TERMS OF USE Zerowall Inc

TERMS OF USE AGREEMENT Version Date: 09/05/2022

This Terms of Use Agreement (“Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“user” or “you”) and Zerowall Inc and its affiliated companies (collectively, “Company” or “we” or “us” or “our”), concerning your access to and use of the www.zerowall.com website as well as any other media form, media channel, mobile website or mobile application related or connected thereto (collectively, the “Website”).

By using this Site, registering for a Zerowall account (“Account”) or using any other services, products, data, content or other material available through the Site ("Services"), you (“you, your, or yourself”) are agreeing to accept and comply with the terms and conditions of use stated below (“Terms of Use”). You should read the entire Terms of Use carefully before using this Site or any of the Services.

As used in these Terms of Use, “Zerowall” refers to the company Zerowall Inc (incorporated in United States of America with the company number 6125240 and with its registered office at 16192 Coastal Hwy, Lewes DE, 19958.

The Website provides the following services:

• company formation and registration,
• electronic bylaws writing,
• issuance of securities such as stock and bonds.
• trading of securities and direct membership to the Zerowall exchange,
• hosting corporate meetings and actioning corporate resolutions,
• storage of all corporate actions and securities on one profile,
• buy and/or sell equity from or to other Members in exchange for cash or other equity,
• issuance and settlement of transactions via built-in electronic wallet (“Company Services”). Supplemental terms and conditions or documents that may be posted on the Website from time to time, are hereby expressly incorporated into this Agreement by reference.

Company makes no representation that the Website is appropriate or available in other locations other than where it is operated by Company. The information provided on the Website is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Company to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Website from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) are not permitted to register for the Website or use the Company Services.

YOU ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT BY ACKNOWLEDGING SUCH ACCEPTANCE DURING THE REGISTRATION PROCESS (IF APPLICABLE) AND ALSO BY CONTINUING TO USE THE WEBSITE. IF YOU DO NOT AGREE TO ABIDE BY THIS AGREEMENT, OR TO MODIFICATIONS THAT COMPANY MAY MAKE TO THIS AGREEMENT IN THE FUTURE, DO NOT USE OR ACCESS OR CONTINUE TO USE OR ACCESS THE COMPANY SERVICES OR THE WEBSITE.

ZEROWALL EXCHANGE MEMBERSHIP:

By opening an Account, you expressly represent and warrant:

• That you are at least 18 years of age and have the full capacity to accept these Terms of Use and use the above-mentioned services.
• That you has read, reviewed and agreed to the Terms and Conditions of the Exchange set forth in the Rule Book in compliance with Self Regulatory Organization (SRO) guidelines and the requirements of laws including the Securities Act of 1933, as amended.
• That you accept you are legally bound by these Terms of Use.
• That you agree Zerowall will collect user date to comply with Know your Customers (KYC) rules set forth by the USA Patriotic Act.
• That, In order to achieve and maintain ACCREDITED INVESTOR (legal definition below) status you agree to provide updated financial statements and other supporting documents as required by Zerowall from time to time.
• That, You agree that as shareholders in companies Zerowall formed on your behalf, their profiles will be visible to other shareholders of the company as well as other users with access to the company profile.
• That, You agree to indemnify Zerowall for any investment losses due related to the accuracy of financial information provided by an entity listed on Zerowall.
• That, You agree and understand that investments on Zerowall companies is exposed to risks including a total loss and no liquidity and that they should consult a financial advisor prior to investing.
• That, You agree to indemnify Zerowall for any mistakes during the registration of a company and that you should consult with an attorney prior to registering or forming a company.
• That, Cancellation of the profile by a user may occur only if the user is not a shareholder or a controlling party in a company.
• That, You agree Zerowall reserves the right to suspend user accounts and restrict access at any time without notice subject to the rules of the exchange.
• That, Geographic locations of users shall be available to all non-sanctioned users.

Accredited Investor Legal Definition:

“Accredited Investor” is defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended, as follows:

