Quick Intro to Our Terms of Service:
We know you’re busy, so here’s a quick rundown of what our Terms of Service say. This isn’t the full legal version – just the highlights to give you the gist. If you ever have questions, feel free to reach out.
Here’s the short version:
• You need to be at least 16 years old to use our services.
• Anything you create is yours – you own it and are responsible for it. We only use it as needed to make our tools work.
• If you break the law or misuse our services, we may remove your content or suspend your account.
• We might update our terms, features, or pricing from time to time. If you don’t agree with changes, you can cancel your account.
• You use our service at your own risk – we’re not responsible if something goes wrong.
Overview of the Services
ZippyFile provides:
• File Sharing (ZippyFile File Sharing)
These services are accessible via the website, desktop, mobile apps, or integrated third-party platforms.
User Responsibilities and Rights
• You retain ownership of any content you upload or share.
• You are fully responsible and liable for that content.
• ZippyFile does not claim any rights over your files.
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✅ Eligibility Requirements
To use the services, you must:
1. Be at least 16 years old
2. Not be prohibited from using the service by law (U.S. or your own country)
3. Have the legal authority to accept these terms (either personally or on behalf of a company or organization)
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⚠️ Legal Agreement
By accessing or using ZippyFile, you confirm that:
• You agree to be bound by the Terms
• You’ve read and understood them
• If acting on behalf of an entity, you bind that entity as well
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⚖️ For U.S. Users – Arbitration Clause
Section 17 contains a mandatory Arbitration Agreement, which includes:
• Binding arbitration for resolving disputes (no court trials)
• No class actions or representative claims (you must act individually)
• Waiver of jury trial rights
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You can opt out of arbitration within 30 days of accepting the terms (see Section 17.10).
1. Age Requirement
• You must be at least 16 years old to use ZippyFile's services.
2. Review the Policies
• You should read the Terms of Service and the Notice and Take Down (NTD) Policy carefully.
• The Privacy & Cookie Statement governs how personal data and cookies are used when using the services.
3. Third-Party Services
• If ZippyFile is used with third-party services, their own terms and privacy policies may apply as well.
• If you're using ZippyFile on behalf of an organization, you're confirming that you have the authority to agree to these terms on their behalf.
• ZippyFile is not responsible for third-party services or their policies.
4. Reporting Unlawful Content
• To report illegal content on ZippyFile or its API, read and follow the NTD Policy.
5. Reporting Security Vulnerabilities
• If you find a security vulnerability, refer to ZippyFile’s Responsible Disclosure Policy.
6. Changes to Terms
• ZippyFile may change the Terms at any time.
• Updates take effect once posted on their website or apps, or on a later date stated in the updated terms.
• You should check the Terms regularly.
• If major changes are made, ZippyFile will notify you:
• When you use the service,
• By contacting you directly (if possible), or
• By posting a notice on their site/app.
• If you disagree with the changes, you can cancel your subscription and receive a pro-rated refund for the unused portion.
7. Overrides Previous Agreements
• These Terms replace all previous agreements, whether oral or written, between you and ZippyFile.
8. Which Sections Apply to Which Services
• Different clauses apply to specific ZippyFile products:
• ZippyFile File Sharing
• Paid Transfers
• All paid subscriptions
• Paid and free subscription services
• All other clauses apply to all services.
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General Functionality:
1. File Sharing Basics
You can upload and share files (your "Content") via email or download link.
2. Transfer Options
Email transfer: You enter recipients' emails. You’re notified of downloads.
Link transfer: You generate a link and share it yourself. No download notifications.
Download Limits: ZippyFile may limit the number of downloads.
Storage & Expiry
Uploaded files are stored temporarily and deleted after a set period.
The maximum file size and storage time depend on your plan (free or paid).
Data Deletion
After the expiry date, files are permanently deleted and can't be recovered.
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Free vs. Paid
Free Use:
Basic ZippyFile use is free, no account required.
