Terms Of Use

1. Acceptance of Terms of Use

Welcome to Zapproved.com (When we use the word “Zapproved”, “we” or “us” in this document, we mean Zapproved Inc. and any of its successors and assigns). When accessing the zapproved.com website (together with any successor site(s), the "Site") or using the services offered through the Site (the “Services”), you agree to the following terms and conditions (the “Terms”).

BY COMPLETING THE REGISTRATION PROCESS, OR USING ANY OF PART OF THE SERVICES, YOU AS THE USER AGREE TO BE BOUND BY ALL OF THESE TERMS AND CONDITIONS.

These Terms are the only agreement between you and Zapproved, and supersede all prior discussions, negotiations, contracts or agreements between us, regarding the Site and the Services, even if in writing. In addition, when using the Services, you are subject to any additional posted policies and guidelines, which are incorporated by reference into these Terms. If you do not understand or agree with these Terms, please do not use the Site or the Services. If you have any questions or concerns regarding these Terms, please let us know by emailing us at info@zapproved.com.

Zapproved reserves the right to amend these Terms at its sole discretion and any modifications shall be effective immediately upon posting. We will announce any such change by posting the revised draft of these Terms on the Site. You can determine when these Terms were last revised by referring to the "Last Revised On" legend at the top of this page. By continuing to use the Site following such changes, you will be deemed to have agreed to such changes. If you do not agree with the terms of these Terms or any changes thereto, please do not continue using this Site.

2. Overview

Zapproved.com is an on-line approval tool that lets you organize, send, track, and archive the review and approval of critical business communications. (collectively, the “Purpose”). All content and services made available through the Site that were not made available as of the "Last Updated" date above, shall automatically be deemed to be part of the Services when first made available through the Site.

3. Eligibility and Registration

Use of the Services is void where prohibited. By using this Site, you represent and warrant that you have the right, authority, and capacity to enter into this agreement and to abide by all of these Terms. You must be 13 years of age or older to register or use the Site. We strongly encourage parents and guardians to supervise the activity of all children under the age of 18 when using the Internet.

Some of the Services may require that you register with Zapproved. In order to register with Zapproved you must supply a valid email address, which will be used as a unique identifier for your account, and your name, zip code, and a password.

You are responsible for keeping your password and account confidential. You agree not to transfer your user name or password, or lend or otherwise transfer your use of or access to the Services, to anyone else. You are also responsible for any and all activities that occur under your account.

You may change your password, or any other account information, at any time by following instructions available here. You agree to immediately notify us of any unauthorized use of your account or any other breach of security related to your account or the Services, and to ensure that you "log off"/exit from your account at the end of each session. We are not liable for any loss or damage arising from your failure to comply with any of the foregoing obligations.

In consideration for using the Services, you agree to: (1) provide certain current, complete, and accurate information about you when asked, and (2) maintain and update this information as required to keep it current, complete and accurate. If any information provided by you is inaccurate, Zapproved reserves the right to terminate your account and your right to use the Services immediately.

4. Privacy Policy

Zapproved's Privacy Policy describes its policies with regard to the collection and use of personally identifiable information that you may provide Zapproved or its affiliated third parties in accessing the Site or using the Services.

5. License to Site and Services

Provided that you comply with these Terms, Zapproved grants you a limited license to access and make use of this Site and the Services for the Purpose. This license does not include any of the following: (a) any right to download, copy, reproduce, or modify the Site, or any portion of it (other than for the Purpose); (b) any resale by you of this Site or the Services; (c) any derivative use of this Site or the Services; or (d) any use of data mining, robots, or similar data gathering and extraction tools.

You acknowledge that you are responsible for obtaining or providing all access lines, telephone and computer equipment (including modem), or other devices, necessary to access the Site or use the Services, and paying all related charges.

You acknowledge that the Site may contain information, software, photos, video, text, graphics, music, sounds or other material (collectively, "Zapproved Content") that are protected by copyrights, patents, trademarks, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. The entire Zapproved Content is protected under U.S. copyright laws as a collective work, and we own a copyright in the selection, coordination, arrangement and enhancement. Modification or use of the Zapproved Content outside of the license above is strictly prohibited. Except as otherwise expressly authorized in writing in advance by us, you agree not to reproduce, redistribute, sell, modify, rent, lease, loan, adapt, translate, create derivative works based (whether in whole or in part) on, decompile, reverse engineer, disassemble, or otherwise reduce all or any part of the Site, including the Zapproved Content.

