2. Business Terms of Service

1. General Terms of Service

Last Updated: May 19, 2016

 

These Terms of Service (these “Terms”) are entered into between Zipcard, Inc. a Delaware corporation (“ZipCard” or “we” or “us”), and you (“you”). These Terms govern your access to and use of the WeLocals.com website, the zipcarded.com website, the myzipcard.com website, the zipcard.nyc website and ZipCard’s other websites and mobile applications that link to or reference these Terms (collectively, the “Site”), and the services, features, content and applications accessed through the Site (collectively with the Site, the “Service”).

 

1. ACCEPTANCE OF TERMS

 

1.1 You accept these Terms by either (1) clicking to agree or accept where these options are presented to you, or (2) accessing or using the Service. If you do not agree to these Terms, do not use the Service.

1.2 Your use of the Service is also governed by our Privacy Policy, and all other operating rules, policies and procedures that may be published from time to time on the Service by us, each of which is incorporated into these Terms by this reference and each of which may be updated by us from time to time without notice to you in accordance with the terms set out under the "Modification to Terms" section below.

1.3 In addition, some services offered through the Service may be subject to additional terms and conditions specified by us from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference. For example, the use of the Service by a business or other entity to list its business and offer the goods and/or services of its business on the Service (a “Business Listing”) is subject to the Authorized Business Terms of Service.

1.4 These Terms apply to all users of the Service, including, without limitation, users who browse the Service; users who participate as members in the Service’s loyalty reward program (each, a “Member”); and businesses and other entities (each, a “Business”) that offer their goods and/or services as participating businesses in the Service’s loyalty reward program.

1.5 We may make changes to these Terms from time to time. We may post such modified Terms on the Service or communicate modifications by email or text messages. Your continued use of the Service following the posting or communication of such changes constitutes your acceptance of any such changes. If you do not agree with these Terms, or any modified versions thereof, you may not use the Service.

1.6 We may discontinue, change, or suspend any aspect of the Service at any time with no liability, monetary or otherwise, to you, which may result in the forfeiture and destruction of all information associated with your account, and the rewards and discounts in your account.

1.7 We may provide you with notices by posting such notices on the Service or by email, text messages or other means.

1.8 These Terms may be available in multiple languages on the Site; in the case of a conflict between any other language version and the English language version, the English language version shall always control.

 

2. CONTENT

 

2.1 As used in these Terms, the following terms have the following meanings:  "Content" means text, articles, photographs, images, illustrations, audio clips, video clips, graphics, sound, music, text, demonstration programs, downloadable items, software and underlying code, and all other forms of data or communication. "Your Content" means Content that you submit or transmit to, through, or in connection with the Service, such as ratings, reviews, messages (including communications with other users of the Service through the User Forum), information about your Business (if you are using the Service to maintain a Business Listing) and information that you publicly display or displayed in your account profile. Your Content includes any Content submitted or transmitted by you and subsequently edited or otherwise modified by us. "User Content" means Content that Members or Businesses submit or transmit to, through, or in connection with the Service. "Our Content" means Content that we create and make available in connection with the Service. "Third Party Content" means Content that originates from parties other than us, Members or Businesses, which is made available in connection with the Service. "Site Content" means all of the Content that is made available in connection with the Service, including Your Content, User Content, Third Party Content, and Our Content.

2.2 You alone are responsible for Your Content, and once published, it cannot always be withdrawn. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. You represent that you own, or have the necessary permissions to use and authorize the use of, Your Content as described herein. You may not imply that Your Content is in any way sponsored or endorsed by us.

2.3 You may expose yourself to liability if, for example, Your Content contains material that is false, intentionally misleading, or defamatory; violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; contains material that is unlawful, including illegal hate speech or pornography; exploits or otherwise harms minors; or violates or advocates the violation of any law or regulation.

2.4 We may use Your Content in a number of different ways, including publicly displaying it, editing it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, distributing it, and allowing others to do the same in connection with their own websites and media platforms ("Other Media"). As such, you hereby irrevocably grant us worldwide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose, including without limitation the rights to use, copy, publicly perform and display, reproduce, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. Please note that you also irrevocably grant the users of the Service and any Other Media the right to access Your Content in connection with their use of the Service and any Other Media. Finally, you irrevocably waive, and cause to be waived, against us and users of the Service any claims and assertions of moral rights or attribution with respect to Your Content.

