The Services include our provision of, and your access and use of, the Company’s Website. Use of other products or services from ZeroWheel shall be governed by terms and conditions of Customer Agreements, as applicable. Use of the term “you” throughout these Terms refers to you, as a User or as a Customer, as applicable, unless otherwise specified as applying only to Users or only to Customers.
In order to access certain functionalities or features made available by the Company with our Services or with our products or other services, you may be required to become a Registered User. For purposes of the Terms, a “Registered User” is a User or Customer who has registered an account on the Website (“Account”).
Upon becoming a Registered User, you agree to (1) provide true, accurate, current and complete information about yourself as prompted by the registration form (the“Registration Data”); and (2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using the Website or Services (collectively, the “ZeroWheel Properties”) under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account as a Registered User. You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time.
You must provide all equipment, software and Internet access necessary to connect to the Services. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing or using Services
Except with respect to the information or data you submit through the Services, including as a Registered User, (collectively, “Your Data”), you agree that ZeroWheel and its suppliers own all rights, title and interest in ZeroWheel Properties. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Website, the Services, or ZeroWheel Properties.
Subject to any applicable account settings that you select, you grant ZeroWheel a fully paid, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right and license to use, distribute, and reproduce Your Data (in whole or in part) for the purposes of operating and providing the Services. Notwithstanding anything to the contrary, ZeroWheel shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, data derived from Your Data and from other services or products you use), and ZeroWheel will be free to (i) use such information and data to improve and enhance the Services, other services and products and for other development, diagnostic and corrective purposes in connection with the Services and other ZeroWheel offerings, and (ii) disclose such data solely in aggregate or other de-identified or anonymized form (such that neither you shall not in any way, directly or indirectly, be identifiable as the source of such data) in connection with its business, such as by publishing a report on trends in the usage of the Website and Services. No rights or licenses are granted except as expressly set forth herein. You agree that you, not ZeroWheel, are responsible for the content and correctness of all of Your Data that you provide or make available on or in ZeroWheel Properties.
You agree that submission of any ideas, concepts, recommendations, suggestions, criticisms, documents, and/or proposals you provide to ZeroWheel through its suggestion, feedback, wiki, forum or similar pages or through any other means (“Feedback”) is at your own risk and that all Feedback shall be solely and exclusively owned by ZeroWheel, without any obligation by ZeroWheel to compensate you, and you agree to execute any and all documents necessary to perfect ZeroWheel’s ownership of the intellectual property rights in such Feedback (at ZeroWheel’s expense). ZeroWheel owns all rights, title and interest in and to such Feedback without restriction and without payment or accounting to you. With respect to any Feedback, you may not use any such Feedback for any purpose absent the express written permission of ZeroWheel, which it may withhold in its absolute discretion. You represent and warrant that you have all rights necessary to submit or provide the Feedback as contemplated herein.
You agree that you will not, under any circumstances:
Impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
Attempt to access or use another user’s Account without authorization;
Create or use a false identity;
Intentionally or unintentionally violate any applicable local, state,national or international law or regulation, or any order of a court;
Stalk or otherwise harass any other user of our ZeroWheel Properties;
Intentionally or unintentionally violate any applicable local, state,national or international law or regulation, or any order of a court;
Interfere or attempt to interfere with the proper functioning of ZeroWheel Properties or connect to or use ZeroWheel Properties in any way not expressly permitted by the Terms;
Systematically retrieve data or other content from our ZeroWheel Properties to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation, database, directory or the like, whether by manual methods, through the use of bots, crawlers, spiders, or otherwise;
Use, display, mirror or frame ZeroWheel Properties, or any individual element within ZeroWheel Properties, ZeroWheel’s name, any ZeroWheel trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without ZeroWheel’s express written consent;
Use any unauthorized software that accesses, intercepts, “mines” or otherwise collects information from or through ZeroWheel Properties or that is in transit from or to ZeroWheel Properties, including, but not limited to, any software that reads areas of RAM or streams of network traffic used by ZeroWheel Properties;
Use, facilitate, create, or maintain any unauthorized connection to ZeroWheel Properties, including, but not limited to: (i) any connection to any unauthorized server that emulates, or attempts to emulate, any part of ZeroWheel Properties; or (ii) any connection using programs, tools or software not expressly approved by ZeroWheel;
Reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for any underlying software or other intellectual property used to provide ZeroWheel Properties, or to obtain any information from ZeroWheel Properties; or
Upload, post, e-mail, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
Please refer to your Customer Agreement for information on any fees, costs, or other amounts owed separately to ZeroWheel by Customers with respect to product purchases or other services not included in the Services.
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ZEROWHEEL PROPERTIES IS AT YOUR SOLE RISK, AND ZEROWHEEL PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. ZEROWHEEL PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE OR SERVICES.
ZEROWHEEL PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) ZEROWHEEL PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF ZEROWHEEL PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF ZEROWHEEL PROPERTIES WILL BE ACCURATE OR RELIABLE; OR (4) CUSTOMERS OWN OR OTHERWISE HAVE SECURED COPYRIGHT PROTECTION WITH RESPECT TO DOCUMENTS OR OTHER CONTENT PROVIDED ON THE ZEROWHEEL PROPERTIES.
THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. ZEROWHEEL MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZEROWHEEL OR THROUGH ZEROWHEEL PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FROM TIME TO TIME, ZEROWHEEL MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ZEROWHEEL’S SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
YOU ACKNOWLEDGE AND AGREE THAT ZEROWHEEL PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ZEROWHEEL PARTIES LIABLE, FOR THE CONDUCT OR INFORMATION OF THIRD PARTIES, INCLUDING, BUT NOT LIMITED TO, OTHER USERS (WHETHER END USERS OR CUSTOMERS). WE ARE NOT LIABLE FOR THE ACCURACY OR QUALITY OF ANY THIRD-PARTY SERVICES OR INFORMATION.
YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ZEROWHEEL PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH ZEROWHEEL PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT ZEROWHEEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF ZEROWHEEL PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE ZEROWHEEL PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH ZEROWHEEL PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ZEROWHEEL PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO ZEROWHEEL PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. UNDER NO CIRCUMSTANCES WILL ZEROWHEEL PARTIES BE LIABLE TO YOU FOR MORE THAN ONE HUNDRED U.S. DOLLARS ($100). THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A ZEROWHEEL PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ZEROWHEEL PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A ZEROWHEEL PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZEROWHEEL AND YOU
The Website is not directed to children under the age of 13 (or other age as required by local law), and ZeroWheel will never knowingly collect Personal Information or Other Information from anyone it knows is under the age of 13. We recommend that persons over 13 but under 18 years of age ask their parents for permission before using the Website.
If ZeroWheel becomes aware of any possible violations by you of the Terms, ZeroWheel reserves the right to investigate such violations. If, as a result of the investigation, ZeroWheel believes that criminal activity has occurred, ZeroWheel reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. ZeroWheel is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in ZeroWheel Properties, including Your Data, in ZeroWheel’s possession in connection with your use of ZeroWheel Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Data violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of ZeroWheel, its Users or the public, and all enforcement or other government officials, as ZeroWheel in its sole discretion believes to be necessary or appropriate.
In the event that ZeroWheel determines, in its sole discretion, that you have breached any portion of the Terms, or have otherwise demonstrated conduct inappropriate for ZeroWheel Properties, ZeroWheel reserves the right to:
Warn you via e-mail (to any e-mail address you have provided to ZeroWheel) that you have violated the Terms;
Delete any of Your Data provided to ZeroWheel Properties;
Discontinue your access to or use of any Services;
Notify and/or send Your Data to and/or fully cooperate with the proper law enforcement authorities for further action; and
Pursue any other action which ZeroWheel deems to be appropriate.
The Terms commence on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use ZeroWheel Properties, unless terminated earlier in accordance with the Terms.
Notwithstanding the foregoing, if you accessed or used ZeroWheel Properties prior to the date you accepted the Terms, you hereby acknowledge and agree that the Terms commenced on the date you first accessed or used ZeroWheel Properties (whichever is earlier) and will remain in full force and effect while you use ZeroWheel Properties, unless earlier terminated in accordance with the Terms.
If you have materially breached any provision of the Terms, or if ZeroWheel is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), ZeroWheel has the right to, immediately and without notice, suspend or terminate any Services provided to you, and take any action as set forth herein. You agree that all terminations for cause shall be made in ZeroWheel’s sole discretion and that ZeroWheel shall not be liable to you or any third party for any termination of your Account.
THE SERVICES WILL CONTINUE UNTIL TERMINATED BY US OR BY YOU IN ACCORDANCE WITH THIS SECTION. If you want to terminate the Services provided by ZeroWheel, you may do so by closing your Account for all of the Services that you use, or cease your access to Services.
If your registration(s) with or ability to access ZeroWheel Properties, or any other ZeroWheel community is discontinued by ZeroWheel due to your violation of any portion of the Terms, then you agree that you shall not attempt to re-register with or access ZeroWheel Properties or any ZeroWheel community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those ZeroWheel Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, ZeroWheel reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with ZeroWheel and limits the manner in which you can seek relief from us.
You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products or other services sold or distributed through the Website, or to any aspect of your relationship with ZeroWheel, will be resolved by binding arbitration, rather than in court, except that you may assert claims or seek relief in small claims court if your claims qualify. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of these Terms or any prior version of these Terms.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent in Delaware. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, ZeroWheel will pay them for you. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and ZeroWheel. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
YOU AND ZEROWHEEL HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and ZeroWheel are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of New York. All other disputes, claims, or requests for relief shall be arbitrated.
Except as provided herein, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
This Arbitration Agreement will survive the termination of your relationship with ZeroWheel.
Notwithstanding any provision in these Terms to the contrary, we agree that if ZeroWheel makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing ZeroWheel at the following address: ZeroWheel, LLC, 1 Quarter Mile Road, Armonk, NY 10504.
The communications between you and ZeroWheel use electronic means, whether you visit ZeroWheel Properties or send ZeroWheel e-mails, or whether ZeroWheel posts notices on ZeroWheel Properties or communicates with you via e-mail or text message. For contractual purposes, you (1) consent to receive communications from ZeroWheel in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that ZeroWheel provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without ZeroWheel’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
ZeroWheel shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, pandemics, epidemics, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
If you have any questions, complaints or claims with respect to ZeroWheel Properties, please contact us at: firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and ZeroWheel agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in New York, New York.
THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THESE TERMS.
Where ZeroWheel requires that you provide an e-mail address, you are responsible for providing ZeroWheel with your most current e-mail address. In the event that the last e-mail address you provided to ZeroWheel is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, ZeroWheel’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to ZeroWheel by email at the following e-mail address: email@example.com, or by physical letter sent to: ZeroWheel, LLC, 1 Quarter Mile Road, Armonk, NY 10504. Notice shall be deemed given when received by ZeroWheel at such email address, or upon receipt of notice by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter (except with respect to any Customer Agreement).