The Zapproved name and logo are exclusively owned by Zapproved Inc. All other trademarks appearing on the Site are trademarks of their respective owners. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.

6. User Materials

Your use of the Services will include your submitting and sending data, text, software, sound files, images, photographs, graphics, video, messages, files, links and other materials (collectively, "User Materials") for review and approval by others.

Subject to the terms of the Privacy Policy, you agree that for your User Materials, you automatically grant to Zapproved, its successors and assigns, a non-exclusive, worldwide, free, perpetual, non-revocable license to use, distribute, display, modify, publish, adapt, redistribute, sublicense and reproduce the User Materials in connection with the Services. You represent and warrant that you own sufficient right, title and interest to such User Materials to grant Zapproved the foregoing license. You also represent and warrant that the User Materials comply with the Community Guidelines set forth below.

You are responsible for your User Materials. While Zapproved maintains copies of your User Materials as part of operating the Services, you should not rely on Zapproved for storing your User Materials, and you are ultimately responsible for keeping any copies using your own facilities. Zapproved is not responsible should you fail to maintain a copy of any User Materials.

Zapproved does not control the User Materials posted by users such as yourself and, as such, does not guarantee their accuracy, integrity or quality. By using the Services you understand and agree that you may be exposed to User Materials that are offensive, indecent or objectionable. Under no circumstances will Zapproved be liable for any User Materials posted by any user or third party, including, but not limited to, liability for any errors or omissions in any User Materials or for any loss or damage of any kind incurred as a result of the use of any User Materials posted, emailed or otherwise transmitted via the Services.

Zapproved reserves the right (but has no obligation) to evaluate User Materials before allowing them to be posted on or through the Services, and we may do one or all of the following, at our sole discretion: monitor the submission of User Materials; alter, remove, or refuse to post or allow to be posted or stored any User Materials; and disclose any User Materials or any communication through the Services to any third party in order to operate the Services, comply with applicable laws, respond to governmental inquiries or requests, comply with valid legal process, protect anyone, permit us to pursue available remedies or limit the damages that we may sustain, or enforce these Terms.

7. Standards and Conduct

You agree not to:

• Post, transmit, or otherwise make available, through or in connection with the Services:
• Anything that is or may be (a) unlawful, threatening, harassing, degrading, abusive, hateful or intimidating; (b) defamatory; libelous or invasive of another's privacy; (c) fraudulent or tortious; (d) vulgar, obscene, indecent, sexually explicit, pornographic or otherwise objectionable; or (e) protected by copyright, trademark, trade secret, right of publicity or other proprietary right without the express prior consent of the owner of such right
• Any material that would give rise to criminal or civil liability; that encourages conduct that constitutes a criminal offense, including prostitution; or that encourages or provides instructional information about illegal activities or activities such as "hacking," "cracking," or "phreaking."
• Any virus, worm, Trojan Horse, easter egg, time bomb, spyware, cancelbot, or other computer code, file, or program that is harmful or invasive or that may or is intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment.
• Any unsolicited or unauthorized advertising, promotional material, "junk mail," "spam," "chain letter," "pyramid scheme", survey, contest, or investment opportunity, or any other form of solicitation, or use any distribution lists including any person who has not given specific permission to be included in such a process (commercial or otherwise).
• Any User Materials that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
• Use the Services to defame, abuse, harass, stalk, threaten or otherwise violate the legal rights of others, including without limitation others' privacy rights or rights of publicity, or harvest or collect personally identifiable information, including email addresses, about users of the Services.
• Harm minors in any way.
• Impersonate any person or entity, including without limitation any of our officials, forum leaders, guides or hosts; falsely state or otherwise misrepresent your affiliation with any person or entity; or express or imply that we endorse any statement you make.
• Interfere with or disrupt the operation of the Site or the Services or the servers or networks used to make the Site and the Services available; or violate any requirements, procedures, policies or regulations of such networks.
• Restrict or inhibit any other person from using the Services.
• Use, download, copy or provide (whether or not for a fee) to a person or entity that is not a user of the Services any directory of Zapproved’s users or usage information other than in the context of your use of the Services as permitted under these Terms.
• Attempt to gain unauthorized access to the Services, other accounts, computer systems or networks connected to the Services, through password mining or any other means.
• Remove any copyright, trademark or other proprietary rights notice from the Services, Zapproved Content or another user’s User Materials without permission.
• Frame or mirror any part of the Site without our express prior written consent; or forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Materials transmitted through the Services.
• Create a database by systematically downloading and storing content from the Site or Services.
• Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.
• Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, "scrape," "data mine" or in any way gather Content or User Materials or reproduce or circumvent the navigational structure or presentation of the Site.
• Engage in any other conduct which, in Zapproved’s sole discretion, is considered inappropriate, unauthorized or objectionable.
• Fail to comply will all applicable laws, regulations, and ordinances.
• In order to permit Zapproved to protect the quality of our products and services, you hereby consent to our employees and representatives being able to access your account and records for any reason, in our sole discretion. We also reserve the right, but do not assume the responsibility, to monitor or review your conduct while using the Services. Your right to use the Services is subject to your compliance with all of the foregoing guidelines.
• If you believe that other users are violating any of the foregoing guidelines, please email Zapproved at info@zapproved.com.