2.5  As between you and us, you own Your Content. We own Our Content, including without limitation visual interfaces, interactive features, graphics, design, compilation, computer code, products, software, and all other elements and components of the Service, excluding Your Content, User Content and Third Party Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with Our Content and the Service, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, you may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of Our Content in whole or in part except as expressly authorized by us. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Service, and Our Content are retained by us.

2.6 We and our licensees may publicly display advertisements and other information adjacent to or included with Your Content. You are not entitled to any compensation for such advertisements. The manner, mode and extent of such advertising are subject to change without specific notice to you.

2.7 User Content (including Content that may have been created by users employed or contracted by us) does not necessarily reflect our opinions. We reserve the right to remove, screen, edit, or reinstate User Content from time to time at our sole discretion for any reason or no reason, and without notice to you. However, we do not assume responsibility for controlling or editing any Content, and we have no obligation to remove inappropriate or unlawful Content. We also have no obligation to retain or provide you with copies of Your Content, nor do we guarantee any confidentiality with respect to Your Content.

 

3. REGISTRATION AND ELIGIBILITY TO USE THE SERVICE

 

3.1 To use the Service as a Member, you must be 18 years or older and have the requisite power and authority to enter into these Terms. If you are registering on behalf of an entity, you represent and warrant that you have the authority to bind the entity to these Terms. Registration for and use of the Service and its features is void where prohibited.

3.2 You may browse the Service and view Content without registering an account with us, but as a condition to using some of the features of the Service you must create an account and provide certain information about yourself. You are responsible for providing us with current, complete and accurate information and updating your account as necessary to keep it current. You choose an account password during registration. You can change your password through the account management feature of the Service. You are responsible for maintaining the confidentiality of your password. You may have only one account, and may not share your account with any other person.

3.3 You are responsible for all activities that occur in connection with your account, including any activities by employees or third party users of your account, whether or not authorized by you to use your account. You agree that we will not be liable for any loss that you may incur as a result of someone else using your user name or password, either with or without your knowledge. However, you could be held liable for losses incurred by us due to someone else using your user name or password.

3.4 In connection with your account, you agree:

  • not to use or create any account for anyone other than yourself without such person's permission;
  • not to impersonate any other person or business;
  • not to use a user name that is a name that is offensive, vulgar or obscene or otherwise unlawful; and
  • to notify us immediately of any unauthorized use of your account

 

3.5 We reserve the right to change our eligibility requirements at any time in our sole discretion.

 

4. PAID MEMBERSHIPS

 

4.1 Certain features of the Service require the purchase of a paid membership (“Paid Memberships”). We may offer different levels of Paid Memberships, with different features, as described within the Service, and we may change the membership charges for Paid Memberships from time to time. If you choose to use a Paid Membership, you agree to pay the membership charges in effect from time to time and in accordance with the applicable payment terms.

4.2 Paid Memberships are subject to payment of annual membership dues. Membership dues are non-refundable and will not be pro-rated in the event of early termination.  By registering for a Paid Membership, you agree to have your membership dues automatically debited annually. If you do not wish to renew your Paid Membership at the end of the current membership period, it is your responsibility to terminate the Paid Membership before the recurring billing date. In the event that we discontinue the Service, or any portion thereof, any unused portion of your membership dues will not be refunded.

4.3 We may make available to you various payment processing methods to facilitate your use of Paid Memberships, including our use of a third-party payment processor (the “Payment Processor”). The processing of payments by our Payment Processor will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for any errors by the Payment Processor. You authorize us, directly or 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. You agree that we reserve the right to add or remove payment processing methods at our sole discretion and without notice to you. If your Payment Method fails or your account is past due, we may collect past due amounts using other collection mechanisms, and you agree to pay all expenses associated with such collection, including reasonable attorneys' fees.

 

5. SERVICE FEATURES APPLICABLE TO MEMBERS

 

5.1 The Service allows Members to participate in loyalty-based offers, discounts, rewards and promotional advertising content from participating Businesses. The following is a brief description of some of these loyalty-based features; be sure to review the more detailed and up-to-date descriptions made available within the Service.

