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This commit is contained in:
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templates/corporate/policies/terms.md
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templates/corporate/policies/terms.md
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# Terms of Service
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**Effective date: February 7, 2022.** View [change history][changes-terms].
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[changes-terms]: https://github.com/zulip/zulip/commits/main/templates/corporate/policies/terms.md
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Welcome to Zulip. Please read on to learn the rules and restrictions that govern
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your use of our website(s), products, services and applications (the
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“Services”). If you have any questions, comments, or concerns regarding these
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terms or the Services, please contact us at:
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* Email: [support@zulip.com](mailto:support@zulip.com)
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* Address: Kandra Labs, Inc., 584 Castro St #3175, San Francisco, CA 94114
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These Terms of Service (the “Terms”) are a binding contract between
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you and **KANDRA LABS, INC.** (“Zulip,” “we” and “us”). Your use of
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the Services in any way means that you agree to all of these Terms,
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and these Terms will remain in effect while you use the
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Services. These Terms include the provisions in this document as well
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as those in the [Privacy Policy](/policies/privacy), [Rules of
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Use](/policies/rules), and, if applicable, [Data Processing
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Addendum](/static/images/policies/Zulip-Data-Processing-Addendum.pdf).
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**Please read these Terms carefully.** They cover important information about
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Services provided to you and any charges, taxes, and fees we bill you. **These
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Terms include information about future changes to these Terms, automatic
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renewals, limitations of liability, a class action waiver and resolution of
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disputes by arbitration instead of in court. PLEASE NOTE THAT YOUR USE OF AND
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ACCESS TO OUR SERVICES ARE SUBJECT TO THE FOLLOWING TERMS; IF YOU DO NOT AGREE
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TO ALL OF THE FOLLOWING, YOU MAY NOT USE OR ACCESS THE SERVICES IN ANY MANNER.**
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**ARBITRATION NOTICE AND CLASS ACTION WAIVER:** EXCEPT FOR CERTAIN TYPES OF
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DISPUTES DESCRIBED IN THE ARBITRATION AGREEMENT SECTION BELOW, YOU AGREE THAT
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DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION
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AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE
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ARBITRATION.
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## Will these Terms ever change?
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We are constantly trying to improve our Services, so these Terms may
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need to change along with our Services. We reserve the right to change
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the Terms at any time, but if we do, we will place a notice on our
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site located at [https://zulip.com/policies/terms](/policies/terms),
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send you an email, and/or notify you by some other means. We will
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generally aim to provide such notice about changes to the Terms at
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least 14 days in advance of the new Terms taking effect.
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If you don’t agree with the new Terms, you are free to reject them;
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unfortunately, that means you will no longer be able to use the Services. If you
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use the Services in any way after a change to the Terms is effective, that means
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you agree to all of the changes.
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Except for changes by us as described here, no other amendment or modification
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of these Terms will be effective unless in writing and signed by both you and
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us.
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## What about my privacy?
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Zulip takes the privacy of its users very seriously; see our [Privacy
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Policy](/policies/privacy) for details.
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### Children’s Online Privacy Protection Act
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The Children’s Online Privacy Protection Act (“COPPA”) requires that
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online service providers obtain parental consent before they knowingly
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collect personally identifiable information online from children who
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are under thirteen (13). We do not knowingly collect or solicit
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personally identifiable information from children under thirteen (13)
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years of age and children below the minimum [minimum age of consent in
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their country](/policies/age-of-consent); if you are a child under the
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age of thirteen (13) or below the minimum age of consent in your
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country, please do not attempt to register for or otherwise use the
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Services or send us any personal information. If we learn we have
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collected personal information from a child under thirteen (13) years
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of age or below the minimum age of consent in their country, we will
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delete that information as quickly as possible. If you believe that a
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child under the age of thirteen (13) or below the minimum age of
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consent in their country may have provided us personal information,
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please contact us at [privacy@zulip.com](mailto:privacy@zulip.com).
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## What are the basics of using Zulip?
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To use some of the Services, you may be required to sign up for an account,
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select a password and display name (“Zulip Display Name”), and provide us with
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certain information or data, such as your email address. You agree that you are
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solely responsible for ensuring that your registration information, including
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your email address, is accurate, complete and up to date. You may not select as
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your Zulip Display Name a name that you do not have the right to use, or another
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person’s name with the intent to impersonate that person. You may not transfer
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your account to anyone else without our prior written permission.
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Additionally, you may be able to access certain parts or features of the
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Services by using your account credentials from third party services (“Third
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Party Accounts”), such as those offered by Google and Apple. By using the
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Services through a Third Party Account, you permit us to access certain
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information from such account for use by the Services. You are ultimately in
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control of how much information is accessible to us and may exercise such
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control by adjusting your privacy settings on your Third Party Account.
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You represent and warrant that you are an individual of legal age to form a
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binding contract (or if not, you’ve received your parent’s or guardian’s
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permission to use the Services and have gotten your parent or guardian to agree
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to these Terms on your behalf). If you’re agreeing to these Terms on behalf of
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an organization or entity or creating or administering an organization or group
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in use of the Services (each such organization, entity, or group, a “Zulip
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Organization”, and each administrator of a Zulip Organization, a “Zulip
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Organization Administrator”), you represent and warrant that you are authorized
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to agree to these Terms on such Zulip Organization’s behalf and bind them to
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these Terms (in which case, the references to “you” and “your” in these Terms,
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except for in this sentence, refer to that Zulip Organization).
