ZVerse Terms and Conditions
Terms and Conditions
WEB SITE OWNERSHIP
This Web site is owned and operated by 3D Print Holdings, LLC, located at 1301 Gervais St., Suite 200, Columbia, SC 29201, which is referred to below as "ZVerse", "we", "us", "our" or "Company".
You agree that:
- you will only access or use this Web site and transact business with us if you are at least 18 years old;
- interferes with or induces a breach of the contractual relationships between ZVerse and its employees;
- is any way unlawful or prohibited, or that is harmful or destructive to anyone or their property;
- transmits any advertisements, solicitations, schemes, spam, flooding, or other unsolicited e-mail, unsolicited commercial communications;
- transmits any harmful or disabling computer codes or viruses;
- interferes with our network services;
- attempts to gain unauthorized access to our network services;
- impairs or limits our ability to operate this Web site or any other person's ability to access and use this Web site; and/or
- uses any methods, means or devices to click on to this Web site or cause a visit to this Web site for purposes of manipulating the results of any Internet search engine, or for any other purpose other than conducting real estate related business with ZVerse.
- unlawfully impersonates or otherwise misrepresents your affiliation with any person or entity;
- harms minors in any way, including, but not limited to, uploading content that violates child pornography laws, child sexual exploitation laws and laws prohibiting the depiction of minors engaged in sexual conduct;
- uploads pornographic, violent, obscene, sexually explicit, discriminatory, hateful, threatening, abusive, defamatory, offensive, harassing, or otherwise objectionable content or images;
- harms, threatens, harasses, abuses or intimidates another person in any way or involves images or content that depicts, promotes, encourages, indicates, advocates or tends to incite the commission of a crime or other unlawful activities;
- dilutes or depreciates the name and reputation of the ZVerse or any of its affiliates;
- uploads any content or images that infringes any third party's intellectual property rights or infringes any third party's right of privacy; or
- unlawfully uploads any confidential, proprietary or trade secret information.
ZVerse reserves the right at all times, in its sole discretion and without notice to you, to deny your access to and use of this Web site. You agree that you may not use or attempt to use any part of this Web site to represent that you have any (express or implied) affiliation with ZVerse or broker relationship with ZVerse without the express written permission of ZVerse. You may not use this Web site to transmit unsolicited e-mail to this site or to anyone whose e-mail address is included under the domain name of this Web site.
You agree and acknowledge that you have the sole responsibility and liability for your use of this Web site and for providing or obtaining, and for maintaining, all of the hardware, software, electrical power, telecommunications, Internet services, and other products or services necessary or desirable for you to access and use this Web site.
The ZVerse marks appearing on this Web site including, but not limited to ZVerse™, and the respective logos, emblems, slogans and designs are trademarks and/or service marks of 3D Print Holdings, LLC. All other marks used on this Web site are the property of their respective owners.
Web Page Content: You acknowledge and agree that:
- all source code, calculations, products, materials, data, information, text, screens, functionality, services, design, layout, screen interfaces, the "look and feel", and the operation of this Web site (collectively "Web Page Content") are protected by various intellectual property laws, including, but not limited to, copyrights, patents, trade secrets, trademarks, and service marks; and
- all rights associated with the Web Page Content are owned by ZVerse, its licensors, or content providers. Furthermore, you acknowledge and agree that you do not acquire any ownership rights by downloading or viewing any Web Page Content. You further acknowledge and agree that you will not in any way copy, reproduce, publish, create derivative works from, perform, upload, post, distribute, transfer, transmit, modify, adapt, reverse engineer, frame in any webpage, or alter the appearance of any Web Page Content. You may not use Web Page Content, domain names (in whole or in part), or e-mail addresses related to or derived from this Web site, nor any data, trademarks, functionality, service marks, trade names, brand names and/or logos contained within or derived from this Web site, for any purpose; meaning that you may not, among other prohibited uses, use any Web Page Content, domain names, e-mail addresses, data, trademarks, service marks, trade names, brand names and/or logos on or derived from this Web site:
- in or as any meta-tag or hidden text;
- in or as part of any contextual marketing directory, index, or triggering term;
- as content or advertising related to any other Web site including, but not limited to, comparative/informational Web sites; and/or
- as a variable or data element in any algorithm that causes another Internet browser to appear on, over, or at the same time as the Company's Web site or controls the content of any other Internet browser window.