  • A “Zip” is a single zip code area from among the zip code areas for which the Service is available.
  • “Store Offers” are offers and discounts made available by Businesses.
  • “Store Points” are points issued by a Business and earned by you based on your purchases of products or services of that Businesses. When you have reached the requisite number of Store Points, you can then redeem your Store Points with that Business for discounts on purchases. Store Points are automatically deducted from your account as they are used by you.
  • “Store Vouchers” are vouchers that you can buy using your Local Coins (see below), and that you can then redeem in order to receive discounts on purchases at participating Businesses. Store Vouchers are Business-specific (only available for redemption with a specific Business). Store Vouchers are valid for one year from the date they are created.
  • “Local Bucks” are vouchers that you can also buy using your Local Coins, and that you can then redeem in order to receive discounts on purchases at participating Businesses. Local Bucks differ from Store Vouchers in that they are available for redemption with any participating Business. Like Store Vouchers, Local Bucks are valid for one year from the date they are created.
  • “Local Coins” are points you earn each time you register a qualifying purchase with a Business.

 

5.2 In order to take advantage of Store Offers, Store Points, Store Vouchers, Local Bucks and Local Coins (that is, in order to earn or redeem them, as applicable), you must (a) elect to participate in the loyalty program of the applicable Business by either accepting an initial introductory offer by that Business, or clicking to participate in the loyalty program of that Business where this option is presented to you, and (b) register each purchase with that Business through your use of the Service. There may be a delay between your qualifying purchase and the credit of Store Points or Local Coins to your account, since we will not issue credits until we have received the relevant purchase information. We are not responsible for the failure or delay of a Business to provide us with the necessary information to credit Store Points or Local Coins to you. In the event that you return a purchased item, the Store Points or Local Coins you earned on that purchase may be voided.

5.3 In order to register a purchase made through your use of the Service, you need to both register the purchase through the Service and have the purchase validated by the Business. In addition, you also need to satisfy all system requirements for registering purchases, including using a Bluetooth compatible device with Bluetooth turned on.

5.4 Your use of Store Offers and Store Points is subject to the specific terms of the loyalty reward program of the applicable Business, and may be changed or discontinued at that Business’ discretion. That Business bears full responsibility for all matters related to its loyalty reward program, including the number of Store Points you earn on purchases, the number of Store Points required for a given discount or reward, the terms of the particular discount or reward, and the fulfillment of the discount or reward. Any dispute regarding your participation in a Business’ loyalty reward program is solely between you and that Business.

5.5 The number of Local Coins you earn on purchases, and the number of Local Coins required for the purchase of a Store Vouchers or Local Bucks, are determined by ZipCard. Each relevant Business bears full responsibility for the fulfillment of Store Vouchers and Local Bucks. Any dispute regarding the fulfillment of Store Vouchers or Local Bucks by a Business  is solely between you and that Business.

5.6 Store Points and Local Coins have no cash value and cannot be redeemed for cash or any other monetary value or currency. Store Points and Local Coins are not your property. Store Points and Local Coins exist at our sole discretion as part of a loyalty reward program. Store Points and Local Coins may not be assigned, transferred or pledged to any third party, and may not be transferred by operation of law, such as by inheritance, in bankruptcy or in connection with a divorce.

5.7 By electing to participate in the loyalty reward programs of one or more Businesses, you thereby authorize us to share your account information and purchase and redemption activity with those Businesses. You also thereby authorize us to deliver to you special offers, discounts, rewards, and push notifications from those Businesses. You have the right to “opt-out” of (unsubscribe to) those communications from Businesses. Those selected Businesses bear full responsibility for all matters related to the special offers, discounts, rewards, push notifications and other User Content that you receive and for fulfilling their obligations thereunder. Any disputes regarding your use of such offers, discounts or rewards is solely between you and that Business.

5.8 Your use of the Service will allow us to monitor your usage and your location data in order to identify, generate and show you targeted promotions. You will automatically receive promotions, news, notices and announcements from us. You have the right to “opt-out” of (unsubscribe to) those communications from us.

5.9 In the event that a Business goes out of business or terminates its participation in the Service, or in the event that we terminate or suspend a Business’ participation in the Service, then you will lose any Store Offers, Store Points, Store Vouchers and Local Bucks associated with that Business.  This may happen without prior notice to you.

5.10 Your account allows you to participate in no more than two Zips at any given time. If you choose to add a new Zip, your Local Coins will remain available for use in the new Zip. If you terminate your participation in a given Zip (in order to participate in a new Zip, or for any other reason), then you lose any Store Offers, Store Points or Store Vouchers associated with Businesses in the terminated Zip.

5.11 You may only possess one Store Voucher for any given Business at a given time.

5.12 If you use Local Coins to purchase a Store Voucher and the Store Voucher ceases to be valid before it has been used, you may contact us to request a refund to your account of the Local Coins used to purchase that Store Voucher.