Confidentiality & Responsibility
ZippyFile treats files as confidential.
• You’re responsible for what you upload and who can access it.
• Download links can be forwarded by recipients, which ZippyFile doesn’t control.
Paid Plans:
• Offer additional features. Subscription details are available on their website.
• ZippyFile Premium
• Comes with 5 TB storage.
• You can request more if needed via support@ZippyFile.net.
• Data Retention
• Files/accounts may be deleted after 12 months of inactivity, account deletion, or cancellation.
• Paying subscribers are considered “active”.
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ZippyFile Paid Transfer – Key Terms Summary:
1. Overview
• ZippyFile Paid Transfer allows users (“Uploaders”) to share files and collect payment from others (“Recipients”) using ZippyFile and an integrated third-party payment provider (Stripe).
• ZippyFile is not a marketplace and does not facilitate or manage any sales agreements between Uploaders and Recipients.
2. Uploader Responsibilities
• Content Control: Uploaders are fully responsible for the content they upload, share, and sell.
• Legal Compliance: Uploaders must have the rights and permissions to sell the content and must comply with all applicable laws.
• Sales Agreement: The contract of sale is between the Uploader and Recipient. ZippyFile is not involved in disputes.
• Link Creation: Uploaders must set an expiration date, price, and manually share the download link.
• Refunds: Uploaders are responsible for issuing refunds through Stripe.
3. Recipient Responsibilities
• Direct Purchase: Recipients buy content directly from the Uploader and must download it before the expiration date.
• Disputes: Any issues must be resolved directly with the Uploader.
• No Liability: ZippyFile is not responsible for the quality, legality, or content purchased.
4. Payment Processing (via Stripe)
• Stripe Account: Uploaders must create and maintain a Stripe account under Stripe's terms.
• Transaction Fees: Stripe may charge transaction fees, which Uploaders are responsible for.
• Restricted Use: Uploaders must not use the service for any fraudulent or illegal activities or restricted businesses under Stripe’s policies.
• Taxes: Uploaders are responsible for managing all tax obligations.
• Payment Issues: ZippyFile is not liable for any payment processing issues, including failed payments or chargebacks.
5. Licensing and Promotion
• Uploaders retain ownership of their content.
• Uploaders grant ZippyFile a limited license to use content for promotional purposes of the Paid Transfer service.
6. Legal Disclaimers
• No Confidentiality: Uploaded content is treated as non-confidential.
• Limitation of Liability: ZippyFile is not liable for damages related to content, disputes, or payments.
7.1 – Notice Period for Changes to Terms
• What it means: ZippyFile must give at least 15 days’ notice before making changes to their Terms that affect business users in the EU.
• Exceptions: This notice can be bypassed only if:
• The change is due to a legal/regulatory obligation, or
• There is an unforeseen and imminent danger to ZippyFile’s business.
• Your rights: You can terminate your account during the notice period if you do not agree with the changes.
7.2 – Complaint Handling System
• What it means: If you're an eligible business user (Uploader) and have issues with ZippyFile Paid Transfer, you can file a complaint via a dedicated system.
• Further details: There’s a link or section provided (not shown in your message) with information on how to file such complaints.
7.3 – Mediation Option
• What it means: If your complaint cannot be resolved internally, it may be referred to a third-party mediation service.
• Cost: Mediation costs are shared equally between you and ZippyFile.
7.4 – Restriction, Suspension, or Termination of Account
• What it means: ZippyFile can limit or cancel your account in cases such as:
• Breach of Terms
• Unpaid invoices
• IP rights infringement
• Harm to ZippyFile’s reputation
• Process: If action is taken, ZippyFile will give a statement of reasons.
• Your rights: You can challenge this by filing a complaint through the system described in 7.2.