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You will only use the Services for your own internal, personal use, and not on
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behalf of or for the benefit of any third party, and only in a manner that
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complies with all laws that apply to you. If your use of the Services is
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prohibited by applicable laws, then you aren’t authorized to use the Services.
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We can’t and won’t be responsible for your using the Services in a way that
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breaks the law.
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You will not share your Zulip account or password with anyone, and you must
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protect the security of your Zulip account, your password, and any other access
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tools or credentials. You’re responsible for any activity associated with your
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Zulip account.
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## What about notifications?
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As part of the Services, you may receive communications through the Services,
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including notifications that Zulip sends you (for example, via email or SMS).
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When signing up for the Services, you will receive a welcome notification and
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instructions on how to stop receiving notifications. **By signing up for the
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Services and providing us with your wireless number, you confirm that you want
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Zulip to send you information regarding your account or transactions with us,
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which may include Zulip using automated dialing technology to text you at the
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wireless number you provided, and you agree to receive communications from
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Zulip, and you represent and warrant that each person you register for the
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Services or for whom you provide a wireless phone number has consented to
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receive communications from Zulip.** You agree to indemnify and hold Zulip
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harmless from and against any and all claims, liabilities, damages (actual and
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consequential), losses and expenses (including attorneys’ fees) arising from or
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in any way related to any breach of the foregoing on your part.
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## What are my rights in the Services?
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The materials displayed or performed or available on or through the Services,
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including, but not limited to, text, graphics, data, articles, photos, images,
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illustrations, User Submissions (as defined below) and so forth (all of the
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foregoing, the “Content”) are protected by copyright and/or other intellectual
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property laws. You promise to abide by all copyright notices, trademark rules,
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information, and restrictions contained in any Content you access through the
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Services, and you won’t use, copy, reproduce, modify, translate, publish,
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broadcast, transmit, distribute, perform, upload, display, license, sell,
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commercialize or otherwise exploit for any purpose any Content not owned by you
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in a way that violates someone else’s (including Zulip's) rights.
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Subject to these Terms, we grant each user of the Services a worldwide,
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non-exclusive, non-sublicensable and non-transferable license to:
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- Use (i.e., to download and display locally) Content solely for purposes of
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using the Services.
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- Export Content via the official Zulip API and distribute such Content for
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legitimate purposes (e.g., a public archive or mirror which is approved by
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organization owners).
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Use, reproduction, modification, distribution or storage of any Content for any
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purpose other than using the Services is expressly prohibited without prior
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written permission from us.
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You understand that Zulip owns the Services. You won’t modify, publish,
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transmit, participate in the transfer or sale of, reproduce (except as expressly
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||||
provided in this Section), create derivative works based on, or otherwise
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exploit any of the Services. You will also not upload to, or transmit from, the
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||||
Services any data, file, software, or link that contains or redirects to a
|
||||
virus, Trojan horse, worm, or other harmful component or a technology that
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unlawfully accesses or downloads content or information stored within the
|
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Services. The Services may allow you to copy or download certain Content, but
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please remember that even where these functionalities exist, all the
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restrictions in this section still apply.
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## What about anything I contribute to the Services? Do I have to grant any licenses to Zulip or to other users?
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### User Submissions
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Anything you post, upload, share, store, or otherwise provide through the
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Services is your “User Submission”. Some User Submissions may be viewable by
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other users or by anyone on the Internet. You are solely responsible for all
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User Submissions you contribute to the Services. You represent that all User
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Submissions submitted are not false, deceptive, or misleading, and are in
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compliance with all applicable laws, rules and regulations.
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### Licenses
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Your User Submissions remain yours. These Terms don’t give us any ownership in
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your User Submissions, or any rights to them except the limited rights set forth
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below.
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To provide the Services, we need your permission to do things like storing your
|
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User Submissions and showing them to the people you send messages to, or who
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otherwise have permission to see them (for example, any member of your Zulip
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Organization for a message you send to a public channel.) Our Services also
|
||||
provide you with features like sharing and searching. To provide these and other
|
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features, Zulip may access, use, store, copy, process, adapt, distribute,
|
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perform, export, and display your User Submissions. Note that the following
|
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licenses are subject to our [Privacy Policy](/policies/privacy) to the extent
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they relate to User Submissions that are also your personally-identifiable
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information.
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You give us permission to do these things only as reasonably necessary (a) to
|
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deliver the Services; (b) to prevent or address service, security, support,
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abuse or technical issues; or (c) as required by law. This license is
|
||||
non-exclusive, worldwide, perpetual, royalty-free, fully paid, sublicensable and
|
||||
transferable to use, edit, modify, truncate, aggregate, reproduce, distribute,
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||||
prepare derivative works of, display, perform, and otherwise fully exploit the
|
||||
User Submissions in connection with the Services and extends to our affiliates
|
||||
and trusted third parties we work with.