 

6. RESTRICTIONS

 

6.1 As a condition to your use of the Service, you agree not to (whether in connection with Your Content or otherwise), and will not assist, encourage, or enable others to, use the Service to:

  • upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service that (a) you know is false, misleading, untruthful or inaccurate, or (b) is obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion;
  • violate any third party's rights, including any breach of confidence, copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
  • threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
  • promote a business or other commercial venture or event, or otherwise use the Service for commercial purposes, except in connection with a Business Listing that complies with the Authorized Business Terms of Service;
  • send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the Service's search results or any third party website;
  • solicit personal information from minors, or submit or transmit pornography;
  • violate any applicable law;
  • violate these Terms or any other applicable terms of the Service;
  • modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Service or Site Content (other than Your Content), except as expressly authorized by us;
  • use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of the Service or any Site Content;
  • reverse engineer any portion of the Service;
  • remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the Service or on any materials printed or copied from the Service;
  • record, process, or mine information about other users;
  • reformat or frame any portion of the Service;
  • take any action that imposes, or may impose, in our sole discretion, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the Service;
  • attempt to gain unauthorized access to the Service, user accounts, computer systems or networks connected to the Service through hacking, password mining or any other means;
  • use the Service or any Site Content to transmit any computer viruses, worms, defects, Trojan horses or other items of a destructive nature (collectively, "Viruses");
  • use any device, software or routine that interferes with the proper working of the Service, or otherwise attempt to interfere with the proper working of the Service;
  • use the Service to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the Service or Site Content; or
  • remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of Site Content, or features that enforce limitations on the use of the Service.

 

7. SPONSORED  EVENTS

 

7.1 From time to time, we may co-organize and/or co-sponsor social gatherings at the premises of selected Businesses (“Local Mixers”), or co-organize or co-sponsor walking tours, openings, professional service providers, or other social or educational gatherings or events (“Neighborhood Happenings”) that are open to some or all Members and in some cases to guests of Members or other third parties (collectively, “Sponsored Events”).

7.2 While we co-organize and/or co-sponsor Sponsored Events, we in many cases have only limited information about, or control over, the identity or actions of the participants, presenters or other parties present at such events. In addition, unless we expressly state so, we do not endorse the specific actions of such participants, presenters or other parties, or their legality or appropriateness. If you choose to attend Sponsored Events, you are responsible for taking precautions as necessary to protect yourself from any harm, damage or loss caused in connection with your participation in those events, and we request that you exercise caution and good judgment in connection with such participation.

 

8. LINKS

 

8.1 The Service may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Site. We have not reviewed, and cannot review, the content, functions, or services made available through those third-party websites, services or resources. We do not have any control over those third-party websites, services or resources, and are not responsible for their contents or the accuracy, legality, appropriateness or any other aspect of those websites, services or resources. The inclusion of any such link does not imply endorsement by us of those websites, services or resources. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. We disclaim any responsibility for any damage or loss caused by or in connection with your visits to those websites, services or resources or your use of or reliance on any content, goods or services available on or through those websites, services or resources.

 

9. IDEA SUBMISSIONS

 

9.1 Our policy is to not accept unsolicited ideas, suggestions, documents or proposals about marketing, advertising, product or service concepts or improvements, or any other matters (“Feedback”). If you do send us Feedback, you agree that your Feedback will be treated as non-proprietary and non-confidential and becomes our property and may or may not be used by us for any purpose without compensation to you.

 

10. DISCLAIMER OF WARRANTIES

 

10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE MAY NOT MONITOR, CONTROL, OR VET USER CONTENT. WE MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. ACCORDINGLY, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES, OR FROM YOUR RELIANCE ON THE QUALITY, ACCURACY, OR RELIABILITY OF ANY BUSINESS LISTINGS, ANY SPONSORED EVENTS, OR ANY OTHER INFORMATION FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.