DIGITAL MILLENNIUM COPYRIGHT ACT
The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any material used or displayed on this Web site infringes your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material; (d) the name, address, telephone number and email address (if available) of the complaining party; (e) a statement that the complaining party has 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 (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.copyright.gov/) for details. DMCA notices and counter-notices should be sent to:3D Print Holdings, LLC
Attn: Legal Dept.
MAKE YOUR OWN PRODUCTS
We offer the ZVerse™ Make Your Own™ products through this Web site for personal use. By using this service you represent and warrant that (i) you lawfully own or otherwise lawfully possess all necessary rights with respect to your image submission, (ii) your image submission does not and will not infringe or otherwise violate any intellectual property or privacy right of any third party, (iii) you have obtained written consent or permission to use the images and likenesses of every identifiable individual who appears in your image submission, and (iv) you are not using this service for any unlawful purpose.
Image submissions containing minors, under the age of eighteen (18), must have written consent from such individual's parent or legal guardian. ZVerse does not assume responsibility to verify the age of individuals contained in your image submission. However, ZVerse reserves the right to request supporting information to verify the age of any individual and to request a written consent for every identifiable individual who appears in your image submission.
By uploading your image submission, you hereby grant ZVerse and its affiliates and assigns a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, publicly display, reproduce and distribute your image submission in any format.
CONTENT PARTNER PROGRAM
We offer the ZVerse™ Content Partner Program through this Web site to enable the monetization of the 3D versions of certain marketable images through ZVerse’s marketing channels in exchange for a share of the revenue generated through these activities (“Revenue Share”). For more information contact the ZVerse Content Partner Program at firstname.lastname@example.org. By using this program and in consideration for the Revenue Share, you represent and warrant that (i) you lawfully own or otherwise lawfully possess all necessary rights with respect to your image submission, (ii) your image submission does not and will not infringe or otherwise violate any intellectual property or privacy right of any third party, (iii) you have obtained written consent or permission to use the images and likenesses of every identifiable individual who appears in your image submission, (iv) you are not using this service for any unlawful purpose and (v) you hereby grant ZVerse and its affiliates and assigns a non-exclusive, fully paid and royalty-free, worldwide, limited license to use, modify, publicly display, reproduce and distribute your image submission in order to market the image in 3D format.
ZVERSE AFFILIATE PROGRAM
We offer the ZVerse™ Affiliate Program (“Program”) through which approved affiliates (“Publishers”) operating their own Sites are granted a revocable, limited and non-exclusive right to:
- lawfully advertise and promote ZVerse products and the ZVerse Site solely in a manner approved by ZVerse;
- lawfully post an approved graphical or textual Internet hyper-link ("Link") to the ZVerse Site (“Site”); and
- lawfully direct visitors from the Publisher's Site to a designated by ZVerse and which is part of the Site.
The ZVerse Affiliate Agreement is set forth as Apendix A to these Terms and Conditions and shall fully govern your participation in the Program.
You understand and acknowledge that ZVerse controls and operates this Web site from within the United States of America. This Web site provides information regarding services and products that are made available in the United States only. We make no representation that the services or products about which information may be provided on this Web site will be available (a) anywhere outside of the United States or (b) in every state within the United States. You acknowledge and agree that you are responsible for compliance with all federal, state and local laws applicable to your access to and use of this Web site.
USER IDs AND PASSWORDS
Certain areas or features of this Web site may be restricted to users who have obtained a user identification and password by completing a registration process described on this Web site. Please be sure to protect and maintain the confidentiality of any user identification, password or other identifying information you may obtain in connection with your use of this Web site. You agree to notify ZVerse immediately if you believe your user i.d., password or other identifying information has been lost, stolen or otherwise compromised. You also acknowledge and agree that you are solely responsible for all damages or claims that may arise from any access to or use of this Web site by any person to whom you have provided your user identification, password or other identifying information, or by any person who has obtained such information from you, including, but not limited to, any access to or use of this Web site that may occur after you have notified us that your user identification, password or other identifying information has been lost, stolen or otherwise compromised.
THE INTERNET AS AN OPEN NETWORK
While certain designated parts of this Web site employ technologies to secure your data and the transmissions between you and ZVerse, the Internet is an open system and we cannot provide absolute assurances that transmissions cannot be intercepted/decrypted by others.
PRIVACY AND SECURITY
Mandatory and Optional Information: We identify what information is required to fulfill your request. If you chose not to provide mandatory information, we will not be able to provide you the service you are requesting.
