Zapr User Agreement

PLEASE READ THIS AGREEMENT CAREFULLY. IT GOVERNS YOUR ACCESS TO AND USE OF THE ZAPR PERSONAL FILE SHARING TOOLS ("ZAPR").

BY SELECTING "I ACCEPT," BY USING ZAPR, BY ACCESSING THE WEBSITE OR BY INSTALLING THE SOFTWARE, YOU AGREE TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, YOU MUST PROMPTLY (A) DELETE THE SOFTWARE FROM ANY AND ALL OF YOUR COMPUTERS ON WHICH IT IS INSTALLED AND DESTROY ALL COPIES OF THE SOFTWARE IN YOUR POSSESSION AND ALL ACCOMPANYING MATERIALS, AND (B) CEASE ALL USE OF ZAPR INCLUDING ACCESSING THE WEBSITE.


1. About Zapr.

Zapr makes sharing simple. The Zapr product is a suite of sharing tools provided by Zapr. ("Zapr," "we," or "us") through its website located at www.zapr.com and related websites (the "Website") and Zapr’s software (the "Software").

Personal file sharing is very useful, but you should not share any sensitive information using Zapr. While we continue to work to increase the security of Zapr, we cannot guarantee that others may not gain access to personal files shared through Zapr. Even as we increase the security options within Zapr, it will continue to be your responsibility to determine the files and information that are appropriate to share using Zapr and to set your sharing permission levels appropriately. You should also be aware that once shared, any changes or additions to files or folders can be accessed by the people with whom you shared the files or folders originally. As with any files, files shared with you using Zapr may contain viruses; therefore, you should take appropriate precautions. Also, it is important to note that sharing using Zapr automatically creates links that could be used to access those files or folders on your computer.

You should also be consider the cost of using Zapr. Sharing using Zapr could result in large charges if you are charged by the megabyte by your internet service provider, especially if you share large files with many users.

We hope you find Zapr valuable and encourage you to share your feedback on Zapr with us including any bugs or other problems. However, please realize that by sharing your feedback you agree that any feedback or suggestions that you provide to us or any other party are our property. If this is a beta version, it probably has bugs. Because it is a beta, it is possible that later versions of Zapr may cause your contacts and list of shared files to be reset.


2. About this Agreement.

Zapr is licensed, not sold. The limitations of this Agreement apply to all versions of Zapr that you access or use. The benefits of this Agreement apply to versions of Zapr that you access or use whether obtained by you directly from us, through the Website, or from one of our authorized resellers or distributors. You are only licensed to use the version of Zapr that you have received from us, the Website or one of our authorized resellers or distributors and have paid for to the extent required, and must use Zapr strictly in accordance with this Agreement and any guidelines on the Website.

We reserve the right, in our sole discretion, to modify the terms and conditions of this Agreement, and use of Zapr including, without limitation, our privacy policy and our right to charge for the use of Zapr, at any time, effective upon making the modified provisions available on the Website. You are responsible for regularly reviewing these terms and conditions, and we strongly urge you to do. Continued use of Zapr after any changes to this Agreement shall constitute your consent to such changes. We assume no obligation to notify you of any changes to the terms and conditions of this agreement.

While these terms and conditions (the "agreement") are in English and governed by the law of the United States. Also for your convenience, a definitions section is provided at the end of this agreement.


3. Privacy & Security; Disclosure.

Zapr's privacy and security policies may be viewed at www.zapr.com/privacy.aspx and are incorporated herein by reference. You may be asked whether or not you wish to receive marketing and other non-critical Zapr-related communications from us from time to time. You may opt out of receiving such communications at that time or at any subsequent time by changing your preference under Edit Profile. Note, that because Zapr is a hosted, online application, we occasionally may need to notify all registered Zapr users (whether or not they have opted out as described above) of important announcements regarding Zapr. If you become a paying customer of Zapr, you agree that Zapr can disclose the fact that you are a paying customer and the edition of Zapr that you are using. Additionally, you agree that certain meta-data of files that you share using Zapr and your IP address may be used to target certain ads and marketing material to you.