7.5 – Immediate Termination
• What it means: Immediate termination of your account (without notice) may happen if:
1. Legal/regulatory obligations require it.
2. National law gives ZippyFile an imperative right to terminate.
3. You have repeatedly violated the Terms.
Key Takeaway:
These clauses are designed to comply with the EU P2B Regulation, offering:
• Transparency in terms and changes,
• A fair process for handling disputes, and
• Clear rules around termination or restriction of business users' access.
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Payment Conditions Summary:
1. Subscription Start:
Your paid subscription begins once full payment is received.
2. Payment Processing:
Payments are processed via third-party providers: Stripe and PayPal. You’ll submit your payment info directly to them and agree to their terms and privacy policies. ZippyFile shares only the necessary info with these providers to complete transactions. Card issuers may reject payments, and any fees they charge are your responsibility. Fraud prevention checks apply.
3. Billing and Payment Authorization:
You agree to pay all fees as billed at the time they are due. By providing payment info, ZippyFile can charge your account without additional notice. Keep your payment details updated and ensure sufficient funds are available.
4. Subscription Renewal:
Subscriptions automatically renew at the price you agreed to initially, according to your chosen billing cycle (monthly, annually, etc.). If payment fails at renewal, ZippyFile may suspend or cancel your subscription until payment is made. Access may be lost upon non-payment.
5. Price Changes:
ZippyFile may change fees with advance notice. If you don’t agree to the new price, you can cancel before the next billing cycle. Continuing use means you accept the new fees. New fees require your prior consent and registration.
6. Updating Payment Method:
You can update your payment method in your account settings or through ZippyFile Help Center.
7. Payments via App Stores:
If you subscribe via Apple App Store or Google Play Store, their terms also apply.
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Term and cancellation of a subscription:
1. Initial Subscription Term
• The length of your first subscription depends on your choice and the service selected (e.g., monthly or yearly).
2. 14-Day Cancellation Right
• You can cancel within 14 days of starting the subscription unless you begin using the service during that time. If you use the service, you waive your right to cancel under this clause.
• Note: This right is in addition to any local consumer protection laws.
3. Automatic Renewal
• Your subscription automatically renews for the same period unless:
• You cancel before the last day of the current period.
• You can cancel via email (support@ZippyFile.net) or in your account settings under "Cancel Subscription."
4. Access After Cancellation
• If you cancel, you can still use the service until the current paid period ends.
• Example: If your annual plan starts on Feb 2 and you cancel on Dec 17, you retain access until Feb 1.
• Exception: If your cancellation is due to a breach of terms, access ends immediately.
• Important: If you cancel your main ZippyFile subscription, you also lose access to Collect.
5. Special Rule for Renewals Over 3 Months
• If your subscription renews for more than 3 months, you can cancel anytime afterward with 1-month notice.
• You can request a partial refund for the unused portion, calculated using the standard monthly rate.
6. Third-Party Subscriptions
• If you subscribed via Apple App Store or Google Play, those platforms' own cancellation policies might apply.
Key Takeaways:
• Cancel before renewal to avoid being charged again.
• You may have a 14-day cooling-off period unless you use the service.
• Subscriptions longer than 3 months have more flexible cancellation after renewal.
• Subscriptions via mobile stores follow App Store/Google Play rules.
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Content Ownership, Permissions, and Responsibility:
1. Content Ownership & Responsibility
• You retain full ownership of the content you upload, store, or share.
• You’re solely responsible for that content — including its accuracy, legality, and sending it to the right people.
• If someone shares your download link with others, those others can access the content too.
• Any liability (e.g., copyright violations or data breaches) lies with you, not ZippyFile.
2. Password Protection
• If you use password protection on your files, you are responsible for keeping and sharing that password securely.
✅ 3. Permissions & Legal Rights
• You must have all necessary rights and permissions (like copyright, trademarks) to upload, share, or use content via ZippyFile.
• This includes permission to share or distribute content that may belong to others.
❌ 4. Limitation of Liability
• ZippyFile is not liable for any damage or issues caused by the content you share.