8. Third Party Sites and Services

The Site may provide links to other World Wide Websites or resources. Because we have no control over such sites and resources, you acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, services or other materials (collectively, "Third Party Materials") on or available from such sites or resources. You agree that we are not responsible or liable, directly or indirectly, for any damage or loss arising from or related to your use of or reliance on such Third Party Materials.

Should you use or buy any third party products and services through the Site, whether through a link on the Site, advertising, or other means, any associated terms, conditions, warranties or representations are solely between you and the third party. Zapproved does not make any representations or warranties with respect to any third party products, services and Websites. You agree that Zapproved will not be liable for any loss or damage of any kind that arises from or relates to such third party content, goods, services, information or other materials.

9. Indemnification

You agree to indemnify, defend and hold harmless Zapproved, its parent company, subsidiaries, affiliates, officers, directors, employees, consultants, agents, successors and assigns from any and all claims, liability, damages, costs or demands, including, but not limited to, attorneys' fees, arising from or related to your use of the Site or Services, all User Materials that you submit, your violation of these Terms, your infringement of a right of any person or entity (including intellectual property rights), or your violation of any federal, state or local law or regulation.

10. DISCLAIMER OF WARRANTIES

Zapproved does not warrant or represent that using the Services will result in a binding or otherwise enforceable obligation against those from whom you obtain approval for business information, documents or any other materials that you submit using the Services. Under no circumstances will we, or our employees, officers, directors, shareholders, agents, representatives or affiliates, be liable for any loss or damage caused by your reliance on User Materials.

Zapproved and its affiliates attempt to be as accurate as possible. However, Zapproved does not warrant that product descriptions and other content on the Site is accurate, complete, reliable, current, or error-free.

Zapproved manages the security of its systems under guidelines in the Privacy Policy. However, Zapproved does not warrant or represent that a third party could not break through this security system and access your User Materials.

YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZAPPROVED EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AS TO THE OPERATION OF THE SERVICES, OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED IN THE SERVICES. ZAPPROVED MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. ZAPPROVED MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE SERVICES WILL BE CORRECTED. YOU ACKNOWLEDGE THAT ZAPPROVED DOES NOT CONTROL CONTENT, INFORMATION, PRODUCTS OR SERVICES OFFERED BY ADVERTISERS, THIRD PARTIES OR OTHER USERS ON OR THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, INFORMATION, PRODUCTS, OR SERVICES PROVIDED BY LICENSE TO ZAPPROVED FROM THIRD PARTIES OR MATERIALS PROVIDED BY OTHER USERS. ZAPPROVED ASSUMES NO RESPONSIBILITY FOR AND MAKES NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, USEFULNESS OR DECENCY OF THE SERVICES, OR CONTENT OR PRODUCTS DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES (INCLUDING BUT NOT LIMITED TO ADVERTISERS AND USERS) THROUGH THE SERVICES. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR ATTEMPT TO DOWNLOAD ANY MATERIAL FROM THE SITE. ZAPPROVED MAKES NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZAPPROVED OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