4. Consent to Establishment of Connections.

Zapr is designed to enable connections among users and Client Devices for purposes of direct communication, data exchange and interaction among people and machines, with minimum involvement of central computer servers. Zapr automatically creates links to shared files and folders with no human oversight or interaction. Using Zapr makes certain personal files or folders or files in folders you deliberately share accessible to other users with which you interact. Data exchange can occur whenever the Zapr Client is running on your Client Device and you are logged in, whether or not you are actively using Zapr. You acknowledge and consent to the fact that the Zapr creates such peer-to-peer connections, and you agree that Zapr. Is not responsible for the conduct of any party (or their computers) who interacts with you or your Client Devices as a result of your installation or use of the Zapr Client or Zapr.


5. Zapr License Grant and Restrictions.

License. Provided that you fully comply with this Agreement, we hereby grant to you, subject to the terms and conditions of this Agreement, a nonexclusive, non-transferable right and license to (a) install the Zapr Client on a Client Device for the sole purpose of permitting you to access and use Zapr and (b) use Zapr from any Client Device solely for your personal and internal business purposes. All rights not expressly granted to you are reserved by us and our suppliers.

No Derivative Works . You may not modify or make derivative works of the Zapr Client, the documentation therefor or any other component that may be included in the Software or provided with the Software, nor rent, lease or otherwise distribute the Software or the documentation therefor. You may not copy any ideas, features, functions or graphics of Zapr or create a competitive service.

No Transfer of Rights . You shall not assign, sublicense, rent or otherwise transfer your rights under this Agreement without our prior written approval.

No Reverse Engineering . You may not reverse engineer, decompile, or disassemble Zapr, directly or indirectly, in whole or in part or attempt to gain unauthorized access to Zapr or its related systems or networks.

Other Restrictions . You may not use Zapr to: (a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) conduct or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail or multi-level marketing campaigns; (c) publish, post, distribute, disseminate or link to any: (i) defamatory, infringing, obscene or unlawful topic, name, material or information; (ii) software or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, control such rights or have received all necessary consents for your use of such software and other materials; (iii) distribute malware, viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs (d) harvest usernames or email addresses for any purpose; (e) restrict or inhibit any other user from using and enjoying its rights with respect to Zapr, interfere with or disrupt the Website, Zapr, or servers or networks connected to Zapr; or (f) violate any applicable government laws or regulations.


6. Use of Zapr.

You are solely responsible for all activities occurring under your Zapr user account including the activities of all parties that you allow to have access to the Zapr. You are solely responsible for the contents, modification, management and/or deletion of any and all files and data used by you in conjunction with Zapr. Further, you are responsible to ensure that such files and data are used in accordance with all applicable local, state, national and foreign laws, treaties and regulations including those related to copyright, data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately any illegal activity that you become aware of; and (iii) not impersonate another Zapr user or provide false identity information to gain access to or use Zapr. We do not maintain your shared files or data on our server, but we may log certain meta-data and linksets regarding the files you use in conjunction with Zapr, however, that we will not access the file itself or any data or information contained therein.


7. Third Party Interactions.

The Website may contain links to third-party web sites that may be framed within the Website, but that are not under our control. Please note that when you click on these links you are moving to another website. We makes no representations about third-party websites. When you access a third party website, you do so at your own risk. During your use of the Zapr, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through Zapr. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. We and our suppliers have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. We do not endorse any sites on the Internet that are linked through Zapr. We provide these links to you only as a matter of convenience, and in no event shall we or our suppliers be responsible for any content, products, or other materials on or available from such sites. We provide Zapr to you pursuant to this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.