• a bank as defined in Section 3(a)(2) of the Securities Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act of 1933, as amended (the “Securities Act”), whether acting in its individual or fiduciary capacity;
• a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
• an investment adviser that is (i) registered under Section 203 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), (ii) registered under the laws of a state, or (iii) exempt from registration under Section 203(l) or (m) of the Advisers Act;
• an insurance company as defined in Section 2(13) of the Securities Act;
• an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”);
• a business development company as defined in Section 2(a)(48) of the Investment Company Act;
• a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958, as amended;
• a Rural Business Investment Company as defined in Section 384A of the Consolidated Farm and Rural Development Act;
• a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state of its political subdivisions, for the benefit of its employees, if such plan has total assets in excess of $5,000,000;
• an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), if either:
• the investment decision is made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company or registered investment adviser;
• the employee benefit plan has total assets in excess of $5,000,000, or
• the plan is a self-directed plan with investment decisions made solely by persons that are Accredited Investors;
• a private business development company as defined in Section 202(a)(22) of the Advisers Act;
• an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, partnership or limited liability company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;
• a director, executive officer, or general partner of BIP Capital, or a director, executive officer, or general partner of a general partner of BIP Capital;
• a natural person whose individual net worth, or joint net worth with his or her spouse or spousal equivalent exceeds $1,000,000, excluding the value of the primary residence;
• a natural person who has an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse or spousal equivalent in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;
• a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose acquisition of the securities is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D;
• an entity in which all of the equity owners are Accredited Investors;
• an entity, not listed above, that is (i) not formed for the specific purpose of acquiring the securities offered and (ii) owning investments in excess of $5,000,000;
• a natural person holding, in good standing, one or more professional certifications, designations or credential from an accredited educational institution that the SEC has designated as qualifying an individual for accredited investor status;
• a knowledgeable employee, as defined in Rule 3c-5(a)(4) of the Investment Company Act, of BIP Capital;
• a family office as defined in Rule 202(a)(11)(G)-1 under the Advisers Act and (i) has assets under management in excess of $5,000,000, (ii) was not formed for the specific purpose of acquiring the securities offered, and (iii) its prospective investment is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable of evaluating the merits and risks of the prospective investment;
• a family client, as defined in Rule 202(a)(11)(G)-1 under the Advisers Act, of a family office meeting the requirements in the above category and its prospective investment in BIP Capital is directed by such family office.

REGISTRATION AND MANAGEMENT OF COMPANIES PROFILE:

By registering with Zerowall, You accept and agree that You:

• Before form/incorporate a company and in order for companies to be registered on Zerowall, you accept and agree that all of the company’s authorized shares will be maintained on the company’s profile on Zerowall and that the company will not take any action that would cause shares to be issued outside of Zerowall or be perceived that shares are issued outside of Zerowall.
• Before form/incorporate a company and in order for companies to be registered on Zerowall, you agree that all share certificates will be issued in an electronic format and that the company will not issue physical shares.
• Before form/incorporate a company and in order for companies to be registered on Zerowall, you agree that your company will use Zerowall Inc or a designated subsidiary as your company’s transfer agent.
• Before form/incorporate a company and in order for companies to be registered on Zerowall, you agree that Zerowall will be your Registered Agent in the States where Zerowall can be a and authorized Registered Agent.
• Before form/incorporate a company and in order for companies to be registered on Zerowall, you agree that Zerowall will be indemnified for any misrepresentation on facts that were relevant to the formation/incorporation of the company as well as any violation on the items 1., 2.,and 3., above.
• Will make accurate representations about all company data including but not limited to financial statements.
• On behalf of your Company, provide Zerowall with the exclusive right to maintain all company records, authorized securities ledger, historical corporate actions.
• On behalf of your company, you may request Zerowall to create a “Securities Module” for any eventual shares and subsequent corporate evaluation. Pricing and conditions are referred below.
• On behalf of your Company, agree that the company will maintain its bylaws in an electronic format on Zerowall and all subsequent resolutions and decisions shall be proposed on Zerowall via Zerowall’s “Meetings” moduleThe “Meetings” module is a special feature included in the website which allows an audio and video online meeting where clients and Zerowall can join to discuss matters related to the business/company and to provide documentation that will be needed to keep the individual/ corporate records updated.
• On behalf of the company, agree that all board and shareholders meetings will occur on Zerowall and all meetings records will be maintained on the company’s profile on Zerowall.
• On behalf of your Company agree to the terms and conditions as well as all functionality or partial functionalities may change without notice.
• On behalf of your Company, agree that the functionality will be governed exclusively by the company’s own corporate governance (Zerowall) and that Zerowall is not responsible for any mistakes or actions taken by the company. The user understands that the company’s own corporate governance determines access and approval requirements for each action on Zerowall.
• On behalf of your Company, indemnify Zerowall and its subsidiaries against all actions taken by the company which can lead to a loss of capital, any results from misconduct, illegal practices, etc.
• On behalf of your Company, agrees to the fees and other charges related to the services provided.
• On behalf of the company, agrees, from time to time, to pay the registered agent and other state related fees as determined by the registered agent and the state. From time to time, the fees may change and may occur and Zerowall has not updated these new fees on Zerowall’s system. In this case, the company agrees that the registered agent, formation and other ongoing state fees are only estimates and that the actual amounts may vary.
• On behalf of your Company, agrees that shareholders shall have unrestricted view access to all company data, including current and past corporate actions, financial statements, list of current controlling parties, shareholders (with the exception of past shareholders).
• On behalf of your Company, accept and agree to indemnify Zerowall and its subsidiaries when sharing data with third party banks.
• On behalf of your Company, understands and accepts that Zerowall may share company data with regulatory bodies from time to time as required by law or subpoenas, when Zerowall believes that disclosure is necessary to prevent damage or financial loss, disclosure is necessary to report suspected illegal activity or disclosure is necessary to investigate violations of our Terms of Use or Privacy Policy. Zerowall may also share information concerning US citizens who are Zerowall customers with other financial institutions, as authorized under Section 314(b) of the US Patriot Act, and with tax authorities, including the US Internal Revenue Service, pursuant to the Foreign Account Tax Compliance Act (“FATCA”), to the extent that this statute may be determined to apply to.
• On behalf of your Company, accept and agree that Cancelation of service can be done at any time subject to the company’s corporate governance. If a resolution is passed your company may contact Zerowall and request a cancellation of the profile. Zerowall shall first be compensated for all service fees prior to canceling the profile. Upon cancellation, the company will have access to one free download of all corporate data. Any subsequent download shall be subject to charges and fees determined by Zerowall and depending on the costs related to such download.
• On behalf of your Company, accepts and agrees that Zerowall reserves the right to suspend a company profile and all functionality of that company without notice if it believes that a violation has occurred with any of the users agreements of Zerowall and its subsidiaries/affiliates.
• Legal jurisdiction restrictions. On behalf of your Company, you understand that Zerowall will seek to accommodate all jurisdictions which are not subject to sanctions imposed by the United States Treasury or the European Union. Zerowall does not commit that it will be able to accommodate all jurisdictions.