• That includes if it violates copyright, trademarks, or other laws.
5. License to Use Content
• You grant ZippyFile a broad license to use your content — but only to operate and improve their services.
• This includes storing, processing, previewing, editing (e.g., cropping), displaying, and distributing it.
• This license is worldwide, royalty-free, transferable, and continues even after deletion or account termination (for archived but not publicly visible content).
• Other users can access and use your content only as part of the intended service use.
• ZippyFile can sublicense this to service providers who help operate their platform.
6. No Public Listing
• ZippyFile does not provide a search feature or content listing, so files are only accessible via direct links.
7. Advertising
• You may see ads or wallpaper promotions while using ZippyFile.
8. Privacy & Cookies
• Details on how your personal data is used are found in their Privacy & Cookie Statement.
9–10. App Store-Specific Terms
• If you use ZippyFile's mobile apps:
• Apple App Store:
• You use the app under Apple’s rules.
• Apple is not responsible for maintenance, support, or legal claims.
• Apple is a third-party beneficiary and can enforce the terms.
• Google Play:
• You may have additional rights, such as sharing within a family group.
Conclusion In short:
• You own your content, but grant ZippyFile rights needed to run the service.
• You must have the legal rights to all content you upload or share.
• You bear all responsibility and risk for what you send via ZippyFile.
If you're working in a sensitive or legal-heavy context (like sharing client files), it's critical to ensure proper permissions and use password protection where appropriate.
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Summary of ZippyFile Restrictions:
1. Respect Rights
You must respect privacy, intellectual property, business secrets, and other rights of ZippyFile, artists, advertisers, and third parties. You cannot use ZippyFile for unlawful or criminal activities.
2. Prohibited Content
You cannot upload, store, or share content that:
• Contains child sexual abuse imagery (CSAI).
• Is obscene, defamatory, hateful, discriminatory, abusive, or unlawful.
• Promotes racism, violence, or hatred.
• Is false or misleading.
• You do not own or have rights to.
• Violates intellectual property or privacy rights.
• Constitutes hate speech targeting individuals or groups by race, religion, sexual orientation, or other characteristics.
3. Prohibited Conduct
You cannot:
• Abuse, harass, stalk, threaten, or encourage violence.
• Use the service with countries or entities under US/EU sanctions unless authorized.
• Impersonate others or access non-public areas without permission.
• Interfere with service restrictions or security.
• Use data mining, send malware or spam, or disrupt services.
• Attempt unauthorized security testing unless following ZippyFile’s Responsible Disclosure Policy.
• Use automation or reverse engineer the service without permission.
• Resell or commercialize the service without permission.
• Allow others to use your account.
4. Sanctions Compliance
You confirm you are not subject to sanctions or located in embargoed countries (like Cuba, Iran, North Korea, Syria, Crimea). You are responsible for complying with all applicable laws.
5. Enforcement
ZippyFile uses human and automated means to detect and act on violations.
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Violations
In the event of any suspected violation of these terms, the Content Moderation Policy or applicable laws or regulations, ZippyFile reserves the right to investigate. While ZippyFile investigates, it may temporarily block Content, review the Content or suspend (your) access to the Services or certain features of the Services. Subsequently, based on the results, ZippyFile may decide to temporarily or permanently terminate your account or your access to (certain) features of the Services. In any such event, ZippyFile may also (be obligated to) provide your Content or information to third parties. More information is available in our Notice and Takedown Policy and Content Moderation Policy.
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Intellectual property rights
1. All intellectual property rights and/or similar rights on the Services (including the software, wallpapers, WePresent content, photography, graphic design, typography, portraits, logos, trademarks, trade names, domain names, copyrights and patents) are vested in ZippyFile and/or its licensors and you are not allowed to use, remove, modify, copy, mirror, distribute, decompile, or reverse engineer any of it in any way.