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|
||||
Other people may have access to your User Submissions through the Services, and
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you also give those people a non-exclusive, worldwide permission to do these
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||||
things, only as permitted by the functionality of the Services and these Terms.
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||||
For example:
|
||||
|
||||
- People you send a Zulip message to may view the message through the Services.
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- Your Zulip Organization Administrators may [export the Zulip Organization’s
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data](/help/export-your-organization) for archival or backup purposes, or to
|
||||
import the data into a self-hosted Zulip server.
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- Messages on a web-public channel may be viewed by anyone on the Internet.
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|
||||
When you delete your Zulip account, we will stop displaying your User
|
||||
Submissions in association with your account, if applicable. You understand that
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User Submissions may still be viewable in association with a “deleted user”
|
||||
after you delete your Zulip account. You understand and agree that it may not be
|
||||
possible to completely delete that content from Zulip's records, and that your
|
||||
User Submissions may remain viewable elsewhere to the extent that they were
|
||||
copied or stored by other users.
|
||||
|
||||
We welcome feedback, but note that by sending any feedback, you grant us an
|
||||
irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use,
|
||||
modify, prepare derivative works from, publish, distribute and sublicense any
|
||||
such feedback, and we may incorporate into our products and services any
|
||||
feedback, comments, or suggestions without any obligation or compensation to
|
||||
you.
|
||||
|
||||
## Are there restrictions in how I can use the Services?
|
||||
|
||||
You represent, warrant, and agree that you will not provide or contribute
|
||||
anything, including any Content or User Submission, to the Services, or
|
||||
otherwise use or interact with the Services, in a manner that is not consistent
|
||||
with the [Zulip Rules of Use](/policies/rules). A violation of any of the Zulip
|
||||
Rules of Use is grounds for termination of your right to use or access the
|
||||
Services.
|
||||
|
||||
## What if I see something on the Services that infringes my copyright?
|
||||
|
||||
In accordance with the DMCA, we’ve adopted the following policy toward copyright
|
||||
infringement. We reserve the right to (1) block access to or remove material
|
||||
that we believe in good faith to be copyrighted material that has been illegally
|
||||
copied and distributed by any of our advertisers, affiliates, content providers,
|
||||
members or users and (2) remove and discontinue service to repeat offenders.
|
||||
|
||||
* **Procedure for Reporting Copyright Infringements**. If you believe that
|
||||
material or content residing on or accessible through the Services infringes
|
||||
your copyright (or the copyright of someone whom you are authorized to act on
|
||||
behalf of), please send a notice of copyright infringement containing the
|
||||
following information to Zulip's Designated Agent to Receive Notification of
|
||||
Claimed Infringement (our “Designated Agent,” whose contact details are
|
||||
listed below):
|
||||
* (a) A physical or electronic signature of a person authorized to act on behalf
|
||||
of the owner of the copyright that has been allegedly infringed;
|
||||
* (b) Identification of works or materials being infringed;
|
||||
* (c) Identification of the material that is claimed to be infringing including
|
||||
information regarding the location of the infringing materials that the
|
||||
copyright owner seeks to have removed, with sufficient detail so that we
|
||||
are capable of finding and verifying its existence;
|
||||
* (d) Contact information about the notifier including address, telephone number
|
||||
and, if available, email address;
|
||||
* (e) A statement that the notifier has a good faith belief that the material
|
||||
identified in (c) is not authorized by the copyright owner, its agent,
|
||||
or the law; and
|
||||
* (f) A statement made under penalty of perjury that the information provided is
|
||||
accurate and the notifying party is authorized to make the complaint on
|
||||
behalf of the copyright owner.
|
||||
* **Once Proper Bona Fide Infringement Notification is Received by the
|
||||
Designated Agent**. Upon receipt of a proper notice of copyright
|
||||
infringement, we reserve the right to:
|
||||
* (a) remove or disable access to the infringing material;
|
||||
* (b) notify the content provider who is accused of infringement that we have
|
||||
removed or disabled access to the applicable material; and
|
||||
* (c) terminate such content provider's access to the Services if they are a
|
||||
repeat offender.
|
||||
* **Procedure to Supply a Counter-Notice to the Designated Agent**. If the
|
||||
content provider believes that the material that was removed (or to which
|
||||
access was disabled) is not infringing, or the content provider believes that
|
||||
it has the right to post and use such material from the copyright owner, the
|
||||
content provider may send us a counter-notice containing the following
|
||||
information to the Designated Agent:
|
||||
* (a) A physical or electronic signature of the content provider;
|
||||
* (b) Identification of the material that has been removed or to which access
|
||||
has been disabled and the location at which the material appeared before
|
||||
it was removed or disabled;
|
||||
* (c) A statement under penalty of perjury that the content provider has a
|
||||
good faith belief that the material was removed or disabled as a result
|
||||
of mistake or misidentification of the material; and
|
||||
* (d) Content provider's name, address, telephone number, and, if available,
|
||||
email address, and a statement that the content provider consents to the
|
||||
jurisdiction of the Federal Court for the judicial district in which the
|
||||
content provider’s address is located, or, if the content provider's
|
||||
address is located outside the United States, for any judicial district
|
||||
in which Company is located, and that the content provider will accept
|
||||
service of process from the person who provided notification of the
|
||||
alleged infringement or an agent of such person.