INDIVIDUAL USERS

i. If you act as an individual and considered as an individual user or not, you may request Zerowall to provide video conferencing service by using the video conferencing tool. In this case, you accept and agree with the pricing structure/subscription. This pricing structure/subscription is separate from the company’s video conferencing subscription may have to other Zerowall users.

ii. As an individual user, you agree to maintain all shares on Zerowall platform and will not attempt to sell, transfer shares outside of the platform.

iii. All terms and conditions for companies above are applicable mutatis mutandi to individual users.

PROFESSIONALS

Zerowall may accept professionals to provide services to Zerowall Users professional services not included in those services Zerowall must provide as the administrator of the platform.

Zerowall will provide to each professional, individual or company, a Professional Designation Agreement.

This service will allow users to become service providers on Zerowall. These service providers will be Attorneys, Accountants, Analysts, etc.

For example, attorneys can register on Zerowall as professionals and assist companies in corporate matters such as company formations and establishment of the bylaws.

MEETINGS MODULE

The company agrees to the actual meetings module pricing structure and with the new eventual pricing update which will be communicated by Zerowall, in writing, with 60 days in advance from the date the new pricing will be due.

1. The pricing structure will include:

• i. Subscription of companies to the Zerowall video conferencing tool.
• ii. Record retention fees.
• iii. Transcript generation fees.

SECURITIES MODULE

i. Valuation services provided by third parties.
If on behalf of the company you request a share evaluation and/corporate evaluation, Zerowall may appoint a professional corporate evaluation to be done by a reputed expert company and provide an estimate pricing for such service which may change from time to time.

ii. If you, on behalf of the company, accept the pricing and confirm, in writing, that Zerowall can contract such evaluation, you, on behalf of the company, accept and agree to pay for this service and,

iii. By accepting the referred in ii. above, you authorize Zerowall to share with such evaluation company the information and the documentation this third party will request to execute the service.

iv. In case of no paying, you irrevocably agree and accept to indemnify Zerowall if Zerowall by virtue of the retaining of the evaluation company notifies Zerowall of such no payment and requests Zerowall to pay for the service.

v. In case of after evaluation you, on behalf of the company, decide that a transfer of the control of the company to a another individuals or company by a sale of interests or shares, you accept and agree that such eventual offering of the company securities to investors, Zerowall will not be acting as a broker, dealer, agent or similar position of the company.

vi. In the case of the control of the company is transferred to a third party or to any Zerowall Exchange member or, if there is no change of control but the sale and transfer of some of the issued shares to an individual or company being Zerowall Exchange member or not, you accept and agree to pay Zerowall the costs of updating the company corporate profile and all costs Zerowall will have to disclose to third parties such change of control or partial sale and transfer of shares.