2. ZippyFile is not responsible or liable for third party content published within the Services, in-ad links to external websites or the content, products or services offered on external websites. You acknowledge and accept that all use outside the Services is at your own risk.
3. You will always respect and observe the good name and reputation of ZippyFile and ensure that your use of the Services will in no way prejudice any rights and/or the good name and reputation of ZippyFile and its licensors.
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Disclaimer, termination and account registration
1. ZippyFile provides the Services “AS-IS”, without any warranty of any kind. Without limiting the foregoing, ZippyFile explicitly disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. ZippyFile makes no warranty that the Services are available on an uninterrupted, secure or error-free basis. Your use of the Services is at your own risk. You acknowledge and agree that ZippyFile is not responsible for any damages to the computer system or mobile device of you or any third party that result from the use of the Services and is not responsible for any failure of the Services to store, transfer or delete a file or for the corruption or loss of any data, information or Content contained in a file.
2. WITHOUT PREJUDICE TO THESE TERMS, ZippyFile IS NOT LIABLE FOR AND HEREBY EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY DAMAGE OR PERSONAL INJURY RESULTING FROM ANY USE OF ZippyFile PAID TRANSFER, INCLUDING ANY (TEMPORARY) UNAVAILABILITY OR (ACCIDENTAL) REMOVAL OF YOUR CONTENT OR ACCOUNT, WRONGFULLY DELIVERY OF YOUR CONTENT OR FAILURE OF ANY PAYMENTS VIA STRIPE.
3. To the extent permissible under local mandatory law, ZippyFile may change, terminate or expand its Services and site from time to time and reserves the right to limit access to or eliminate any features or functionality of the Services in its own discretion, without giving prior notice. We will use reasonable efforts to give you notice of any major changes in our Services including cancellation, upgrades, downgrades and where applicable, prorated refunds of subscription packages.
4. Some of the Services require you to register and provide us with data such as your email address, password and/or payment details. You must ensure that these are accurate and keep them updated in your account settings. You are responsible for any activity from or by your account, so you should not share your password and you should protect it carefully. Should registrations or account data appear to be misused, ZippyFile reserves the right to delete the account. ZippyFile is not liable for any loss or damage arising from the unauthorized use of your account.
5. Notwithstanding the foregoing, it is ZippyFile’s policy to terminate membership privileges of any user who repeatedly infringes copyright, trademark, or other intellectual property rights upon prompt notification to ZippyFile by the respective intellectual property owner or their legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes intellectual property rights infringement, please provide our legal department with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright, trademark, or other intellectual property right; (ii) a description of the copyrighted work, trademark, or other intellectual property right that you claim has been infringed; (iii) a description of the location on the Service of the material that you claim is infringing; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright, trademark, or other intellectual property right owner, its agent or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright, trademark, or other intellectual property right owner or authorized to act on the copyright, trademark, or other intellectual property right owner’s behalf. Contact information for ZippyFile’s designated legal department is as follows: legal@ZippyFile.net
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Indemnity and Liability
1. You will defend, indemnify and hold harmless ZippyFile (including its employees and affiliates) from and against any claims, incidents, liabilities, procedures, damages, losses and expenses (including legal and accounting fees), arising out of or in any way connected with your access to or use of the Services or your breach of these Terms, including any third party claims that Content created, used, stored or shared using the Services by you or through your account, infringe or violate any third party rights.
2. The Services may provide integration with third-party services. You acknowledge that: (i) ZippyFile is not responsible for any acts or omissions, terms and/or policies of such third-party services; (ii) that ZippyFile is not an agent of such third-party services; and (iii) your use of those services is subject to any applicable terms and conditions between you and the providers of such services.