Contests, Sweepstakes, and Surveys: From time to time, we may offer you the option to participate in contests, sweepstakes, or surveys. If you would like to participate, we may ask you for contact information, preferences or other information. This information may be used to conduct research, improve our offerings, or contact you regarding the Affiliate Family products or services. Our contests or sweepstakes may have separate rules and we will identify how the information that you supply will be used in each case.
Service Providers: In some cases, we will employ or use service providers such as consultants, temporary workers, third party software developers, to complete a business process or provide a service on our behalf. For example, we may use service providers to enhance our Web site technology, deliver products, or to send e-mails. When we employ service providers, we may need to share your personally identifiable information. Service providers are strictly prohibited from using your personally identifiable information for purposes other than to act on our behalf.
Service Alerts and Critical Notices: Although we respect and honor the privacy preferences you have expressed, we may need to contact you to inform you of specific changes that may impact your ability to use this service or for other critical non-marketing purposes, such as bug alerts. We may also contact you to respond to your specific requests, to clarify the order information you provided to us, or to notify you of upcoming subscription expiration dates.
Change of Control: Your personally identifiable information may be transferred in connection with a sale, merger, transfer, exchange or other disposition (whether of assets, stock or otherwise) of all or a portion of ZVerse. You will have the opportunity to opt out of further secondary use of your information following any change of control.
Legal Disclosures: In some cases we may disclose certain information to comply with a legal process, such as a court order, subpoena, search warrant, or law enforcement request.
Cookies: A "cookie" is a small piece of information that our web site may provide to your browser while you are at our sites. The ZVerse Web site supplies your browser with cookies that contain a unique identifier used to better understand web site usage in the aggregate and on an individual level so we know what areas of our site users prefer (e.g., based on the number of visits to those areas). This is done through a tracking utility that allows us, for example, to reconstruct activity from a session or by a user, for troubleshooting and issue resolution purposes. ZVerse may also employ service providers to help us collect and understand our web site usage data.
Additionally, ZVerse service providers that serve ads on affiliate and/or advertiser web sites may assign different cookies and small graphical images called single-pixel GIFs or web beacons, to your browser to track the effectiveness of ZVerse advertising on other web sites and your involvement with ZVerse. The ZVerse Web site also sets a temporary cookie that contains a unique, anonymous identifier that is provided to the service provider to ensure that each referral is only counted once. This cookie is not linked to a customer's personal information. The cookies and web beacons are necessary to ensure that affiliate program members are appropriately credited for their referrals. Service providers report data in the aggregate and do not link it to individual customer information. ZVerse may also employ service providers who may assign cookies or web beacons to your browser to assist us in collecting web site usage data such as your IP address, session ID, URL and demographic information such as your zip code. The collection of data may include personally identifiable information. If you simply want to browse, you do not have to accept cookies from our site. Should you decide, however, that you would like to register and sign in to special areas of the web site and you have modified your browser settings not to accept cookies, you will need to re-set your browser to accept the cookies that we send. Otherwise, you won't be able to participate in certain areas of the web site. Most browsers are defaulted to accept and maintain cookies.
Web Site Usage Data: Our web site tracks usage data, including, for example, your IP address, your browser type and version, which pages you view, which page, if any, linked you to our site, and which link, if any, you follow off of our site. We use this data in the aggregate and on an individual level to better understand web site activity to improve our site offerings, to reconstruct activity from a session or by a user, for troubleshooting and issue resolution purposes. We may also use this data to provide you a more personalized web site experience, assistance with technical support questions, and to send you special offers, product and service updates, or other promotional materials that are relevant and tailored to your interests. If you do not want to receive these offers or promotions, simply indicate your contact preferences during the registration process, within any future communications or by sending an e-mail to info@ZVerse.com.
COPPA. Our web site is not designed to appeal to children under the age of 13. Therefore, we don't knowingly attempt to solicit or receive any information from children.