WALLET MODULE

Zerowall will create a wallet for each profile.
The functionality on the Zerowall wallet will include the settlement of all transactions on Zerowall (payment for subscription and trading of securities, settlement of invoices and other forms of obligations issued on Zerowall, settlement of fees, charges and other obligations related to Zerowall services, settlement of payments via PoS systems and other ecommerce shopping carts, etc.).

You as an individual or acting on behalf of a company, by accepting these Terms of Use also accept the Wallet Agreement terms and conditions which are referred as “Exhibit A” in these Terms of Use.

You as an individual or acting on behalf of a company accept and agree agree to the actual Zerowall wallet pricing structure which is added add as “Exhibit B” in these Terms of Use and also agree to the future and eventual pricing structure that from time to time may be due.

BANKING

On Zerowall, companies will have the option to request an account with Zerowall parent banks.

If you, on behalf of the company, request such service, you accept and agree that:

i. Zerowall is duly authorized to provide the chosen bank with all corporate documentation and all other corporate documentation and shareholders and officers individual documentation the bank may request for KYC purposes and bank account corporate documentation support;

ii. To provide Zerowall with the bank account application form duly signed by the legal representative(s) of the company.

iii. The provision of this bank account service will be subject to specific pricing which is depending on the conditions that each bank may impose for the opening of the application bank account file. Zerowall is not responsible for such bank charges.

iv. Zerowall will conduct its own due diligence before accepting the User. However, banks have their on KYC and due diligence procedures which may be similar or different Zerowall’s procedure. Banks may refuse the opening of the bank account at their own discretion and without informing the reasons why the opening of the bank account was not accepted.

v. If the bank informs the refusal but not the reasons the amount paid to the banfor the bank account opening will not be returned to the User.

vi. If the parent bank informs Zerowall of the refusal and the reasons for such refusal were based on facts that the User did not provide to Zerowall and were relevant for such refusal, you accept and agree to indemnify Zerowall for such omissions and/or misrepresentations. In this case, the amount paid for the bank account file opening will not be returned and may increase if Zerowall has image damages with its parent bank.

PURCHASES; PAYMENT

Company bills you through an online billing account for purchases of products and/or services. You agree to pay Company all charges at the prices then in effect for the products you or other persons using your billing account may purchase, and you authorize Company to charge your chosen payment provider for any such purchases. You agree to make payment using that selected payment method. If you have ordered a product or service that is subject to recurring charges then you consent to our charging your payment method on a recurring basis, without requiring your prior approval from you for each recurring charge until such time as you cancel the applicable product or service. Company reserves the right to correct any errors or mistakes in pricing that it makes even if it has already requested or received payment. Sales tax will be added to the sales price of purchases as deemed required by Company. Company may change prices at any time. All payments shall be in U.S. dollars.

USER REPRESENTATIONS

Regarding Your Registration

Notwithstanding the mentioned above, by using the Company Services, you represent and warrant that:

• you will keep your password confidential and will be responsible for all use of your password and account;
• you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Website; and
• your use of the Company Services does not violate any applicable law or regulation.
• You also agree to:
  • provide true, accurate, current and complete information about yourself as prompted by the Website’s registration form and
  • maintain and promptly update registration data to keep it true, accurate, current and complete.

  If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).

We reserve the right to remove or reclaim or change a user name you select if we determine appropriate in our discretion, such as when the user name is obscene or otherwise objectionable or when a trademark owner complains about a username that does not closely relate to a user's actual name

Regarding Content You Provide

The Website may invite you to chat or participate in blogs, message boards, online forums and other functionality and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Company and/or to or via the Website, including, without limitation, text, writings, video, audio, photographs, graphics, comments, suggestions or personally identifiable information or other material (collectively "Contributions"). Any Contributions you transmit to Company will be treated as non-confidential and non-proprietary. When you create or make available a Contribution, you thereby represent and warrant that:

• the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
• you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Zerowall and the Website users to use your Contributions as necessary to exercise the licenses granted by you under this Agreement;
• . you have the written consent, release, and/or permission of each and every identifiable individual person in the Contribution to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the Contribution in the manner contemplated by this Website;
• your Contribution is not obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable (as determined by Zerowall), libelous or slanderous, does not ridicule, mock, disparage, intimidate or abuse anyone, does not advocate the violent overthrow of any government, does not incite, encourage or threaten physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
• your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or well-being of minors;
• your Contribution does not include any offensive comments that are connected to race, national origin, gender, sexual preference or physical handicap;
• your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation

CONTRIBUTION LICENSE

By posting Contributions to any part of the Website, or making them accessible to the Website by linking your account to any of your social network accounts, you automatically grant, and you represent and warrant that you have the right to grant, to Zerowall an unrestricted, unconditional, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, re-title, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part) and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sub-licenses of the foregoing. The use and distribution may occur in any media formats and through any media channels. Such use and distribution license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names and logos, personal and commercial images you provide. Company does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.