3. To the extent permissible under local mandatory law, ZippyFile is not liable for any damage or personal injury resulting from any use of the Services, including any (temporary) unavailability or (accidental) removal of your Content or account. The limitation of liability referred to in this clause shall not apply if the liability for damage caused by intent or gross negligence on the part of ZippyFile. In the event ZippyFile is liable for damage under mandatory law, ZippyFile’s aggregate liability to you - to the extent permissible under local mandatory law - for any and all claims arising out of or in connection with the use of the Services will in no event exceed the greater amount of (i) one hundred dollars ($100) per incident or (ii) the fees paid by you in the month of the occurrence giving rise to the liability.
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Waiver, Severability & Assignment
1. ZippyFile’s failure to enforce a provision is not a waiver of its right to do so later.
2. If any (part of a) provision of these Terms is found to be illegal, unenforceable or otherwise invalid, then (i) the rest of the Terms will remain in full force and effect to the extent permissible under or consistent with the relevant laws; and (ii) that part will be deemed to be deleted and substituted by a valid one which in its economic effect comes closest to the invalid part.
3. You may not assign any of your rights or obligations under these Terms. ZippyFile is at any time entitled to assign its rights and obligations under these Terms to any of its affiliates or subsidiaries, or to any successor or assign (whether direct or indirect, by purchase, merger, consolidation or otherwise)without your consent or any other restriction.
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Arbitration agreement
1. Applicability of Arbitration Agreement. This applies to U.S. residential users only. Subject to the terms of this Arbitration Agreement, you and ZippyFile agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, or the Terms and prior versions of the Terms, including claims and disputes that arose between us before the effective date of these Terms (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and ZippyFile may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or ZippyFile may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Terms as well as claims that may arise after the termination of these Terms.
2. Informal Dispute Resolution. There might be instances when a Dispute arises between you and ZippyFile. If that occurs, ZippyFile is committed to working with you to reach a reasonable resolution. You and ZippyFile agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and ZippyFile therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference. The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to ZippyFile that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to support@ZippyFile.net or regular mail to our offices located at 2 Baha Mar Blvd. Nassau, The Bahamas. The Notice must include: (i) your name, telephone number, mailing address, email address associated with your account (if you have one); (ii) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (iii) a description of your Dispute. ZippyFile will send a Notice and a description of the Dispute to your email address or regular address on file. It is your responsibility to keep your contact information up to date. The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this clause.
3. Waiver of Jury Trial. YOU AND ZippyFile 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 ZippyFile are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in the subclause entitled “Applicability of Arbitration Agreement” above. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
4. Waiver of Class and Other Non-Individualized Relief. YOU AND ZippyFile AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the subclause 17.9 entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a final decision, not subject to any further appeal or recourse, determines that the limitations of this subclause, “Waiver of Class and Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and ZippyFile agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subclause does not prevent you or ZippyFile from participating in a class-wide settlement of claims.
5. Rules and Forum. The Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of a Notice, you and ZippyFile agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The arbitration will be administered by the American Arbitration Association (“AAA”), in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as supplemented, where applicable, by AAA’s Mass Arbitration Supplementary Rules and as modified by this Arbitration Agreement. The AAA Rules are currently available at https://www.adr.org/Rules. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). A Request to ZippyFile should be sent either by mail to 2 Baha Mar Blvd. Nassau, The Bahamas or by email to legal@ZippyFile.net. A Request to you will be sent to your email address or regular address on file. It is your responsibility to keep your contact information up to date. The Request must include: (i) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (ii) a statement of the legal claims being asserted and the factual bases of those claims; (iii) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (iv) a statement certifying completion of the Informal Dispute Resolution process as described above; and (v) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration. If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (i) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery. The arbitration will be conducted in the English language by a single arbitrator. The arbitration hearing (if any) will be held by videoconference, unless either party requests an in-person hearing and the arbitrator agrees. If an in-person hearing is required, it will be held in the county where you live, or as determined by the arbitrator (in the case of Batch Arbitration). Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any AAA fees and costs will be solely as set forth in the applicable AAA Rules. You and ZippyFile agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential. You and ZippyFile also agree that at least 14 days before the date set for an arbitration hearing, any party may serve an offer in writing upon the other party to allow judgment on specified terms. If the offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover any post-offer costs to which they otherwise would be entitled and shall pay the offering party’s costs from the time of the offer.