10.3 WE MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES OR ADVERTISERS LISTED ON THE SERVICE, THE SERVICE'S USERS, OR ANY ORGANIZATIONS, GROUPS, OR EVENTS PROMOTED THROUGH SPONSORED EVENTS. ACCORDINGLY, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES OR ADVERTISERS LISTED OR FEATURED ON THE SERVICE OR WITH ONE OF THE ORGANIZATIONS, GROUPS, OR EVENTS PROMOTED THROUGH SPONSORED EVENTS. YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED OR ADVERTISED BY BUSINESSES OR OTHER THIRD PARTIES THROUGH THE SERVICE IS AT YOUR OWN DISCRETION AND RISK. WE HAVE NO RESPONSIBILITY FOR THE DELIVERY, STANDARD, QUALITY, SAFETY, USE, SUITABILITY OR ANY OTHER ASPECT OF ANY GOODS OR SERVICES ORDERED OR PURCHASED THROUGH THE SERVICE.

10.4 YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA, OR ANY OTHER LOSSES OR LIABILITIES, THAT RESULT FROM SUCH USE.

10.5 YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

10.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SERVICE.

 

11. INDEMNIFICATION

 

11.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless ZipCard, its affiliates and their respective directors, officers, employees and agents from and against any and losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of third party claims, actions, suits or proceedings related to (i) your access to or use of the Service, (ii) your breach of these Terms, (iii) any products or services purchased or obtained by you in connection with the Service, (iv) your participation in the activities of Sponsored Events  or (v) the infringement by you of any intellectual property or other right of any person or entity (except to the extent that a court of competent jurisdiction holds that such infringement claim arose due to our act or omission) or (vi) the commission of any of the actions described in clause (i) through (v) by any third party using your account. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

12. LIMITATION OF LIABILITY

 

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE SERVICE, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. IN THE EVENT THAT YOUR JURISDICTION DOES NOT ALLOW THE FOREGOING LIMITATION OF DAMAGES, OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED $50.

 

13. TERMINATION

 

13.1 You can terminate your account or a Paid Membership at any time. Paid Memberships payments are non-refundable and will not be prorated due to early termination. To terminate your account or a Paid Membership, send an e-mail to: accounts@welocals.com. In addition, if you do not use your account over a continuous one-year period, we may cancel your account. If your account is cancelled, any Store Points, Store Vouchers, Local Bucks, Local Coins or other rewards or discounts in your account will immediately be cancelled.

13.2 We may terminate your access to or use of all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your account, and the rewards and discounts in your account.

 

14. GOVERNING LAW; VENUE

 

14.1 These Terms shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to its conflict of law provisions. You and we agree to submit to the personal and exclusive jurisdiction of the federal and state courts located within New York County, in the State of New York, for the resolution of any disputes arising out of or relating to these Terms.

 

15. EXPORT RESTRICTIONS; TAX LAWS

 

15.1 The Service may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.

15.2 You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of the Service, and that the reporting and payment of any such applicable taxes are your responsibility.

 

16. SEVERABILITY

 

16.1 If any provision of these Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.

 

17. WAIVER

 

17.1 No waiver of any of these provisions shall be deemed a further or continuing waiver of such provision or any other provision.

 

18. FORCE MAJEURE

 

18.1 ZipCard is not liable for failure or delay in performing an obligation under these Terms that is due to causes beyond its control, such as natural catastrophes, governmental acts or omissions, labor strikes or difficulties, computer viruses, war, transportation stoppages or slowdowns, or the inability to procure Content, information, or services.

 

19. COMPLETE AGREEMENT

 

19.1 These Terms, any other written terms you may have entered into with us regarding specific services, and our Privacy Policy, constitute the whole legal agreement between you and us and govern your use of the Site and the Service, and completely replace any prior agreements between you and us in relation to the Site and the Service.

 

20. OFFICIAL CORRESPONDENCE; DMCA NOTICE

 

20.1 Official correspondence must be sent via postal mail to:

 

Zipcard, Inc.

(917) 721-8449

85 Delancey Street, Suite 67

New York, NY 10002

 

20.2 We comply with the Digital Millennium Copyright Act ("DMCA").  We encourage users to report an alleged copyright infringement involving a user by sending a notice that complies with the DMCA to us at: ZipCard, 85 Delancey Street, Suite 67, New York, NY 10002 or by e-mail at help@welocals.com.

 

21. ASSIGNMENT

 

21.1 We may assign or transfer these Terms at any time. You may not assign or transfer these Terms, or any of your rights or obligations, without our prior written consent, which we can refuse in our sole discretion.