|
||||
|
||||
If a counter-notice is received by the Designated Agent, Company may, in its
|
||||
discretion, send a copy of the counter-notice to the original complaining party
|
||||
informing that person that Company may replace the removed material or cease
|
||||
disabling it in 10 business days. Unless the copyright owner files an action
|
||||
seeking a court order against the content provider accused of committing
|
||||
infringement, the removed material may be replaced or access to it restored 10
|
||||
business days or more after receipt of the counter-notice, at Company's
|
||||
discretion.
|
||||
|
||||
Please contact Zulip's Designated Agent at the following address:
|
||||
|
||||
Kandra Labs, Inc.<br/>
|
||||
Attn: DMCA Designated Agent<br/>
|
||||
584 Castro St #3175<br/>
|
||||
San Francisco, CA 94114
|
||||
|
||||
## Who is responsible for what I see and do on the Services?
|
||||
|
||||
Any information or Content publicly posted or privately transmitted through the
|
||||
Services is the sole responsibility of the person from whom such Content
|
||||
originated, and you access all such information and Content at your own risk,
|
||||
and we aren’t liable for any errors or omissions in that information or Content
|
||||
or for any damages or loss you might suffer in connection with it. We cannot
|
||||
control and have no duty to take any action regarding how you may interpret and
|
||||
use the Content or what actions you may take as a result of having been exposed
|
||||
to the Content, and you hereby release us from all liability for you having
|
||||
acquired or not acquired Content through the Services. We can’t guarantee the
|
||||
identity of any users with whom you interact in using the Services and are not
|
||||
responsible for which users gain access to the Services.
|
||||
|
||||
You are responsible for all Content you contribute, in any manner, to the
|
||||
Services, and you represent and warrant you have all rights necessary to do so,
|
||||
in the manner in which you contribute it.
|
||||
|
||||
The Services may contain links or connections to third-party websites or
|
||||
services that are not owned or controlled by Zulip. When you access third-party
|
||||
websites or use third-party services, you accept that there are risks in doing
|
||||
so, and that Zulip is not responsible for such risks.
|
||||
|
||||
Zulip has no control over, and assumes no responsibility for, the content,
|
||||
accuracy, privacy policies, or practices of or opinions expressed in any
|
||||
third-party websites or by any third party that you interact with through the
|
||||
Services. In addition, Zulip will not and cannot monitor, verify, censor or edit
|
||||
the content of any third-party site or service. We encourage you to be aware
|
||||
when you leave the Services and to read the terms and conditions and privacy
|
||||
policy of each third-party website or service that you visit or utilize. By
|
||||
using the Services, you release and hold us harmless from any and all liability
|
||||
arising from your use of any third-party website or service.
|
||||
|
||||
Your interactions with Zulip Organizations and/or individuals found on or
|
||||
through the Services, including payment and delivery of goods or services, and
|
||||
any other terms, conditions, warranties or representations associated with such
|
||||
dealings, are solely between you and such organizations and/or individuals. You
|
||||
should make whatever investigation you feel necessary or appropriate before
|
||||
proceeding with any online or offline transaction with any of these third
|
||||
parties. You agree that Zulip shall not be responsible or liable for any loss or
|
||||
damage of any sort incurred as the result of any such dealings.
|
||||
|
||||
If there is a dispute between participants on this site or Services, or between
|
||||
users and any third party, you agree that Zulip is under no obligation to become
|
||||
involved. In the event that you have a dispute with one or more other users, you
|
||||
release Zulip, its directors, officers, employees, agents, and successors from
|
||||
claims, demands, and damages of every kind or nature, known or unknown,
|
||||
suspected or unsuspected, disclosed or undisclosed, arising out of or in any way
|
||||
related to such disputes and/or our Services. You shall and hereby do waive
|
||||
California Civil Code Section 1542 or any similar law of any jurisdiction, which
|
||||
says in substance: “A general release does not extend to claims that the
|
||||
creditor or releasing party does not know or suspect to exist in his or her
|
||||
favor at the time of executing the release and that, if known by him or her,
|
||||
would have materially affected his or her settlement with the debtor or released
|
||||
party.”
|
||||
|
||||
## Will Zulip ever change the Services?
|
||||
|
||||
We’re always trying to improve our Services, so they may change over time. We
|
||||
may suspend or discontinue any part of the Services, or we may introduce new
|
||||
features or impose limits on certain features or restrict access to parts or all
|
||||
of the Services. We reserve the right to remove any Content from the Services at
|
||||
any time, for any reason (including, but not limited to, if someone alleges you
|
||||
contributed that Content in violation of these Terms), in our sole discretion,
|
||||
and without notice.
|
||||
|
||||
## Do the Services cost anything?
|
||||
|
||||
The Services may be free or we may charge a fee for using the Services. If you
|
||||
are using a free version of the Services, we will notify you before any Services
|
||||
you are then using begin carrying a fee, and if you wish to continue using such
|
||||
Services, you must pay all applicable fees for such Services. Note that if you
|
||||
elect to receive text messages through the Services, data and message rates may
|
||||
apply. Any and all such charges, fees or costs are your sole responsibility. You
|
||||
should consult with your wireless carrier to determine what rates, charges, fees
|
||||
or costs may apply to your use of the Services.