YOUR CALIFORNIA PRIVACY RIGHTS
California Civil Code § 1798.83 permits our visitors who are California residents to request certain information regarding their disclosure of personal information to third parties for their direct marketing purposes. To make such a request, please send an e-mail to info@ZVerse.com or write us:
3D Print Holdings,
LLC. Attn: Legal Dept.
If you wish to purchase any products or services through this Web site, we will ask you to supply billing and shipping information applicable to your purchase. All information that you provide to us or our third party payment processor must be lawful, accurate, current and complete. You agree to pay all charges and applicable taxes that you incur at the prices in effect when you place your order. Verification of your billing or shipping information may be required prior to our acceptance of your order. Descriptions, images, specifications, pricing and availability of any products or services are subject to change without notice. We reserve the right, with or without prior notice, to limit the available quantity of or to discontinue any product or service. We also reserve the right to impose conditions on any coupon or promotional code and to refuse any order in our sole discretion. We reserve the right to ship partial orders (at no additional cost to you), and the portion of any order that is partially shipped may be charged at the time of shipment.
RETURNS AND PRODUCT WARRANTY
If your ZVerse™ product arrives damaged or if the product is defective you can return it within 30 days of the delivery date and we will refund you for the damaged or defective item or replace it at our discretion.
In either of the above return instances, if you ordered more than one ZVerse™ as part of a packaged deal (2 for $x, buy 1 get 1 free, etc.), you must return the entire order to receive a full refund. We will not accept partial returns on discounted orders.
We do not accept returns on gift cards.
Gift cards are not redeemable for cash.
If you purchased your ZVerse™ product using both a Gift Card and another form of payment, we will first credit or replace the Gift Card with the amount originally deducted from it and then credit your other form of payment for the balance.
For more information regarding our return policy:
- Call our customer service team at 1-______________.
- Have your ZVerse order number at hand.
- All returns must have an authorization number. We will not process your return without one.
- Place your ZVerse™ in the package it was shipped in and clearly mark the Return Authorization number on the outside of the package.
- We highly recommend using a traceable shipping service when returning your package to our warehouse.
UNLESS OTHERWISE STATED IN WRITING, THE CONTENT, SERVICES, CALCULATIONS, INFORMATION, PRODUCTS AND MATERIALS ON OR AVAILABLE THROUGH THIS WEB SITE ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, ZVERSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE CONTENT, SERVICES, CALCULATIONS, INFORMATION, PRODUCTS AND MATERIALS ON OR AVAILABLE THROUGH THIS WEB SITE COULD INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND COULD BECOME INACCURATE BECAUSE OF DEVELOPMENTS OCCURRING AFTER THEIR RESPECTIVE DATES OF PREPARATION OR PUBLICATION. ZVERSE HAS NO OBLIGATION TO MAINTAIN THE CURRENCY OR ACCURACY OF ANY CONTENT, SERVICES, CALCULATIONS, INFORMATION, PRODUCTS OR MATERIALS ON OR AVAILABLE THROUGH THIS WEB SITE. YOU ACKNOWLEDGE AND AGREE THAT ZVERSE IS NOT, AND SHALL NOT BE, RESPONSIBLE FOR THE RESULTS OF ANY DEFECTS THAT MAY EXIST IN THIS WEB SITE OR ITS OPERATION. AS TO THE OPERATION OF THIS WEB SITE, ZVERSE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZVERSE MAKES NO REPRESENTATION OR WARRANTY THAT (A) THE OPERATION OF THIS WEB SITE WILL MEET YOUR OR ANY OTHER USER'S REQUIREMENTS; (B) ACCESS TO THE WEB SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; OR (C) ANY DEFECTS IN THIS WEB SITE WILL BE CORRECTED. YOU AGREE THAT YOU, AND NOT ZVERSE, WILL BEAR THE ENTIRE COST OF ALL SERVICING, REPAIR, CORRECTION OR RESTORATION THAT MAY BE NECESSARY FOR YOUR DATA, SOFTWARE PROGRAMS OR COMPUTER EQUIPMENT BECAUSE OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF USING OR VISITING THIS WEB SITE.
LIMITATION OF LIABILITY
YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL ZVERSE BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DAMAGES OR INJURY, INCLUDING ANY DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES OR INJURY CAUSED BY ERROR, INACCURACY, OMISSION, INTERRUPTION, DEFECT, FAILURE OF PERFORMANCE, DELAY IN OPERATION OR TRANSMISSION, TELECOMMUNICATIONS FAILURE OR COMPUTER VIRUS OR OTHER PROBLEM, THAT MAY RESULT FROM THE USE OF, OR THE INABILITY TO USE, THIS WEB SITE OR THE CONTENT, SERVICES, CALCULATIONS, INFORMATION, PRODUCTS OR MATERIALS ON OR AVAILABLE THROUGH THIS WEB SITE, WHETHER IN AN ACTION ALLEGING BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER CAUSE OF ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF ANY CONTENT, SERVICES, CALCULATIONS, INFORMATION, PRODUCTS OR MATERIALS ON OR AVAILABLE THROUGH THIS WEB SITE. YOU AGREE THAT ZVERSE SHALL NOT BE LIABLE EVEN IF WE OR OUR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. HOWEVER, IN NO EVENT SHALL ZVERSE'S TOTAL LIABILITY TO YOU FOR DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, IN ACCESSING OR USING THIS WEB SITE.