8. Use of Shared Personal Files.

We do not publish the information and material shared by users of Zapr. Accordingly, we have no more editorial control over such content than does a photocopier, printer or CD-Burner. Any opinions, advice, statements, services, offers, or other information or content expressed or made available as part of Zapr are those of the respective users and not us. We do not guarantee the accuracy, completeness, or usefulness of any user content, nor its merchantability or fitness for any particular purpose. Under no circumstances will we be liable for any loss or damage caused by your reliance on any user content. It is your responsibility to evaluate the accuracy, trustworthiness, completeness and/or usefulness of any user content.


9. Ownership.

Worldwide ownership of and all rights, title and interest in and to Zapr and the intellectual property imbedded therein, and all copies and portions thereof, including without limitation, all copyrights, patent rights, trademark rights, trade secret rights, inventions and other proprietary rights therein and thereto, are and shall remain exclusively ours and our suppliers. The only rights you acquire are the licenses set forth in this Agreement.


10. Trademarks.

Zapr and the designs, trademarks and logos on the Website are our trademarks or registered trademarks. All other trademarks and/or service marks are the property of their respective owners.


11. Copyright Matters.

It is our policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. We respect the intellectual property of others, and we ask you to do the same. We reserve the right to disable the accounts of users who we believe to be infringing the intellectual property rights of others and to remove any such infringing materials. If you believe that Zapr is being used in a way that enables copyright infringement of your copyright, please notify our copyright agent by email at info@zapr.com and provide the following information: (a) an electronic signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (c) identification of the URL or other specific location on the Site where the material that you claim is infringing is located; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.


12. Access Restriction.

We reserve the right to deny access to Zapr or any portion thereof to any user, in our sole discretion without notice. You are responsible for safeguarding the confidentiality of your password(s) and username(s) created by you for use with Zapr, and for any use or misuse of your Zapr account resulting from any third party using a password or username created by you.


13. Internet Delays.

Zapr may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. We are not responsible for any delays, delivery failures, or other damage resulting from such problems.


14. Warranty Disclaimer.

ZAPR, INCLUDING THE SOFTWARE, THE WEBSITE AND ALL OF THE CONTENTS THEREOF ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESSED, IMPLIED OR STATUTORY, AND WE HEREBY EXPRESSLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS, WITH RESPECT TO ZAPR, INCLUDING THE SOFTWARE, THE WEBSITE AND ALL CONTENTS THEREOF, THE ACCOMPANYING DOCUMENTATION, AND ANY ACCOMPANYING SUPPORTING MATERIALS. YOU EXPRESSLY ACKNOWLEDGE THAT THE WEBSITE AND/OR THE SOFTWARE MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. NO EMPLOYEE, AGENT, RESELLER, DEALER OR DISTRIBUTOR IS AUTHORIZED TO MODIFY THIS LIMITED WARRANTY OR TO MAKE ANY ADDITIONAL WARRANTIES. YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.


15. Liability Disclaimer.

YOU ARE SOLELY RESPONSIBLE FOR INPUTS INTO ZAPR, VERIFYING THE RESULTS OF THE USE OF ZAPR AND HOW THE OUTPUT FROM ZAPR IS USED BY YOU AND MADE AVAILABLE BY OTHERS. WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR THE RESULTS OR WORK PRODUCT OBTAINED FROM YOUR USE OF ZAPR. IN NO EVENT SHALL WE OR OUR SUPPLIERS BE LIABLE OR OBLIGATED TO YOU IN ANY MANNER FOR ANY SPECIAL, NON-COMPENSATORY, CONSEQUENTIAL, INDIRECT, INCIDENTAL, STATUTORY OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST DATA OR PROGRAMS, BUSINESS INTERRUPTIONS, LOST PROFITS AND LOST REVENUE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT PRODUCT LIABILITY, OR OTHERWISE, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN THIS AGREEMENT, WE WILL NOT BE LIABLE TO YOU IN AN AMOUNT IN THE AGGREGATE GREATER THAN THE AMOUNT THAT IS RECEIVED BY US FROM YOU FOR YOUR USE OF ZAPR. THE LIMITATIONS SET FORTH ABOVE SHALL BE DEEMED TO APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDIES SET FORTH IN THIS AGREEMENT. THE PARTIES ACKNOWLEDGE AND AGREE THAT THEY HAVE FULLY CONSIDERED THE FOREGOING ALLOCATION OF RISK AND FIND IT REASONABLE, AND THAT THE FOREGOING LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.