 

22. RELATIONSHIP OF THE PARTIES

 

22.1 No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms or your use of the Site or the Service.

 

 

 

2. Business Terms of Service

Last Updated:  May 19, 2016

 

These Authorized Business Terms of Service (these “Terms”) are entered into between ZipCard, Inc., a Delaware corporation (“ZipCard” or “we” or “us”), and you (“you”). These Terms apply to businesses and other entities (each, a “Business”) that list their Business (a “Business Listing”) and offer the goods and/or services of their Business on the Service (defined below) to users who participate as members in the Service’s loyalty reward program (each, a “Member”). These Terms set forth the legally binding terms and conditions for your use of the Service for the purpose of maintaining a Business Listing and using other features of the Service made available to Businesses. By registering a Business Listing with the Service, you agree to be bound by these Terms.

 

The “Site” refers, collectively, to the WeLocals.com website, the zipcarded.com  website, the myzipcard.com website, the zipcard.nyc website and ZipCard’s other websites and mobile applications that link to or reference these Terms.  The “Service” refers, collectively, to the Site and the services, features, content and applications accessed through the Site.

 

1. Acceptance of Terms

 

1.1 You accept these Terms by either (1) clicking to agree or accept where these options are presented to you, or (2) accessing or using the Service. If you do not agree to these Terms, do not use the Service.

1.2 Your use of the Service is also governed by the Terms of Service applicable to all users who access or use the Service for any purpose (the “General Terms of Service”), our Privacy Policy, and all other operating rules, policies and procedures that may be published from time to time on the Service by us, each of which is incorporated into these Terms by this reference and each of which may be updated by us from time to time without notice to you in accordance with the terms set out under the "Modification to Terms" section below. In addition, some services offered through the Service may be subject to additional terms and conditions specified by us from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

 

2. Registration and Eligibility to Maintain a Business Listing on the Service

 

2.1 The Service allows you to edit and correct your Business Listing within the Service; view analytics on Members’ usage of the Service at your Business; provide special offers, made available through the Service, to Members who choose to redeem such offers; and use other features of the Service made available to Businesses.

2.2 In order to maintain a Business Listing on the Service, a Business must be invited and/or approved by us and complete the applicable registration process. To be eligible to maintain a Business Listing on the Service, you must be a Neighborhood Business. A “Neighborhood Business” is a  business that, in our judgment, is independently owned and operated and either (a) does not have characteristics of a chain, franchise or formula business, or (b) if it does have some such characteristics, nonetheless operates on a sufficiently small scale in terms of its size or geographical region served. We reserve the right to refuse to approve an application to register a Business that we determine is not a Neighborhood Business, and to terminate a Business Listing for a Business that ceases to be a Neighborhood Business. We also reserve the right, in our sole discretion, to refuse to approve any Business for any reason and to change our eligibility requirements at any time.

2.3 You must complete the registration process by providing us with current, complete and accurate information and updating your account as necessary to keep it current. We will use the contact and other information you provide to verify your identity and you hereby consent to our contacting you directly or through automated means to do so. You are responsible for maintaining the confidentiality of your account password. You are also responsible for all activity that occurs in connection with your account. You may not share your account with any other Business or person. If you are registering as a business entity, you represent and warrant that you have the authority to bind the entity to these Terms.

2.4 In connection with your account, you agree:

  • to participate only in the single Zip (as defined in the General Terms of Service) within which your Business is physically located;
  • not to register multiple accounts for the same location;
  • in the event your Business has multiple locations in the same Zip and you wish to list each location on the Service, to register a separate account for each location;
  • not to use or create an account for any other Business or without being authorized to do so;
  • not to impersonate any other person or business;
  • not to use a user name that is a name that is offensive, vulgar or obscene or otherwise unlawful; and
  • to notify us immediately of any unauthorized use of your account.

2.5 You represent and warrant that (a) your use of the Service to maintain a Business Listing will not violate the advertising restrictions of any regulatory agency, or any other applicable law with respect to advertising your Business and (b) you are registered for sales and use tax collection purposes in all jurisdictions in which the goods and services of your Business will be provided.

 

3. Service Features Applicable to Businesses

 

3.1 In order to facilitate your and Members’ participation in the Service (that is, permitting Members to earn and redeem Store Offers, Store Points, Store Vouchers, Local Bucks and Local Coins, and allowing us to calculate your monthly charges for participating in the Service), you agree to validate each purchase made by a Member through their use of the Service by providing a QR code for the Member to scan.