Permission to Be Contacted: By submitting information to ZVerse through the Web site or otherwise, you are making an inquiry as to ZVerse's programs and services and give ZVerse and its affiliates permission to contact you through e-mail, fax, or telephone, or any means, even if your phone number is on a "Do Not Call" list. Permission to Share Your Information: When you "submit" information through the ZVerse Web site or otherwise, ZVerse may send your information to its affiliates. If you do not want your information shared with ZVerse affiliates, you should send an opt-out e-mail to optout@ZVerse.com or visit our Web site at www.zverse.com/unsubscribe.
Agreement to Provide Accurate Information: In making an inquiry, placing an order or in entering into any other transaction or request for information on this Web site, you agree to provide accurate, true, current, and complete information upon which ZVerse may rely.
Your Cooperation Needed: ZVerse generally begins processing your order shortly after submission. If you submit an order, you agree to cooperate as needed and notify ZVerse of any changes in any information submitted in connection with your order.
Reasonable Efforts: ZVerse will make commercially reasonable efforts to avoid delays and ship your order promptly, however, ZVerse is not responsible for delays outside of its control (e.g. credit card delays, shipping delays, acts of God, labor disputes, acts of government, natural disasters, or other matters beyond ZVerse's reasonable control.)
Copyright 2013 3D Print Holdings, LLC. All rights reserved.
ZVERSE AFFILIATE AGREEMENT
We offer the ZVerse™ Affiliate Program (“Program”) through which approved affiliates (“Publishers” or “You”) operating their own webites are granted a revocable, limited and non-exclusive right to:
- lawfully advertise and promote ZVerse products and the ZVerse webite solely in a manner approved by ZVerse;
- lawfully post an approved graphical or textual Internet hyper-link ("Link") to the ZVerse webite (“Site); and
- lawfully direct visitors from the Publisher's Site to a specific URL or landing page designated by ZVerse and which is part of the Site.
Publishers are offered the opportunity to earn a "Commission" (the Commission is based on a percentage of revenue and is set forth separately through email and / or Insertion Orders by ZVerse and may be changed in ZVerse’s sole discretion by notifying Publisher via email and /or Insertion Order) for each "Product Sale". All participation in the Program is subject to ZVerse approval, which may be withheld in ZVerse's sole discretion. In addition, each approval is made on a website by website basis, for those Publishers operating more than one website. Publisher must submit the domain or URL for each website for which the Publisher is seeking approval, regardless of whether Publisher maintains a separate account on the Program for such Publisher website. ZVerse agrees to pay Publisher a Commission for each Product Sale by a visitor to ZVerse's Site (a "Customer"). For all Product Sales, ZVerse will pay a Commission based upon Product Revenues generated by Customers linking to ZVerse's Site from Publishers website using a link provided by ZVerse. The amount of the Product Revenues per item for products sold are subject to change at any time in ZVerse's sole and absolute discretion. Commissions will not be paid on Free Samples or Free Trials of any products. ZVerse shall have the sole right and responsibility for all payment processing and fulfillment of orders for Products sold pursuant to this Agreement. Publisher acknowledges that all agreements relating to sales to Customers shall be between ZVerse and the Customer. Publisher acknowledges that Commission will not be paid on Product Sales if such sale results in an order cancellation, returned merchandise, or failed credit card authorization. All determinations of the compensation due to Publisher shall be final and binding. All determinations relating to Product Sales and Commission will be made by ZVerse and will be final and binding on both parties. Prices for the Products will be set solely by ZVerse in its sole discretion. Only those Publishers who are approved by ZVerse at the time of a Product Sale will be eligible for payment under this Agreement. As an independent contractor, Publisher will be solely and entirely responsible for any and all taxes and/or other fees or obligations associated with the receipt of payment under this Agreement. The terms and conditions of this Section, including the Commission amounts, may be changed at any time and for any reason within ZVerse's sole discretion.