|
||||
|
||||
* (a) **Paid Services**. Certain of our Services may be subject to payments now or
|
||||
in the future (the “Paid Services”). Please see our Paid Services page:
|
||||
<https://zulip.com/plans/> for a description of the current Paid Services.
|
||||
Please note that any payment terms presented to you in the process of using
|
||||
or signing up for a Paid Service are deemed part of these Terms.
|
||||
* (b) **Billing**. We use a third-party payment processor (the “Payment Processor”)
|
||||
to bill you through a payment account linked to your account on the Services
|
||||
(your “Billing Account”) for use of the Paid Services. The processing of
|
||||
payments will be subject to the terms, conditions and privacy policies of the
|
||||
Payment Processor in addition to these Terms. Currently, we use Stripe, Inc.
|
||||
as our Payment Processor. You can access Stripe’s Terms of Service at
|
||||
<https://stripe.com/us/checkout/legal> and their Privacy Policy at
|
||||
<https://stripe.com/us/privacy>. We are not responsible for any error by, or
|
||||
other acts or omissions of, the Payment Processor. By choosing to use Paid
|
||||
Services, you agree to pay us, through the Payment Processor, all charges at
|
||||
the prices then in effect for any use of such Paid Services in accordance
|
||||
with the applicable payment terms, and you authorize us, through the Payment
|
||||
Processor, to charge your chosen payment provider (your “Payment Method”).
|
||||
You agree to make payment using that selected Payment Method. We reserve the
|
||||
right to correct any errors or mistakes that the Payment Processor makes even
|
||||
if it has already requested or received payment.
|
||||
* (c) **Payment Method**. The terms of your payment will be based on your Payment
|
||||
Method and may be determined by agreements between you and the financial
|
||||
institution, credit card issuer or other provider of your chosen Payment
|
||||
Method. If we, through the Payment Processor, do not receive payment from
|
||||
you, you agree to pay all amounts due on your Billing Account upon demand.
|
||||
* (d) **Recurring Billing**. Some of the Paid Services may consist of an initial
|
||||
period, for which there is a one-time charge, followed by recurring period
|
||||
charges as agreed to by you. By choosing a recurring payment plan, you
|
||||
acknowledge that such Services have an initial and recurring payment feature
|
||||
and you accept responsibility for all recurring charges prior to
|
||||
cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER
|
||||
AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS
|
||||
CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO
|
||||
CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED
|
||||
BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE
|
||||
YOUR PAYMENT METHOD, GO TO YOUR [BILLING SETTINGS](/billing/).
|
||||
* (e) **Current Information Required**. YOU MUST PROVIDE CURRENT, COMPLETE AND
|
||||
ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL
|
||||
INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH
|
||||
AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION
|
||||
DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR
|
||||
PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE
|
||||
OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE
|
||||
OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE IN
|
||||
YOUR [BILLING SETTINGS](/billing/). IF YOU FAIL TO PROVIDE ANY OF THE
|
||||
FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY
|
||||
USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED
|
||||
YOUR PAID SERVICES AS SET FORTH ABOVE.
|
||||
* (f) **Change in Amount Authorized**. If the amount to be charged to your Billing
|
||||
Account varies from the amount you preauthorized (other than due to the
|
||||
imposition or change in the amount of sales taxes), you have the right to
|
||||
receive, and we shall provide, notice of the amount to be charged and the
|
||||
date of the charge before the scheduled date of the transaction. Any
|
||||
agreement you have with your payment provider will govern your use of your
|
||||
Payment Method. You agree that we may accumulate charges incurred and submit
|
||||
them as one or more aggregate charges during or at the end of each billing
|
||||
cycle.
|
||||
* (g) **Auto-Renewal for Paid Services**. Unless you opt out of auto-renewal, which
|
||||
can be done through your [billing settings](/billing/), any Paid Services you
|
||||
have signed up for will be automatically extended for successive renewal
|
||||
periods of the same duration as the subscription term originally selected, at
|
||||
the then-current non-promotional rate. To change or resign your Paid Services
|
||||
at any time, go to your [billing settings](/billing/). If you terminate a
|
||||
Paid Service, you may use your subscription until the end of your
|
||||
then-current term, and your subscription will not be renewed after your
|
||||
then-current term expires. However, you will not be eligible for a prorated
|
||||
refund of any portion of the subscription fee paid for the then-current
|
||||
subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A
|
||||
RECURRING BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR
|
||||
[BILLING SETTINGS](/billing/) OR TERMINATE YOUR ZULIP ACCOUNT BEFORE THE END
|
||||
OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF
|
||||
THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED
|
||||
IN THESE TERMS, ZULIP WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
|
||||
* (h) **Reaffirmation of Authorization**. Your non-termination or continued use of
|
||||
a Paid Service reaffirms that we are authorized to charge your Payment Method
|
||||
for that Paid Service. We may submit those charges for payment and you will
|
||||
be responsible for such charges. This does not waive our right to seek
|
||||
payment directly from you. Your charges may be payable in advance, in
|
||||
arrears, per usage, or as otherwise described when you initially selected to
|
||||
use the Paid Service.