3.2 Registration of purchases made through the Service requires transmission of location and time data from an iBeacon-compatible hardware transmitter (an “iBeacon”) to an application installed on Members’ mobile devices. You hereby authorize us to (a) install of one or more iBeacons on your business premises and (b) operate such iBeacons for purposes of facilitating your and Members’ participation in the Service. You agree that we retain all ownership rights in installed iBeacons. In addition, you agree to (a) monitor installed iBeacons in order to ensure they are functioning as intended and (b) promptly notify us if you become aware that installed iBeacons cease to function as intended due to damage, expired batteries, or other malfunction.

 

4. Payment Processing

 

4.1 By choosing to use the Service to maintain a Business Listing, you agree to pay us all charges at the prices then in effect for such use of the Service in accordance with the applicable payment terms described within the Service. When you register your Business, you may elect to make payments in cash or in kind. At the beginning of each month, (a) we will invoice you for the charges incurred for the preceding month (b), if you have elected to pay in cash (“Cash Payments”), we will automatically debit your Cash Payments from your account, and (c) if you have elected to pay in kind (“In-Kind Payments”), we will create Store Vouchers (as defined in the General Terms of Service) available for redemption with your Business, which Store Vouchers we may then distribute to Members at our sole discretion but subject to the payment terms described within the Service. For In-Kind Payments, we reserve the right to create Store Vouchers with up to twice the dollar value of the equivalent Cash Payments. If you have not elected either Cash Payments or In-Kind Payments, then we will charge you based on Cash Payments.

4.2 We may make available to you various payment processing methods to facilitate your payment of charges, including our use of a third-party payment processor (the “Payment Processor”). The processing of payments by our Payment Processor will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. We are not responsible for any errors by the Payment Processor. You authorize us, directly or 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. You agree that we reserve the right to add or remove payment processing methods at our sole discretion and without notice to you. If your Payment Method fails or your account is past due, we may collect past due amounts using other collection mechanisms, and you agree to pay all expenses associated with such collection, including reasonable attorneys' fees.

 

5. Content

 

5.1 You agree that any content that you submit or transmit to, through, or in connection with your use of the Service to maintain a Business Listing (a) will constitute “Your Content,” as such term is defined in the General Terms of Service, and (b) will be subject to the terms and conditions with respect to “Your Content” as set forth in the General Terms of Service. We reserve the right to accept, reject or edit your submitted Content. However, we do not assume responsibility for controlling or editing any Content, and we have no obligation to remove inappropriate or unlawful Content. If we do edit your submitted content, it nonetheless remains “Your Content”. Please review the General Terms of Service for additional terms relating to your rights and obligations with respect to Your Content.

 

6. Your Use of Personal Information About Users

 

6.1 In connection with your use of the Service, you may obtain personal information about users of the Service who interact with your Business Listing. Without obtaining prior written permission from us or from the applicable user, you may only use such personal information to view the user’s interaction with your Business Listing, to complete transactions with the applicable user that are facilitated by the Service, and to deliver to users special offers and push notifications in accordance with the operating rules, policies and procedures that may be published from time to time on the Service. If a user exercises its right to “opt-out” of (unsubscribe to) from those special offers, discounts, rewards and push notifications, then you must comply with such opt-out request. You bear full responsibility for all matters related to the special offers, discounts, rewards, push notifications and other User Content that you deliver and for fulfilling your obligations thereunder. Any disputes regarding a user’s use of such offers, discounts or rewards is solely between you and that user.

6.2 You may not use or disclose personal information obtained about users of the Service for any purpose other than as described in Section 6.1 above. We have not granted you a license to use the information for unsolicited commercial messages. Without limiting the foregoing, without express consent from the user, you are not licensed to add any user of the Service to your email or physical mail list. You agree to take commercially reasonable steps, compliant with applicable laws, rules and regulations, to protect all such personal information from unauthorized use, disclosure or access by third parties.

 

7. Termination

 

7.1 We may terminate your Business Listing, or any other access to or use of any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your Business Listing. If you wish to terminate your Business Listing, you may do so by following the instructions on the Site.

7.2 Any fees paid hereunder will not be refunded in the event these Terms are terminated.

7.3 In the event that we or you terminate your Business Listing, you agree to accept for redemption any outstanding Store Vouchers specific your Business, for up to one year from the date they were created.