Company has the right, in our sole and absolute discretion, to

• edit, react or otherwise change any Contributions,
• re-categorize any Contributions to place them in more appropriate locations or
• pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement.

By uploading your Contributions to the Website, you hereby authorize Company to grant to each end user a personal, limited, no-transferable, perpetual, non-exclusive, royalty-free, fully-paid license to access, download, print and otherwise use your Contributions for t heir internal purposes and not for distribution, transfer, sale or commercial exploitation of any kind.

GUIDELINES FOR REVIEWS

Zerowall may accept, reject or remove reviews in its sole discretion. Zerowall has absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Those persons posting reviews should comply with the following criteria: (1) reviewers should have firsthand experience with the person/entity being reviewed; (2) reviews should not contain: offensive language, profanity, or abusive, racist, or hate language; discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation or disability; or references to illegal activity; (3) reviewers should not be affiliated with competitors if posting negative reviews; (4) reviewers should not make any conclusions as to the legality of conduct; and (5) reviewers may not post any false statements or organize a campaign encouraging others to post reviews, whether positive or negative. Reviews are not endorsed by Zerowall, and do not represent the views of Zerowall or of any affiliate or partner of Zerowall. Zerowall does not assume liability for any review or for any claims, liabilities or losses resulting from any review. By posting a review, the reviewer hereby grants to Zerowall a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable and sub-licensable license to Zerowall to reproduce, modify, translate, transmit by any means, display, perform and/or distribute all content relating to reviews.

MOBILE APPLICATION LICENSE

Use License

If you are accessing the Zerowall Services via a mobile application, then Zerowall grants you a revocable, non-exclusive, non-transferable, limited right to install and use the application on wireless handsets owned and controlled by you, and to access and use the application on such devices strictly in accordance with the terms and conditions of this license.

You shall use the application strictly in accordance with the terms of this license and shall not:

• decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the application;
• make any modification, adaptation, improvement, enhancement, translation or derivative work from the application;
• violate any applicable laws, rules or regulations in connection with your access or use of the application;
• remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Zerowall or its affiliates, partners, suppliers or the licensors of the application;
• use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
• make the application available over a network or other environment permitting access or use by multiple devices or users at the same time;
• use the application for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for the application;
• use the application to send automated queries to any website or to send any unsolicited commercial email; or
• use any proprietary information or interfaces of Zerowall or other intellectual property of Zerowall in the design, development, manufacture, licensing or distribution of any applications, accessories or devices for use with the application.

Terms Applicable to Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple Store or Google Play to access the Zerowall Services. You acknowledge that this Agreement is concluded between you and Zerowall only, and not with Apple Inc. or Google, Inc. (each an “App Distributor”), and Zerowall, not an App Distributor, is solely responsible for the Zerowall application and the content thereof.

• SCOPE OF LICENSE: The license granted to you for the Zerowall application is limited to a nontransferable license to use the Zerowall application on a device that utilizes the Apple iOS or Android operating system, as applicable, and in accordance with the usage rules set forth in the applicable App Distributor terms of service.
• MAINTENANCE AND SUPPORT: : Zerowall is solely responsible for providing any maintenance and support services with respect to the Zerowall application, as specified in this Agreement, or as required under applicable law. You acknowledge that each App Distributor has no obligation whatsoever to furnish any maintenance and support services with respect to the Zerowall application.
• WARRANTY: Zerowall is solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed. In the event of any failure of the Zerowall application to conform to any applicable warranty, you may notify an App Distributor, and the App Distributor, in accordance with its terms and policies, may refund the purchase price, if any, paid for the Zerowall application, and to the maximum extent permitted by applicable law, an App Distributor will have no other warranty obligation whatsoever with respect to the Zerowall application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be Zerowall’s sole responsibility.
• PRODUCT CLAIMS: YYou acknowledge that Zerowall, not an App Distributor, is responsible for addressing any claims of yours or any third party relating to the Zerowall application or your possession and/or use of the Zerowall application, including, but not limited to:
  • product liability claims;
  • any claim that the Zerowall application fails to conform to any applicable legal or regulatory requirement; and
  • claims arising under consumer protection or similar legislation.
• INTELLECTUAL PROPERTY RIGHTS: You acknowledge that, in the event of any third party claim that the Zerowall application or your possession and use of the Zerowall application infringes a third party’s intellectual property rights, the App Distributor will not be responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim.
• LEGAL COMPLIANCE: You represent and warrant that:
  • you are not located in a country that is subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country; and
  • you are not listed on any U.S. government list of prohibited or restricted parties.
• THIRD PARTY TERMS OF AGREEMENT: You must comply with applicable third party terms of agreement when using the Zerowall application, e.g., if you have a VoIP application, then you must not be in violation of their wireless data service agreement when using the Zerowall application.
• THIRD PARTY BENEFICIARY: Zerowall and you acknowledge and agree that the App Distributors, and their subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, each App Distributor will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.