|
||||
* (i) **Free Trials and Other Promotions**. Any free trial or other promotion that
|
||||
provides access to a Paid Service may only be used within the specified time
|
||||
of the trial. You must stop using a Paid Service before the end of the trial
|
||||
period in order to avoid being charged for that Paid Service. If you cancel
|
||||
prior to the end of the trial period and are inadvertently charged for a Paid
|
||||
Service, please contact us at [support@zulip.com](mailto:support@zulip.com).
|
||||
|
||||
## What if I want to stop using the Services?
|
||||
|
||||
You’re free to stop using the Services at any time by contacting us at
|
||||
[support@zulip.com](mailto:support@zulip.com); please refer to our [Privacy
|
||||
Policy](/policies/privacy), as well as the licenses above, to understand how we
|
||||
treat information you provide to us after you have stopped using our Services.
|
||||
|
||||
Zulip is also free to terminate (or suspend access to) your use of the Services
|
||||
or your account for any reason at our sole discretion, including your breach of
|
||||
these Terms. Zulip has the sole right to decide whether you are in violation of
|
||||
any of the restrictions set forth in these Terms.
|
||||
|
||||
Account termination may result in destruction of any Content associated with
|
||||
your account, so keep that in mind before you decide to terminate your account.
|
||||
We will try to provide advance notice to you prior to our terminating your
|
||||
account so that you are able to retrieve any important User Submissions you may
|
||||
have stored in your account (to the extent allowed by law and these Terms), but
|
||||
we may not do so if we determine it would be impractical, illegal, not in the
|
||||
interest of someone’s safety or security, or otherwise harmful to the rights or
|
||||
property of Zulip or third parties.
|
||||
|
||||
If you have deleted your account by mistake, contact us immediately at
|
||||
[support@zulip.com](mailto:support@zulip.com) – we will try to help, but
|
||||
unfortunately, we can’t promise that we can recover or restore anything.
|
||||
|
||||
Provisions that, by their nature, should survive termination of these Terms
|
||||
shall survive termination. By way of example, all of the following will survive
|
||||
termination: any obligation you have to pay us or indemnify us, any limitations
|
||||
on our liability, any terms regarding ownership or intellectual property rights,
|
||||
and terms regarding disputes between us, including without limitation the
|
||||
arbitration agreement.
|
||||
|
||||
## What about Mobile Applications?
|
||||
|
||||
You acknowledge and agree that the availability of our mobile application is
|
||||
dependent on the third party stores from which you download the application,
|
||||
e.g., the App Store from Apple or the Play Store from Google (each an “App
|
||||
Store”). Each App Store may have its own terms and conditions to which you must
|
||||
agree before downloading mobile applications from such store, including the
|
||||
specific terms relating to Apple App Store set forth below. You agree to comply
|
||||
with, and your license to use our application is conditioned upon your
|
||||
compliance with, such App Store terms and conditions. To the extent such other
|
||||
terms and conditions from such App Store are less restrictive than, or otherwise
|
||||
conflict with, the terms and conditions of these Terms of Service, the more
|
||||
restrictive or conflicting terms and conditions in these Terms of Service apply.
|
||||
|
||||
### I use the Zulip App available via the Apple App Store – should I know anything about that?
|
||||
|
||||
These Terms apply to your use of all the Services, including our iOS
|
||||
applications (the “Application”) available via the Apple, Inc. (“Apple”) App
|
||||
Store, but the following additional terms also apply to the Application:
|
||||
|
||||
* (a) Both you and Zulip acknowledge that the Terms are concluded between you and
|
||||
Zulip only, and not with Apple, and that Apple is not responsible for the
|
||||
Application or the Content;
|
||||
* (b) The Application is licensed to you on a limited, non-exclusive,
|
||||
non-transferable, non-sublicensable basis, solely to be used in connection
|
||||
with the Services for your private, internal, personal use, subject to all
|
||||
the terms and conditions of these Terms as they are applicable to the
|
||||
Services;
|
||||
* (c) You will only use the Application in connection with an Apple device that you
|
||||
own or control;
|
||||
* (d) You acknowledge and agree that Apple has no obligation whatsoever to furnish
|
||||
any maintenance and support services with respect to the Application;
|
||||
* (e) In the event of any failure of the Application to conform to any applicable
|
||||
warranty, including those implied by law, you may notify Apple of such
|
||||
failure; upon notification, Apple’s sole warranty obligation to you will be
|
||||
to refund to you the purchase price, if any, of the Application;
|
||||
* (f) You acknowledge and agree that Zulip, and not Apple, is responsible for
|
||||
addressing any claims you or any third party may have in relation to the
|
||||
Application;
|
||||
* (g) You acknowledge and agree that, in the event of any third-party claim that
|
||||
the Application or your possession and use of the Application infringes that
|
||||
third party’s intellectual property rights, Zulip, and not Apple, will be
|
||||
responsible for the investigation, defense, settlement and discharge of any
|
||||
such infringement claim;
|
||||
* (h) You represent and warrant that you are not located in a country subject to a
|
||||
U.S. Government embargo, or that has been designated by the U.S. Government
|
||||
as a “terrorist supporting” country, and that you are not listed on any U.S.