6. Arbitrator. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators, provided that if the Batch Arbitration process under subclause 17.9 is triggered, the AAA will appoint the arbitrator for each batch. If the parties are unable to agree upon an arbitrator within 14 days of delivery of the Request, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
7. Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes regarding the interpretation or application of the Arbitration Agreement, including the enforceability, revocability, scope, or validity of the Arbitration Agreement or any portion of the Arbitration Agreement, except that all Disputes regarding the subsection entitled “Waiver of Class and Other Non-Individualized Relief,” including any claim that all or part of that subsection is unenforceable, illegal, void or voidable, or that that such subsection has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. 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 award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.
8. Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or ZippyFile need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys' fees incurred in securing an order compelling arbitration.
9. Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and ZippyFile agree that in the event that there are ten (10) or more individual Requests of a substantially similar nature filed against ZippyFile by or with the assistance of the same law firm, group of law firms, or organizations, within a ninety (90) day period (or as soon as possible thereafter), the AAA shall (i) administer the arbitration demands in batches of 100 Requests per batch (or, if between ten (10) and ninety-nine (99) individual Requests are filed, a single batch of all those Requests, and, to the extent there are less than 100 Requests remaining after the batching described above, a final batch consisting of the remaining Requests) (ii) appoint one arbitrator for each batch; and (iii) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”). All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by ZippyFile. You and ZippyFile agree to cooperate in good faith with the AAA to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (i) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (ii) the adoption of an expedited calendar of the arbitration proceedings. This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.
10. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out via mail to: 2 Baha Mar Blvd. Nassau, The Bahamas, or via email to legal@ZippyFile.net within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your ZippyFile account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
11. Invalidity, Expiration. Except as provided in the subclause entitled “Waiver of Class or Other Non-Individualized Relief”, 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. You further agree that any Dispute that you have with ZippyFile as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.
12. Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if ZippyFile makes any future material change to this Arbitration Agreement, it will notify you. Unless you reject the change within 30 days of such change become effective by writing to ZippyFile at 2 Baha Mar Blvd. Nassau, The Bahamas. Your continued use of the ZippyFile Services, including the acceptance of products and services offered on the ZippyFile website following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the ZippyFile website, any communications you receive, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted the Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. ZippyFile will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.
13. Governing Courts. To the extent that the Dispute is not covered by any arbitration agreement between you and us, it shall proceed before the state or federal courts located in the State of California (except for small claims court actions which may be brought in the county where you reside).
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Governing Law
1. FOR US RESIDENTS USERS ONLY: These Terms and any actions arising out of or in connection with it will be governed by and construed and interpreted in accordance with the State laws of California, without giving effect to any conflict of law or other principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.
2. FOR ALL OTHER USERS: Because your contract is with ZippyFile, these Terms, including their subject matter and their formation, and any disputes between us, are governed by Dutch law (with the exception of Dutch private international law). Any disputes arising from or relating in any way to these Terms will be submitted to the exclusive jurisdiction of a competent court in the Bahamas. If you are an individual consumer, you may be entitled to invoke the mandatory consumer protection laws of your country of residence, and/or to bring legal proceedings in the courts of that country. If ZippyFile needs to enforce its rights against you as an individual consumer, we will do so only in your country of residence. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to these Terms.
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Contact
1. You can contact ZippyFile at legal@ZippyFile.net or by using our Help Center. If you have any questions, just send us an email in English or Dutch. In accordance with California Civil Code §1789.3, you may also report complaints to the Complaint Assistance Unit of the Division of Consumer Service of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.