SOCIAL MEDIA

As part of the functionality of the Website, you may link your account with online accounts you may have with third party service providers (each such account, a “Third Party Account”) by either:

• providing your Third Party Account login information through the Website; or
• allowing Zerowall to access your Third Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third Party Account.

You represent that you are entitled to disclose your Third Party Account login information to Zerowall and/or grant Zerowall access to your Third Party Account (including, but not limited to, for use for the purposes described herein), without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating Zerowall to pay any fees or making Zerowall subject to any usage limitations imposed by such third party service providers.

By granting Zerowall access to any Third Party Accounts, you understand that:

• Zerowall may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the “Social Network Content”) so that it is available on and through the Website via your account, including without limitation any friend lists, and
• Zerowall may submit and receive additional information to your Third Part Account to the extent you are notified when you link your account with the Third Party Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Website. Please note that if a Third Party Account or associated service becomes unavailable or Zerowall’s access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Website. You will have the ability to disable the connection between your account on the Website and your Third Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS.
Zerowall makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and Zerowall is not responsible for any Social Network Content. You acknowledge and agree that Zerowall may access your e-mail address book associated with a Third Party Account and your contacts list stored on your mobile device or tablet computer solely for the purposes of identifying and informing you of those contacts who have also registered to use the Website. At your request made via email to our email address listed below, or through your account settings (if applicable), Zerowall will deactivate the connection between the Website and your Third Party Account and delete any information stored on Zerowall’s servers that was obtained through such Third Party Account, except the user name and profile picture that become associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Zerowall Services ("Submissions") provided by you to Zerowall are non-confidential and Zerowall (as well as any designee of Zerowall) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES

You may not access or use the Website for any other purpose other than that for which Zerowall makes it available. The Website may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Zerowall.

INTELLECTUAL PROPERTY RIGHTS

The content on the Website (“Zerowall Content”) and the trademarks, service marks and logos contained therein (“Marks”) are owned by or licensed to Zerowall, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Zerowall Content, includes, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs and graphics. All Zerowall graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, common law trademarks or trade dress of Zerowall in the United States and/or other countries. Zerowall's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Zerowall.

Zerowall Content on the Website is provided to you “AS IS” for your information and personal use only and may not be used, copied, reproduced, aggregated, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Zerowall Content and to download or print a copy of any portion of the Zerowall Content to which you have properly gained access solely for your personal, non-commercial use. Zerowall reserves all rights not expressly granted to you in and to the Website and Zerowall Content and Marks.

THIRD PARTY WEBSITES AND CONTENT

The Website contains (or you may be sent through the Website or the Zerowall Services) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the Website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Zerowall takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

SITE MANAGEMENT

Zerowall reserves the right but does not have the obligation to:

• monitor the Website for violations of this Agreement;
• take appropriate legal action against anyone who, in Zerowall’s sole discretion, violates this Agreement, including without limitation, reporting such user to law enforcement authorities;
• in Zerowall’s sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s contribution or any portion thereof that may violate this Agreement or any Zerowall policy;
• in Zerowall’s sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Zerowall’s systems;
• otherwise manage the Website in a manner designed to protect the rights and property of Zerowall and others and to facilitate the proper functioning of the Website.

PRIVACY POLICY

We care about the privacy of our users. Please review the Zerowall Privacy Policy. By using the Website or Zerowall Services, you are consenting to have your personal data transferred to and processed in the United States. By using the Website or the Zerowall Services, you are consenting to the terms of our Privacy Policy.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

Notifications

If you believe that content available on or through our Website infringes one or more of your copyrights, please immediately notify our Designated Copyright Agent by mail, email or faxed notice (“Notification”) providing the information described below, which Notification is pursuant to DMCA 17 U.S.C. § 512(c)(3). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by our Website infringes your copyright, you should consider first contacting an attorney. Our Website has a policy of terminating repeat infringers in appropriate circumstances.