Unless otherwise stated in writing, ZVerse will pay Publisher’s Commission on a monthly basis, approximately fifteen (15) days following the end of each month. As such, Publisher will receive a check for Commission earned on Qualifying Product Revenues for that month, less any returns and canceled orders. However, if the Commission payable to Publisher for any month is less than $25.00, ZVerse may hold those Commission until the total amount due is at least $25.00 or (if earlier) until this Agreement is terminated.
Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future. ZVerse grants Publisher a limited, revocable, non-exclusive, license to use any ZVerse promotional materials provided to Publisher, which may include a graphic image and/or text involving ZVerse logos, trademarks, service marks (collectively, the "ZVerse Marks"). Except as expressly set forth in this Agreement or permitted by applicable law, Publisher may not copy, distribute, modify, reverse engineer, or create derivative works from the ZVerse Marks.
Publisher may not sublicense, assign or transfer any such licenses granted in association with this Agreement and any attempt at such sublicense, assignment or transfer is void. Any prominent use of any ZVerse Marks on a Publisher Site must be approved by ZVerse prior to publishing. ZVerse may revoke your license at any time by giving you written notice.
Publisher represents and warrants that Publisher’s Site does not:
- Promote graphic violence (which may include certain types of game sites);
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;
- Promote sexually explicit, pornographic or obscene content (whether in text or graphics);
- Promote illegal activities;
- Include "ZVerse " or variations or misspellings thereof in their domain names
- Promote content that is in any way unlawful, harmful, threatening, defamatory, obscene, harassing or racially, ethnically or otherwise objectionable;
- Promote or use bulk unsolicited email (spam);
- Promote speech or images that are offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability or otherwise);
- Promote content related to liquor, tobacco, firearms, drugs, gambling, crime or death;
- Promote politically sensitive or controversial issues (e.g. abortion, capital punishment) or other political content (e.g. lobbyists, political campaigns)
- Promote any unlawful behavior or conduct;
- Contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines; or
- Otherwise promote content that is considered offensive or inappropriate in ZVerse’s sole discretion.
Publisher represents and warrants that:
- Publisher is duly organized, validly existing, and in good standing under the laws of the state or country of Publisher's origin;
- Publisher has established and implemented commercially reasonable practices and procedures and will continue to perform spot checks or audits to insure that full compliance with all federal, state and local laws and regulations and particularly, the provisions of the CAN-SPAM Act of 2003 and with the Federal Telemarketing Sales Rules, including the provision relating to the NATIONAL DO NOT CALL REGISTRY (16 C.F.R. Part 310);
- Publisher will promptly notify ZVerse, in writing, if it receives any complaints or notices from any governmental agencies (including any third party claims asserted in state or federal courts) referencing a violation of any federal, state and local laws and regulations and particularly, the provisions of the CAN-SPAM Act of 2003 and with the Federal Telemarketing Sales Rules, including the provision relating to the NATIONAL DO NOT CALL REGISTRY (16 C.F.R. Part 310);
- Publisher will perform a full investigation, within forty-eight (48) hours of receipt of a request, If either party receives an inquiry or complaint from a governmental agency (including any third party claims asserted in state or federal courts) relating directly to the CAN-SPAM Act of 2003, the DO NOT CALL REGISTRY provisions, or any similar federal, state, or local statute or regulation; or for providing information that was procured through fraud, identity theft or any illegal or illicit means to determine the merits of the inquiry or complaint;
- Publisher will indemnify, defend, and hold harmless ZVerse from any and all third party claims resulting or arising from Publisher's acts or omissions;
- Publisher has all requisite power and authority to enter into this Agreement and to carry out and perform its obligations under the terms of this Agreement;
- this Agreement has been duly authorized, executed, and delivered by Publisher and is a valid and binding obligation of Publisher enforceable in accordance with its terms;
- the execution and performance of and compliance with this Agreement does not and will not conflict with, or constitute a default or violation under, nor result in the breach of: (a) any term of Publisher's governing documents; (b) any term or provision of any contract or agreement to which Publisher is a party; or (c) any order, code, regulation or law applicable to Publisher.