16. Indemnification.

You agree to defend, indemnify and hold harmless us, and our employees, officers, directors, licensors and affiliates from and against any and all claims, losses, liability, costs and expenses (including but not limited to attorneys' fees) arising from your violation of any warranty, representation or covenant under this Agreement, your infringement of any third-party's rights, (including, without limitation, infringement of any copyright, violation of any proprietary right and invasion of any privacy rights), and/or the use or misuse of Zapr by you or any third party using your password(s) and/or username(s). These obligations will survive any termination of your relationship with us.


17. USGovernmentRestrictedRights.

If you are the United States Government or are acquiring the right to access and use Zapr on behalf of the United States Government, then the United States Government agrees that: (a) if the right to access and use Zapr is acquired by or supplied to the Department of Defense ("DOD"), Zapr shall be classified as "Commercial Computer Software" and the government is acquiring only "restricted rights" in Zapr and its documentation, as defined in Clause 252.227-7013(c)(1) of the DFARS; (b) for any part of the United States Government other than DOD, the government's rights in Zapr and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, for NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR.


18. Termination.

The license granted herein is effective until this Agreement is terminated. This Agreement shall terminate immediately, without notice, in the event you (i) fail to comply with any of the terms and conditions set forth in this Agreement, (ii) we do not receive in a timely manner (whether from you or a from a reseller responsible to collect your payment and remit it to Zapr) any payment owing under your Zapr account, or (iii) you cease using Zapr service and notify us thereof. Upon termination you must immediately (y) cease all of your use of Zapr, and (z) (i) destroy all copies of the Software and Software documentation in your possession, or (ii) return the Software and documentation according to our instructions.


19. General.

This Agreement embraces the full, complete understanding of the parties as to the subject matter hereof, and may not be altered or modified, except by written amendment or collateral agreement which expressly refers to this Agreement and which is duly executed by us and you. All prior representations, understandings and agreements regarding the subject matter hereof whether written or oral, expressed or implied, are superseded and shall be of no effect. In the event of conflicting provisions between this Agreement and a duly executed collateral agreement, the duly executed collateral agreement shall control. This Agreement shall be construed and governed in accordance with the laws of the United States excluding the application of its conflicts of law rules. You acknowledge that a breach of this Agreement will cause irreparable and continuing damage to us for which money damages are insufficient, and we shall be entitled to injunctive relief and/or a decree for specific performance, and such other relief as may be proper (including money damages if appropriate). In the event of litigation between you and us concerning Zapr or any other item which is subject to this Agreement, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms. You agree that the Software will not be shipped, transferred or exported into any country or used in any manner prohibited by any local law or any other export law, restrictions or regulations. No waiver by us of any breach or default by you of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.


20. Definitions.

"Client Device" shall mean any device on which Zapr Client is installed. "Zapr Client" means the client interface component of Zapr’s Zapr software which is installed on a Client Device. "Zapr Server" means the server component of Zapr’s Zapr software which is installed on Zapr’s host server and is accessible by using Zapr Client. "Software" means Zapr’s software collectively (including Zapr Client and Zapr Server), and each separate component of the foregoing individually, any updates, upgrades or enhancements to the Software or a Software component provided to you by Zapr including, without limitation, any support software provided to you by Zapr via the Internet or by any other means. "Zapr" means the personal file sharing services provided by Zapr and all of its components, including, without limitation, the Website and the software.