7.4 All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

 

8. Indemnification

 

8.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless ZipCard, its affiliates and their respective directors, officers, employees and agents from and against any and losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of third party claims, actions, suits or proceedings related to (a) your access to or use of the Service for the purpose of maintaining a Business Listing, (b) your breach of these Terms, (iii) your products or services or the provision thereof to users of the Service or (iv) the infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity (except to the extent that a court of competent jurisdiction holds that such infringement claim arose due to our act or omission). We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any such matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

 

9. Modifications to Terms

 

9.1 We may make changes to these Terms from time to time. We may post such modified Terms on the Service or communicate modifications by email or text messages. Your continued use of the Service following the posting or communication of such changes constitutes your acceptance of any such changes. If you do not agree with these Terms, or any modified versions thereof, you may not use the Service.

 

10. Translation

 

10.1 These Terms may be available in multiple languages on the Site; in the case of a conflict between any other language version and the English language version, the English language version shall always control.

 

11. Export Restrictions; Tax Laws

 

11.1 The Service may be subject to export controls or restrictions by the United States or other countries or territories. You agree to comply with all applicable U.S. and international export laws and regulations. These laws include restrictions on destinations, end users, and end use.

11.2 You agree to comply with any and all applicable tax laws, including the reporting and payment of any taxes arising in connection with your use of the Service, and that the reporting and payment of any such applicable taxes are your responsibility.

 

12. Disclaimer of Warranties

 

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE MAKE NO CLAIMS OR PROMISES ABOUT THE QUALITY, ACCURACY, OR RELIABILITY OF THE SERVICE, ITS SAFETY OR SECURITY, OR THE SITE CONTENT. FURTHERMORE, WE SPECIFICALLY DISCLAIM ALL WARRANTIES AND GUARANTEES REGARDING (I) THE PERFORMANCE, QUALITY, AND RESULTS OF YOUR BUSINESS LISTING, INCLUDING ANY USER TRAFFIC TO YOUR BUSINESS; (II) THE ACCURACY OF ANY INFORMATION OF METRICS THAT WE PROVIDE TO YOU IN CONNECTION WITH YOUR BUSINESS LISTING (E.G., TRAFFIC, VIEWS, VISITORS, USERS, DEMOGRAPHICS, AND BEHAVIORAL INFORMATION ABOUT VISITORS AND USERS). ACCORDINGLY, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE, FOR EXAMPLE, FROM THE SERVICE'S INOPERABILITY, UNAVAILABILITY OR SECURITY VULNERABILITIES OR FROM YOUR RELIANCE ON ANY INFORMATION FOUND ON, USED ON, OR MADE AVAILABLE THROUGH THE SERVICE.

12.3 WE MAKE NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS ADVERTISERS LISTED ON THE SERVICE, OR THE SERVICE'S USERS. ACCORDINGLY, WE ARE NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS OR OMISSIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER OR BUSINESS MISUSES YOUR CONTENT, IDENTITY OR PERSONAL INFORMATION.

12.4 YOUR USE OF THE SITE AND THE SERVICE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA, OR ANY OTHER LOSSES OR LIABILITIES, THAT RESULT FROM SUCH USE.

12.5 YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SERVICE OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE SERVICE.

12.6 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE SERVICE.

 

13. Limitation of Liability

 

13.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT WE SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (WHETHER CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE SERVICE, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT WE HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. IN THE EVENT THAT YOUR JURISDICTION DOES NOT ALLOW THE FOREGOING LIMITATION OF DAMAGES, OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION UNDER ANY THEORY OF LIABILITY SHALL NOT EXCEED $50.

 

14. General Legal Terms

 

14.1 These Terms, any other written terms you may have entered into with us regarding specific services, and our Privacy Policy, constitute the whole legal agreement between you and us and govern your use of the Site and the Service, and completely replace any prior agreements between you and us in relation to the Site and the Service.

14.2 We may provide you with notices, including those regarding changes to these Terms, by email, regular mail or communications through the Service.

14.3 You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms (or which we have the benefit of under any applicable law), this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us.

14.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from these Terms without affecting the rest of these Terms. The remaining provisions of these Terms will continue to be valid and enforceable.

14.5 We may assign or transfer these Terms at any time. You may not assign or transfer these Terms, or any of your rights or obligations, without our prior written consent, which we can refuse in our sole discretion.

14.6 These Terms and your relationship with us under these Terms shall be governed by the laws of the State of New York without regard to its conflict of laws provisions. You and we agree to submit to the exclusive jurisdiction of the state and federal courts located within New York County, in the State of New York, to resolve any legal matter arising from these Terms. Notwithstanding this, you agree that we shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

14.7 No agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by these Terms or your use of the Site or the Service.

 

 

 

 

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