Notice and Take Down Policy:
ZippyFile respects your rights and expects that you respect the rights of others. In the unfortunate event that ZippyFile finds or is notified of unlawful files or content being distributed through its Service, we will follow the procedures described in this Notice and Take Down Policy. By using our website or file transfer service, you agree to be bound by our Notice and Take Down Policy below.
Code of Conduct
ZippyFile subscribes to the Dutch Notice and Take Down Code of Conduct (“Code”) of the Platform Internet Security (Platform Internet filigreed). This Code of Conduct establishes procedures for internet intermediaries like ZippyFile to deal with reports of (alleged) unlawful content, directed at removal of disputed content (“Report” or “Reports”). This Notice and Take Down Policy (“NTD Policy”) describes the procedures and time limits ZippyFile applies in dealing with such Reports.
Report requirements
Any person or organization that makes a Report (“Notifier”) has the duty to ensure that it is correct and complete. ZippyFile should be able to verify that Reports following an investigation regarding a criminal offence have originated from an inspection or investigation service, or – in the case of a formal legal order – from the Public Prosecutor’s Office. A Report of any other nature than the foregoing should include at least the following information:
• Notifier’s contact details, name, function, organisation, address, email address);
• all information ZippyFile needs in order to evaluate the lawfulness of the disputed content, including its location (URL);
• motivation as to the unlawfulness of the content, or why it is in conflict with ZippyFile’s Terms of Service, NTD or Privacy Policy.
• motivation of the reason(s) why ZippyFile is the most appropriate intermediary to deal with the matter.
Indemnity
Notifier will provide ZippyFile with an explicit indemnity against 1) claims from the user who’s content is at dispute (“Content Provider”) relating to any actions ZippyFile has taken in relation to handling the Report, and 2) any claims from Notifier in relation to content send through our Service.
Urgency
Notifier might request ZippyFile to deal with the report as a matter of urgency. In that case, the Report should substantiate all reasons for urgency. ZippyFile determines at its own discretion whether the report should be dealt with as a matter of urgency on the basis of the foregoing explanation.
Evaluation
ZippyFile shall evaluate the Report and classify it into one of three categories:
• punishable content reported by an inspection or investigation service, or – in the case of a formal legal order – by the Public Prosecutor’s Office.
• unequivocally unlawful content and/or punishable content reported by other sources than the authorities listed under 1); and
• all other content, falling neither under category 1) or 2).
Measures
ZippyFile’s categorization of the Report determines which measures are taken to address the Report.
• In the event that ZippyFile determines that the content concerned is unequivocally unlawful or punishable, in other words falls under the above-mentioned categories 1) and 2), ZippyFile ensures that the content concerned is immediately removed.
• In the event that ZippyFile determines that the content concerned is not unequivocally unlawful or punishable, in other words falls under the above-mentioned category 3), the content concerned shall not be removed. ZippyFile will inform Notifier accordingly.
• In the event that ZippyFile is not or insufficiently able to judge whether the content concerned is unequivocally unlawful or punishable, ZippyFile will inform Content Provider about the Report with the request to (i) allow ZippyFile to remove the content or (ii) to contact Notifier. If Notifier and Content Provider are unable to reach an agreement, Notifier can make an official report to the police if a criminal offence might be concerned. If it concerns content that is alleged to be unlawful under civil law, Notifier can bring the dispute with Content Provider before a Dutch court of law. Should Content Provider be unwilling to sufficiently identify himself to Notifier, ZippyFile has the right to (i) provide Notifier with the Content Provider’s name, email address and IP-address or (ii) to remove the content concerned.
Period
Categorization and appropriate measures will preferably take place as soon as possible, yet ultimately 10 days after receiving the Report.
Due caution
In the events that content is to be removed, ZippyFile shall exercise due caution to ensure that no more than the necessary content, in regards of the Report, is removed.
Questions?
For questions about this NTD Policy, please contact ZippyFile by sending an email to legal@ZippyFile.net. We speak English.
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