All Notifications should include the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that website.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material.
• Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
• A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Notifications should be sent to our Designated Copyright Agent as follows:

Designated Copyright Agent
Zerowall Inc - legal department (“Zerowall”)
215 Floral blvd
Floral Park, New York11001
Email: legal@zerowall.com

We also will advise the alleged infringer of the DMCA statutory Counter Notification procedure described below by which the alleged infringer may respond to your claim and request that we restore this material.

Counter Notification

If you believe your own copyrighted material has been removed from our Website and/or our service as a result of mistake or misidentification, you may submit a written counter notification (“Counter Notification”) to our Designated Copyright Agent pursuant to DMCA 17 U.S.C. § 512(g)(2) and (3). To be an effective Counter Notification under the DMCA, your Counter Notification must include substantially the following:

• Identification of the material that has been removed or disabled and the location at which the material appeared before it was removed or disabled.
• A statement that you consent to the jurisdiction of the Federal District Court in which your address is located, or if your address is outside the United States, for any judicial district in which our Zerowall is located.
• A statement that you will accept service of process from the party that filed the Notification or the party's agent.
• Your name, address and telephone number.
• A statement under penalty of perjury that you have a good faith belief that the material in question was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
• Your physical or electronic signature.

YYou may submit your Counter Notification to our Designated Copyright Agent by fax, mail, or email as set forth above.

If you send us a valid, written Counter Notification meeting the requirements described above, we will restore your removed or disabled material after ten (10) business days but no later than fourteen (14) business days from the date we receive your Counter Notification, unless our Designated Copyright Agent first receives notice from the party filing the original Notification informing us that such party has filed a court action to restrain you from engaging in infringing activity related to the material in question. Please note that if you materially misrepresent that the disabled or removed content was removed by mistake or misidentification, you may be liable for damages, including costs and attorney's fees. Filing a false Counter Notification constitutes perjury.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Website or are otherwise a user or member of the Website, as applicable. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts in your account settings, if available, or by contacting us using the contact information below..

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, ZEROWALL RESERVES THE RIGHT TO, IN ZEROWALL’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE ZEROWALL SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND ZEROWALL MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE ZEROWALL SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN ZEROWALL’S SOLE DISCRETION.

In order to protect the integrity of the Website and Zerowall Services, Zerowall reserves the right at any time in its sole discretion to block certain IP addresses from accessing the Website and Zerowall Services.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

YOU UNDERSTAND THAT CERTAIN STATES ALLOW YOU TO CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, AT ANY TIME PRIOR TO MIDNIGHT OF ZEROWALL’S THIRD BUSINESS DAY FOLLOWING THE DATE OF THIS AGREEMENT, EXCLUDING SUNDAYS AND HOLIDAYS. TO CANCEL, CALL A ZEROWALL CUSTOMER CARE REPRESENTATIVE DURING NORMAL BUSINESS HOURS USING THE CONTACT INFORMATION LISTING BELOW IN THIS AGREEMENT OR BY ACCESSING YOUR ACCOUNT SETTINGS. THIS SECTION APPLIES ONLY TO INDIVIDUALS RESIDING IN STATES WITH SUCH LAWS.

If Zerowall terminates or suspends your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, Zerowall reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS

To Agreement

Zerowall may modify this Agreement from time to time. Any and all changes to this Agreement will be posted on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Zerowall Services after any such modification becomes effective. Zerowall may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current in your account settings to ensure you are informed of changes. You agree that you will periodically check the Website for updates to this Agreement and you will read the messages we send you to inform you of any changes. Modifications to this Agreement shall be effective after posting.

To Services

Zerowall reserves the right at any time to modify or discontinue, temporarily or permanently, the Zerowall Services (or any part thereof) with or without notice. You agree that Zerowall shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Zerowall Services.

DISPUTES

Between Users

If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Zerowall is under no obligation to become involved. In the event that you have a dispute with one or more other users, you hereby release Zerowall, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or the Zerowall Services.

With Zerowall

• Governing Law; Jurisdiction. This Agreement and all aspects of the Website and Zerowall Services shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflict of law provisions. With respect to any disputes or claims not subject to informal dispute resolution or arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in New York County, State of New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. Additionally, application of the Uniform Computer Information Transaction Act (UCITA) is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website or Zerowall Services be instituted more than two (2) years after the cause of action arose.
• Informal Resolution. To expedite resolution and control the cost of any dispute, controversy or claim related to this Agreement ("Dispute"), you and Zerowall agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least 180 days before initiating any arbitration or court proceeding. Such informal negotiations commence upon written notice from one person to the other.
• Binding Arbitration. If you and Zerowall are unable to resolve a Dispute through informal negotiations, either you or Zerowall may elect to have the Dispute (except those Disputes expressly excluded below) finally and exclusively resolved by binding arbitration. Any election to arbitrate by one party shall be final and binding on the other.