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY:
IN NO EVENT SHALL ZVERSE BE LIABLE TO YOU OR ANY THIRD PARTY (INCLUDING, WITHOUT LIMITATION, ANY CUSTOMERS OBTAINED THROUGH YOUR MARKETING EFFORTS) FOR ANY DAMAGES OF ANY KIND ARISING FROM YOUR USE OF THE SITE, A PROGRAM, ZVERSE PRODUCTS AND/OR SERVICES OR YOUR DISPLAY OF ANY ZVERSE MARKETING MATERIALS ON OR THROUGH YOUR PUBLISHER WEBSITE AND/OR PUBLISHER E-MAILS INCLUDING, BUT NOT LIMITED TO, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE AND/OR CONSEQUENTIAL DAMAGES, EVEN IF ZVERSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZVERSE’S MAXIMUM AGGREGATE LIABILITY TO PUBLISHER AND ANY THIRD PARTY UNDER ANY AND ALL CIRCUMSTANCES SHALL BE THREE HUNDRED DOLLARS ($300). REGARDLESS OF ANY LAW TO THE CONTRARY, NO ACTION, SUIT OR PROCEEDING SHALL BE BROUGHT AGAINST ZVERSE MORE THAN ONE (1) YEAR AFTER THE DATE UPON WHICH THE CLAIM AROSE. PUBLISHER RECOGNIZES AND ACKNOWLEDGES THAT THIS LIMITATION OF DAMAGES IS FAIR AND REASONABLE. THE SITE, CREATIVES, PROGRAMS, PRODUCTS AND SERVICES, CONTENT AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND ALL WARRANTIES, EXPRESS AND IMPLIED, ARE DISCLAIMED (INCLUDING, WITHOUT LIMITATION, THE DISCLAIMER OF ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND/OR FITNESS FOR A PARTICULAR PURPOSE). THE SITE, CREATIVES, PROGRAMS AND/OR PRODUCTS AND SERVICES MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS. CLICKBOOTH HAS NO LIABILITY, WHATSOEVER, TO PUBLISHER OR ANY THIRD PARTY, FOR PUBLISHER’S USE OF, OR INABILITY TO USE, THE SITE, CREATIVES, PROGRAMS AND/OR PRODUCTS OR SERVICES AND ZVERSE DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, THAT PUBLISHER’S USE OF SAME WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY OF THE PROGRAMS WILL BE AVAILABLE TO PUBLISHER. THE NEGATION OF DAMAGES SET FORTH HEREINABOVE IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN ZVERSE AND PUBLISHER. THE SITE, CREATIVES, PROGRAMS AND/OR PRODUCTS AND SERVICES WOULD NOT BE PROVIDED TO PUBLISHER WITHOUT SUCH LIMITATIONS. ZVERSE MAKES NO REPRESENTATION OR WARRANTY WITH RESPECT TO ANY RESULTS OBTAINABLE THROUGH THE SITE, CREATIVES AND/OR PROGRAMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY PUBLISHER FROM ZVERSE BY AND THROUGH THE SITE, CREATIVES AND/OR PROGRAMS SHALL CREATE ANY WARRANTY, REPRESENTATION AND/OR GUARANTEE NOT EXPRESSLY STATED IN THE AGREEMENT.
TERM AND TERMINATION:
The term of this Agreement shall be continuous, unless and until either party notifies the other in writing, with three (3) days advanced notice, that such party desires to terminate the Agreement. In addition, ZVerse reserves the right, in its sole and absolute discretion, to terminate this Agreement and/or remove any links or marketing materials at any time for any reason, upon notice to You. Termination notice may be provided via e-mail and will be effective immediately. Upon termination, Publisher agrees to immediately remove from its Publisher Website(s) any and all marketing material, links or other intellectual property made available to Publisher in connection with its performance under the Agreement. The representations, warranties and obligations contained within the Agreement shall remain in full force and effect after termination of the Agreement. All payment obligations accruing prior to the date of termination shall survive until fully fulfilled.
Upon termination of this Agreement, ZVerse will be released from all obligations and liabilities owed to Publisher.
Unless otherwise stated, upon termination of this Agreement:
- Customer sales obtained through Publisher's efforts shall not constitute a continuation or renewal of this Agreement or a waiver of such termination;
- Publisher shall not be entitled to Commissions for customer sales delivered after the date of termination;
- Publisher shall be entitled only to unpaid and undisputed Commissions, earned by Publisher prior to the date of termination;
- All rights and licensees granted to Publisher shall immediately terminate and, as such, Publisher will promptly cease all uses of any trade names, trademarks, service marks, logos and other designations of ZVerse; and
- Publisher shall return to ZVerse any confidential information, and all copies thereof, in its possession, custody and control.