|
||||
Government list of prohibited or restricted parties;
|
||||
* (i) Both you and Zulip acknowledge and agree that, in your use of the
|
||||
Application, you will comply with any applicable third-party terms of
|
||||
agreement which may affect or be affected by such use; and
|
||||
* (j) Both you and Zulip acknowledge and agree that Apple and Apple’s subsidiaries
|
||||
are third-party beneficiaries of these Terms, and that upon your acceptance
|
||||
of these Terms, Apple will have the right (and will be deemed to have
|
||||
accepted the right) to enforce these Terms against you as the third-party
|
||||
beneficiary hereof.
|
||||
|
||||
## What else do I need to know?
|
||||
|
||||
*Warranty Disclaimer.* Zulip and its licensors, suppliers, partners, parent,
|
||||
subsidiaries or affiliated entities, and each of their respective officers,
|
||||
directors, members, employees, consultants, contract employees, representatives
|
||||
and agents, and each of their respective successors and assigns (Zulip and all
|
||||
such parties together, the “Zulip Parties”) make no representations or
|
||||
warranties concerning the Services, including without limitation regarding any
|
||||
Content contained in or accessed through the Services, and the Zulip Parties
|
||||
will not be responsible or liable for the accuracy, copyright compliance,
|
||||
legality, or decency of material contained in or accessed through the Services
|
||||
or any claims, actions, suits, procedures, costs, expenses, damages or
|
||||
liabilities arising out of use of, or in any way related to your participation
|
||||
in, the Services. The Zulip Parties make no representations or warranties
|
||||
regarding suggestions or recommendations of services or products offered or
|
||||
purchased through or in connection with the Services. THE SERVICES AND CONTENT
|
||||
ARE PROVIDED BY ZULIP (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS,
|
||||
WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
|
||||
LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
|
||||
PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR
|
||||
ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY
|
||||
LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
|
||||
|
||||
*Limitation of Liability*. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW,
|
||||
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION,
|
||||
TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ZULIP PARTIES
|
||||
BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL,
|
||||
INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR
|
||||
LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK
|
||||
STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY
|
||||
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN
|
||||
EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID
|
||||
AND/OR PAYABLE BY YOU TO ZULIP IN CONNECTION WITH THE SERVICES IN THE TWELVE
|
||||
(12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR
|
||||
REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
|
||||
INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION
|
||||
AND EXCLUSIONS MAY NOT APPLY TO YOU.
|
||||
|
||||
*Indemnity*. To the fullest extent allowed by applicable law, you agree to
|
||||
indemnify and hold the Zulip Parties harmless from and against any and all
|
||||
claims, liabilities, damages (actual and consequential), losses and expenses
|
||||
(including attorneys’ fees) arising from or in any way related to any claims
|
||||
relating to (a) your use of the Services (including any actions taken by a third
|
||||
party using your account), and (b) your violation of these Terms.
|
||||
|
||||
*Assignment*. You may not assign, delegate or transfer these Terms or your
|
||||
rights or obligations hereunder, or your Services account, in any way (by
|
||||
operation of law or otherwise) without Zulip's prior written consent. We may
|
||||
transfer, assign, or delegate these Terms and our rights and obligations without
|
||||
consent.
|
||||
|
||||
*Choice of Law*. These Terms are governed by and will be construed under the
|
||||
Federal Arbitration Act, applicable federal law, and the laws of the State of
|
||||
California, without regard to the conflicts of laws provisions thereof.
|
||||
|
||||
*Arbitration Agreement.* Please read the following ARBITRATION AGREEMENT
|
||||
carefully because it requires you to arbitrate certain disputes and claims with
|
||||
Zulip and limits the manner in which you can seek relief from Zulip. Both you
|
||||
and Zulip acknowledge and agree that for the purposes of any dispute arising out
|
||||
of or relating to the subject matter of these Terms, Zulip's officers,
|
||||
directors, employees and independent contractors (“Personnel”) are third-party
|
||||
beneficiaries of these Terms, and that upon your acceptance of these Terms,
|
||||
Personnel will have the right (and will be deemed to have accepted the right) to
|
||||
enforce these Terms against you as the third-party beneficiary hereof.
|
||||
|
||||
* (a) *Arbitration Rules; Applicability of Arbitration Agreement*. The parties
|
||||
shall use their best efforts to settle any dispute, claim, question, or
|
||||
disagreement arising out of or relating to the subject matter of these Terms
|
||||
directly through good-faith negotiations, which shall be a precondition to
|
||||
either party initiating arbitration. If such negotiations do not resolve the
|
||||
dispute, it shall be finally settled by binding arbitration in San Francisco
|
||||
County, California. The arbitration will proceed in the English language, in
|
||||
accordance with the JAMS Streamlined Arbitration Rules and Procedures (the
|
||||
“Rules”) then in effect, by one commercial arbitrator with substantial
|
||||
experience in resolving intellectual property and commercial contract
|
||||
disputes. The arbitrator shall be selected from the appropriate list of JAMS
|
||||
arbitrators in accordance with such Rules. Judgment upon the award rendered by
|
||||
such arbitrator may be entered in any court of competent jurisdiction.