  YOU UNDERSTAND THAT ABSENT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL.

  The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. The determination of whether a Dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, Zerowall will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in New York County, State of New York. Except as otherwise provided in this Agreement, you and Zerowall may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator.

• Restrictions. . You and Zerowall agree that any arbitration shall be limited to the Dispute between Zerowall and you individually or the company represented by you. To the full extent permitted by law:
  • no arbitration shall be joined with any other;
  • there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and
  • there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
• Exceptions to Informal Negotiations and Arbitration. You and Zerowall agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration:
  • any Disputes seeking to enforce or protect, or concerning the validity of any of your or Zerowall’s intellectual property rights;
  • any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy or unauthorized use; and
  • any claim for injunctive relief. If this Section is found to be illegal or unenforceable then neither you nor Zerowall will elect to arbitrate any Dispute falling within that portion of this Section found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and you and Zerowall agree to submit to the personal jurisdiction of that court.

CORRECTIONS

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Zerowall reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

DISCLAIMERS

Zerowall cannot control the nature of all of the content available on the Website. By operating the Website, Zerowall does not represent or imply that Zerowall endorses any blogs, contributions or other content available on or linked to by the Website, including without limitation content hosted on third party websites or provided by third party applications, or that Zerowall believes contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Website or in connection with any contributions. The Zerowall is not responsible for the conduct, whether online or offline, of any user of the Website or Zerowall Services.

YOU AGREE THAT YOUR USE OF THE WEBSITE AND ZEROWALL SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ZEROWALL, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE ZEROWALL SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ZEROWALL MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY:

• ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
• PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE,
• ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
• ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE OR ZEROWALL SERVICES,
• ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. ZEROWALL DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ZEROWALL WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL ZEROWALL OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR ZEROWALL SERVICES, EVEN IF ZEROWALL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ZEROWALL’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ZEROWALL FOR THE ZEROWALL SERVICES DURING THE PERIOD THAT YOUR ACCOUNTS IS ACTIVE PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

INDEMNITY

You agree to defend, indemnify and hold Zerowall, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of your contributed content, use of the Zerowall Services, and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above. Notwithstanding the foregoing, Zerowall reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Zerowall, and you agree to cooperate, at your expense, with Zerowall’s defense of such claims. Zerowall will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

NOTICES

Except as explicitly stated otherwise, any notices given to Zerowall shall be given by email to the address listed in the contact information below. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given twenty-four (24) hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by regular mail.

USER DATA

Our Website will maintain certain data that you transfer to the Website for the purpose of the performance of the Zerowall Services, as well as data relating to your use of the Zerowall Services. Although we perform regular routine backups of data, you are primarily responsible for all data that you have transferred or that relates to any activity you have undertaken using the Zerowall Services. You agree that Zerowall shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against Zerowall arising from any such loss or corruption of such data.

ELECTRONIC CONTRACTING

Your use of the Zerowall Services includes the ability to enter into agreements and/or to make transactions electronically.

YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT AND INTENT TO BE BOUND BY AND TO PAY FOR SUCH AGREEMENTS AND TRANSACTIONS. YOUR AGREEMENT AND INTENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO RELATING TO THE ZEROWALL SERVICES, INCLUDING NOTICES OF CANCELLATION, POLICIES, CONTRACTS, AND APPLICATIONS.

In order to access and retain your electronic records, you may be required to have certain hardware and software, which are your sole responsibility.

ELECTRONIC SIGNATURES

Users are allowed to transmit and receive valid electronic signatures in the United States under the Electronic Signatures in Global and National Commerce Act (E-Sign Act) of 2000 and the Uniform Electronic Transactions Act (UETA) of 1999 as adopted by individual states. Users’ signatures and identities are not authenticated on Zerowall.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and Zerowall regarding the use of the Zerowall Services. The failure of Zerowall to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. This Agreement and your account may not be assigned by you without our express written consent. Zerowall may assign any or all of its rights and obligations to others at any time. Zerowall shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Zerowall's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and Zerowall as a result of this Agreement or use of the Website and Zerowall Services. Upon Zerowall’s request, you will furnish Zerowall any documentation, substantiation or releases necessary to verify your compliance with this Agreement. You agree that this Agreement will not be construed against Zerowall by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.

CONTACT US

In order to resolve a complaint regarding the Zerowall Services or to receive further information regarding use of the Zerowall Services, please contact Zerowall as set forth below or, if any complaint with us is not satisfactorily resolved, and you are a California resident, you can contact our Legal team at 16192 Coastal Hwy, Lewes DE, 19958 or at Legal@zerowall.com