity that will be using the Services. By accepting this Agreement, you represent that (a) you are thirteen (13) or older and, if applicable, (b) you are authorized to sign for and bind the corporation, partnership or other legal entity that will be using the Services.
2. Passwords and Security
You shall at all times maintain the confidentiality of your user names and passwords. If you are a corporation, partnership or other legal entity, you may allow employees to use user names and passwords, provided that you are responsible for all activity and all charges by such employees. Permitting use of the Services by a third party is prohibited and is a violation of this Agreement. If there is a breach of security through your account, you must immediately change your password and also notify us at Email Ztail. You will be liable for any unauthorized use of the Services until you notify us of the security breach.
3. Fees and Payment Terms
3.1 There are currently no fees for use of Ztail’s Service. Any fees with third party partner or affiliated sites (such as eBay listing fees, final value fees or blog subscription fees) are independent of any actions taken with Ztail and should be handled with those respective third parties. Changes to fees and payment terms are effective immediately unless otherwise indicated, and it is your responsibility to check for any changes.
4. User Conduct
4.1 You agree to comply with all applicable laws, statutes, ordinances and regulations related to use of the Services. You may not use our Services engage in fraud or other illegal activity, or to infringe the intellectual property rights of others.
4.2 You agree to comply with the terms and conditions of all agreements you have with third parties, including providers of Marketplaces and Social Network or Media sites, as such terms and conditions relate to use of the Services including, without limitation, terms and conditions related to types of items that may be sold or restrictions on concurrent sales.
4.3 You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction facilitated via the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or limits our ability to provide the Services. You agree that you will not use any robot, spider, or other automatic device or routine to access or interface with the Site.
5. Your Stuff
5.1 "Your Stuff" is defined as any information, data, text, graphics, photographs, images or other materials you provide (directly or indirectly) to us or other users of the Services. For example, Your Stuff include information you submit to Marketplaces that we obtain via the Services (such as, Marketplace email addresses, user ids and passwords). You are solely responsible for Your Stuff, and we act as a passive means for your online storage, distribution and publication of Your Stuff.
5.2 Your Stuff (or any items included therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, deceptive practices, or securities transactions); (e) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene, contain child pornography; and (g) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (h) shall not violate the terms and conditions of any agreements you have with third parties, including providers of Marketplaces, as such terms and conditions relate to your use of the Services; (i) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information.
5.3 By entering into this Agreement and providing Your Stuff to Ztail, you grant Ztail a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right (including a waiver of any applicable moral rights) to exercise the copyright and publicity rights you have in Your Stuff, in any existing or future media now known or not currently known, solely for purposes related to providing the Services ("License"). You represent and warrant that you have the authority to grant the License and that the holder of any intellectual property or other proprietary rights in Your Stuff has licensed, assigned or waived such holder’s rights to the extent necessary to grant the License.
5.4 Any communications or materials you transmit to Ztail by electronic mail or otherwise or post in a public area of the Site may be used by us or our affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, we, and our affiliates, are free to use any ideas, concepts, know-how or techniques contained in any such communication for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information.
5.5 By using the Services, you authorize Ztail to access Third-Party Marketplaces with which you have usage agreements, on your behalf, to retrieve and post information and materials necessary to provide the Services to you, and you hereby appoint Ztail as your agent for this limited purpose. You hereby permit Ztail to use such retrieved information and materials to accomplish the foregoing on your behalf. You hereby acknowledge that our Services may or may not provide all the information and functionality that you could obtain directly from the Marketplaces.
5.6 Ztail reserves the right to access, monitor, remove, or disable access to any of Your Stuff at any time in its sole discretion.
6. Ztail and Third-Party Intellectual Property
6.1 Other than Your Stuff, all content included or available on the Site, such as advertisements, text, graphics, logos, button icons, images, audio clips and software, is the property of Ztail and/or third parties and is protected by copyrights, trademarks or other intellectual and proprietary rights. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of Ztail and/or its licensors, suppliers and distributors and is protected by copyrights or other intellectual and proprietary rights. All software used on the Site is the property of Ztail and/or its software suppliers or distributors and is protected by copyrights, patents or other intellectual and proprietary rights.
6.2 Subject to the terms and conditions of this Agreement, Ztail grants a limited license to you to make personal use of the Site and the Services only for their intended purposes. This license expressly excludes any resale of the Site and the Services, making any derivative of the Site or the Services, the collection and use of other users’ email addresses or other materials (for example, advertisements), or any data extraction or data mining whatsoever, except with the express consent of the owner of such materials. You may not repost or otherwise reuse advertisements that you create using the Services other than through the Site.
6.3 Ztail retains all right, title, and interest in and to its trademarks, service marks and trade names worldwide (collectively, the "Marks"). You shall only use Ztail’s Marks with the express permission of Ztail and then only in the manner authorized. Under no circumstances may you alter, modify, or change Ztail’s Marks.
7. Suspension and Termination
Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to the Site and Services if you breach any of the terms of this Agreement or if you take any actions that, in our sole judgment, may cause legal liability for or claims against you, our users, or us. In the event Ztail suspends or terminates your access to the Site or Services, you acknowledge that you may be denied any further access to Your Stuff.
8. Privacy
Ztail is committed to protecting your privacy and we will only use and disclose Your Stuff in accordance with our then current Privacy Policy which is incorporated herein by reference.
9. General Release
9.1 BECAUSE ZTAIL IS NOT INVOLVED IN DEALINGS BETWEEN OUR USERS OR BETWEEN OUR USERS AND MARKETPLACE USERS, IF A DISPUTE ARISES BETWEEN YOU AND ANOTHER PARTY, YOU RELEASE ZTAIL (AND ITS AGENTS AND EMPLOYEES, SUPPLIERS AND DISTRIBUTORS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
9.2 YOU ACKNOWLEDGE AND AGREE THAT ZTAIL IS NOT RESPONSIBLE FOR THE AVAILABILITY OF MARKETPLACES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY SERVICES, CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH MARKETPLACES. YOU AGREE THAT ZTAIL SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH SERVICES, CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS.
9.3 YOU ACKNOWLEDGE AND AGREE THAT ZTAIL DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR INFORMATION PROVIDED BY OTHER USERS WHICH IS MADE AVAILABLE ON THE SITE. YOU MAY FIND OTHER USER’S INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU AGREE THAT ZTAIL SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH INFORMATION.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL ZTAIL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, CONTENT, FILES, PROFIT OR GOODWILL, OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
11. Indemnity
You hereby agree to, at your own expense, indemnity, defend and hold Ztail and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to the Site; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against Ztail arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use, or Ztail’s provision, of the Services or use of your account by any third party. Ztail will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on Ztail’s behalf without the prior written consent of Ztail.
12. Notices
When appropriate, Ztail shall provide notice to you via email to the email address you provide in your registration information. Such notice shall be deemed given 24 hours after it is sent, or earlier if actually received by you earlier. You shall provide notice to Ztail via email to Email Ztail.
13. Termination
Notwithstanding the notice provision above, you may terminate this Agreement at any time by. Discontinued use of your account for a twelve (12) month period constitutes termination and as such, all account information contained therein will no longer be accessible.
14. General
This Agreement is not assignable, transferable or sublicensable by you without Ztail’s prior written consent, and any such conveyance shall be null and void. Ztail may assign this Agreement in whole or in part. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the California State and U.S. federal courts having within their jurisdiction the location of Ztail’s principal place of business. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree and acknowledge that you are not entering into this agreement in reliance on any statements or representations other than those set forth herein. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement shall control.