|
||||
|
||||
* (b) *Costs of Arbitration*. The Rules will govern payment of all arbitration
|
||||
fees. Zulip will pay all arbitration fees for claims less than seventy-five
|
||||
thousand ($75,000) dollars. Zulip will not seek its attorneys’ fees and costs
|
||||
in arbitration unless the arbitrator determines that your claim is frivolous.
|
||||
|
||||
* (c) *Small Claims Court; Infringement*. Either you or Zulip may assert claims,
|
||||
if they qualify, in small claims court in San Francisco County, California or
|
||||
any United States county where you live or work. Furthermore, notwithstanding
|
||||
the foregoing obligation to arbitrate disputes, each party shall have the
|
||||
right to pursue injunctive or other equitable relief at any time, from any
|
||||
court of competent jurisdiction, to prevent the actual or threatened
|
||||
infringement, misappropriation or violation of a party's copyrights,
|
||||
trademarks, trade secrets, patents or other intellectual property rights.
|
||||
|
||||
* (d) *Waiver of Jury Trial*. YOU AND ZULIP WAIVE ANY CONSTITUTIONAL AND
|
||||
STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY.
|
||||
You and Zulip are instead choosing to have claims and disputes resolved by
|
||||
arbitration. Arbitration procedures are typically more limited, more
|
||||
efficient, and less costly than rules applicable in court and are subject to
|
||||
very limited review by a court. In any litigation between you and Zulip over
|
||||
whether to vacate or enforce an arbitration award, YOU AND ZULIP WAIVE ALL
|
||||
RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a
|
||||
judge.
|
||||
|
||||
* (e) *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. CLAIMS OF MORE THAN ONE CUSTOMER OR
|
||||
USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF
|
||||
ANY OTHER CUSTOMER OR USER. If however, this waiver of class or consolidated
|
||||
actions is deemed invalid or unenforceable, neither you nor Zulip is entitled
|
||||
to arbitration; instead all claims and disputes will be resolved in a court as
|
||||
set forth in (g) below.
|
||||
|
||||
* (f) *Opt-out*. You have the right to opt out of the provisions of this
|
||||
Arbitration Agreement by sending written notice of your decision to opt out to
|
||||
the following address: 584 Castro St #3175, San Francisco, CA 94114 postmarked
|
||||
within thirty (30) days of first accepting these Terms. You must include (i)
|
||||
your name and residence address, (ii) the email address and/or telephone
|
||||
number associated with your account, and (iii) a clear statement that you want
|
||||
to opt out of these Terms’ arbitration agreement.
|
||||
|
||||
* (g) *Exclusive Venue*. If you send the opt-out notice in (f), and/or in any
|
||||
circumstances where the foregoing arbitration agreement permits either you or
|
||||
Zulip to litigate any dispute arising out of or relating to the subject matter
|
||||
of these Terms in court, then the foregoing arbitration agreement will not
|
||||
apply to either party, and both you and Zulip agree that any judicial
|
||||
proceeding (other than small claims actions) will be brought in the state or
|
||||
federal courts located in, respectively, San Francisco County, California, or
|
||||
the federal district in which that county falls.
|
||||
|
||||
* (h) *Severability*. If the prohibition against class actions and other claims
|
||||
brought on behalf of third parties contained above is found to be
|
||||
unenforceable, then all of the preceding language in this Arbitration
|
||||
Agreement section will be null and void. This arbitration agreement will
|
||||
survive the termination of your relationship with Zulip.
|
||||
|
||||
*Miscellaneous*. You will be responsible for paying, withholding, filing, and
|
||||
reporting all taxes, duties, and other governmental assessments associated with
|
||||
your activity in connection with the Services, provided that Zulip may, in its
|
||||
sole discretion, do any of the foregoing on your behalf or for itself as it sees
|
||||
fit. The failure of either you or us to exercise, in any way, any right herein
|
||||
shall not be deemed a waiver of any further rights hereunder. If any provision
|
||||
of these Terms are found to be unenforceable or invalid, that provision will be
|
||||
limited or eliminated, to the minimum extent necessary, so that these Terms
|
||||
shall otherwise remain in full force and effect and enforceable. You and Zulip
|
||||
agree that these Terms are the complete and exclusive statement of the mutual
|
||||
understanding between you and Zulip, and that these Terms supersede and cancel
|
||||
all previous written and oral agreements, communications and other
|
||||
understandings relating to the subject matter of these Terms. You hereby
|
||||
acknowledge and agree that neither these Terms nor your use of the Services
|
||||
makes you an employee, agent, partner, or joint venture of Zulip, and you do not
|
||||
have any authority of any kind to bind Zulip in any respect whatsoever.
|
||||
|
||||
Except as expressly set forth in the sections above regarding the Apple
|
||||
Application and the arbitration agreement, you and Zulip agree there are no
|
||||
third-party beneficiaries intended under these Terms.
|
||||
Reference in New Issue
Block a user