11. LIMITATION OF LIABILITY

ZAPPROVED SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF ZAPPROVED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, RESULTING FROM THE (I) USE OR THE INABILITY TO USE THE SERVICES; (II) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES; (III) ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR CONTENT RECEIVED OR TRANSACTIONS ENTERED INTO WITH ZAPPROVED OR A THIRD PARTY THROUGH THE USE OF THE ZAPPROVED SERVICE; (IV) INACCURACY OF ANY INFORMATION OBTAINED FROM USE OF THE SERVICES OR RELIANCE ON SUCH INFORMATION; OR (V) UNAUTHORIZED ACCESS TO YOUR ACCOUNT OR ALTERATION OF YOUR ACCOUNT OR DATA. YOU SPECIFICALLY AGREE THAT ZAPPROVED IS NOT RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY UNLAWFUL, HARASSING, DEFAMATORY, ABUSIVE, THREATENING, HARMFUL, VULGAR, OBSCENE, SEXUALLY EXPLICIT OR OTHERWISE OBJECTIONABLE CONDUCT OR SPEECH OF ANY OTHER PARTY ON OR THROUGH THE SERVICES, OR FOR ANY INFRINGEMENT OR VIOLATION OF YOUR RIGHTS BY ANY OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY RIGHTS, RIGHTS OF PUBLICITY, OR RIGHTS OF PRIVACY. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO USER.

12. Termination and Modification of the Services

You agree that we, in our sole discretion, may terminate your password, account, or use of the Services, and remove and discard any Zapproved Content or User Materials, for any reason, including without limitation lack of use, or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms. You agree that any termination of your access to the Services may be effected without prior notice. Further, you agree that we shall not be liable to you or any third party for any termination of your access to the Services.

We reserve the right, at any time and from time to time, temporarily or permanently, in whole or in part, to: (a) modify or discontinue the Services, including, but not limited to restricting the time the Services are available, restricting the amount of use of the Services permitted, and restricting or terminating any user's right to use the Services, with or without notice; (b) charge fees in connection with the use of the Services; (c) modify and/or waive any fees charged in connection with the Services; and (d) offer opportunities to some or all users of the Services. You agree that neither we nor any of our affiliates shall be liable for any modification, suspension or discontinuance of the Services, in whole or in part, or of any service, content or feature offered through the Services.

13. Notices

Zapproved may give notice to you by email, a posting on the Site, or other reasonable means. You must give notice to Zapproved in writing via email or as Zapproved otherwise expressly requires. Zapproved may broadcast, distribute or display notices or messages through the Services to inform you of changes to these Terms, the Services, the Privacy Policy or other matters of importance. Such broadcast, distributions or displays of information shall constitute notice to you.

14. Governing Law and Other Miscellaneous Terms

The Site is controlled and operated by Zapproved from the United States, and is not intended to subject Zapproved to the laws or jurisdiction of any territory other than that of the United States. Zapproved does not represent or warrant that the Site or the Services are appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.

The laws of the state of Oregon, U.S.A., govern these Terms, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Multnomah County, Oregon, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. You waive any jurisdictional, venue or inconvenient forum objections to such courts. You agree that any claim or cause of action arising out of your use of the Site and the Services or from these Terms must be filed within one (1) year after such claim or cause of action arose or it shall forever be barred, notwithstanding any status of limitations or other law to the contrary. Within this period, any failure by Zapproved to enforce or exercise any provisions of these Terms or related right shall not constitute a waiver of that right or provision.

These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Zapproved.

If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions.

Zapproved may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign, transfer or sublicense these Terms or any or all of your rights or obligations under these Terms without Zapproved's express prior written consent.

No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof.

This is the entire agreement between you and Zapproved relating to the subject matter herein and shall not be modified by you except in writing, signed by both parties. These Terms will inure to the benefit of Zapproved’s successors, assigns and licensees. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

15. Copyright and Copyright Notices

We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances, and at our discretion, terminate the accounts of users who infringe the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
• description of the copyrighted work that you claim has been infringed;
• a description of where the material that you claim is infringing is located on the site;
• your address, telephone number, and email address;
• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.

Please contact our Copyright Agent for Notice of claims of copyright infringement at:

Registered Copyright Agent
C/O Accel Legal Services, LLC
805 SW Broadway, Suite 2440
Portland, OR 97205
Phone: (503) 419-3013
Fax: (503) 914-1619
Email: gregzafiris@accellegal.com

16. Information or Complaints

Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If you have a question or complaint regarding the Services, please send an email to info@zapproved.com. You may also contact us by writing to Zapproved, c/o Zapproved Inc., Attention: Customer Service, or by calling us at (888) 376-0666. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.