You shall indemnify, defend and hold ZVerse, its and each of its respective parents, publishers, subsidiaries, officers, partners, members, managers, employees, agents and attorneys, harmless from and against any and all claims, allegations, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Your improper use of the Site, Program, Services and/or any marketing materials; (b) any third party claim related to Your Publisher Website, Publisher E-mails and/or Your marketing practices; (c) any third party allegation or claim against ZVerse relating to a violation of any and all state and federal laws or the laws of Your jurisdiction; (d) any content, goods or services offered, sold or otherwise made available by You on or through the Publisher Website, Publisher E-mails, other marketing channels or otherwise; (e) any claim that ZVerse is obligated to pay any taxes in connection with payment made to You in connection with the Agreement and/or any Program; (f) breach and/or violation of the Agreement and/or any representation or warranty contained herein; and/or (g) Your use of the Site, Program, Services and/or any ZVerse marketing materials, in any manner whatsoever. ZVerse shall indemnify, defend and hold You harmless from and against any and all claims allegations, liabilities, costs and expenses (including reasonable attorneys' fees) by third parties arising out of any actual infringement of intellectual property rights resulting from Your display of the actual of ZVerse marketing materials, in unaltered form, as provided in connection with any Program. If any action is brought against either party (the "Indemnified Party") in respect to any allegation for which indemnity may be sought from the other party ("Indemnifying Party"), the Indemnified Party will promptly notify the Indemnifying Party of any such claim of which it becomes aware, except that failure to provide such notice shall not excuse the Indemnifying Party’s indemnification obligations under this Section 16 unless such failure materially prejudices the Indemnifying Party. The Indemnified Party shall permit the Indemnifying Party to assume control over the defense of such claim, with counsel chosen by the Indemnifying Party that is reasonably acceptable to the Indemnified Party, provided however, that the Indemnified Party shall control the defense of any such claim that, in the reasonable opinion of such Indemnified Party, could have a material and adverse effect on the business, operations, assets or prospects of such Indemnified Party, and the reasonable costs and expenses thereof shall be included as part of the indemnification obligations of the Indemnifying Party hereunder. The Indemnifying Party will not acquiesce to any judgment or enter into any settlement that adversely affects the Indemnified Party‘s rights or interests without the prior written consent of the Indemnified Party.
Assignment. Publisher shall not assign, transfer or delegate its obligations under this Agreement, either in whole or in part, without the prior written consent of ZVerse. Any attempted assignment, transfer or delegation in violation of the provisions of this provision will be void.
Severability. The provisions of this Agreement are severable. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be deemed invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect the other provisions of this Agreement that can be given effect.
Waiver. No delay or failure by ZVerse in exercising any right under this Agreement, and no partial or single exercise of that right, shall constitute a waiver of that or any other right.
Equity. The rights and remedies of ZVerse are not mutually exclusive; that is, the exercise of one or more of the provisions hereof shall not preclude the exercise of any other provision hereof. Publisher acknowledges, confirms, and agrees that damages may be inadequate for a breach or a threatened breach of this Agreement and, in the event of a breach or threatened breach of any provision hereof, the respective rights and obligations hereunder shall be unenforceable by specific performance, injunction, or other equitable remedy.
Construction. This Agreement shall be deemed a mutual agreement and shall not be construed and/or interpreted in favor or against either party on the basis of preparation of the Agreement.
Modification. ZVerse reserves the right to modify the terms and conditions of this Agreement in its sole discretion upon seven (7) days prior notice to Publisher via electronic communication. If any modification is unacceptable to Publisher, Publisher's sole recourse is to terminate this Agreement. Publisher's continued participation in FAP after notice of modification to the terms and conditions of this Agreement constitutes Publishers binding acceptance to the change.
Choice of Law and Venue. This Agreement has been made in the State of South Carolina and shall be construed and enforced in accordance with South Carolina law for contracts made and performed in the State of South Carolina. Any action to enforce this Agreement shall be brought in the South Carolina federal courts or state courts (for the County of Richland), the parties hereby by consenting to such exclusive jurisdiction and venue.
Independent Contractor. Participation in the Program does not constitute an employment, broker or agency relationship, between Publisher and ZVerse, nor does it create any partnership, joint venture, franchise, or sales representative relationship between the parties.X