Terms and Conditions

ZAPA TERMS OF USE

August 26, 2020

PLEASE READ THE FOLLOWING TERMS CAREFULLY

Breichbilt LLC (“Breichbilt,” “we,” or “us”) offers a file portal web application at app.zapaportal.com (the “Site”). By registering an Account (defined below) or by using the Site in any way, you accept these terms of use (“Terms”), which forms a binding agreement between you and Breichbilt.

 

You and other users of the Site (collectively, “Users”) have access to the Site at the sole discretion of Breichbilt.  This Site is intended for use by persons who are at least 18 years old.  By using the Site, you represent and warrant that you are at least 18 years old and of legal age to form a binding contract, and you hereby ratify any prior grant of rights, consents, agreements, assignments and waivers made by you.

 

To use the Site, you must first complete the Site registration process to create an account with a username and password (the “Account”). You agree to provide accurate, current and complete information during the registration process, when contributing Content or when otherwise using the Site. You also agree that you will review, maintain, correct and update such information in a timely manner to maintain its accuracy and completeness. You agree to safeguard your username and password, and you authorize us to accept any use of the Site through your Account as being used by you or someone authorized to act for you. You agree to be liable for any Content posted using your Account and for any transactions associated with your Account. You agree that we can rely upon the contact and other information that is supplied to us using your Account and that we will rely upon such information. You agree and acknowledge that your Account is non-transferable and non-assignable.

 

IF YOU POST CONTENT ON THE SITE, THE FOLLOWING TERMS APPLY TO YOU AND YOUR CONTENT:

 

Posting Content on the Site; Representations and Warranties

By displaying, publishing or posting any content on the Site, including without limitation text, audio, video, pictures, graphics, music, sound clips, images, likenesses, personal information and other works of authorship (collectively, “Content”), you warrant and represent that (a) you own all rights in your Content and the performance contained in your Content or, alternatively, you have acquired all necessary rights in your Content to enable you to grant to the us the rights in your Content described herein and for us to exercise the rights with respect to such Content that you grant herein; (b) You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your Content; (c) you are the individual pictured, depicted, and/or heard in your Content, or, alternatively, you have obtained permission (and, if applicable, publicity rights) from each person (including consent from parents or guardians for any individual under the age of eighteen(18)) who appears and/or is heard in your Content to grant the rights to us described herein; (d) your Content is not defamatory in nature and does not infringe the intellectual property rights, privacy, rights to publicity or any other legal or moral rights of any third party; and (e) your Content meets, or does not violate, any parameters relating to format required by the Site. You agree to keep all records necessary to establish that your Content does not violate any of the foregoing representations and warranties and to make such records available upon the request of Breichbilt, all without the violation of any other person's intellectual property or other rights or of any laws or regulations.

 

Ownership of Rights; License Rights

You retain ownership of your copyrights and other intellectual property and proprietary rights in any Content you post to the Site, subject to the non-exclusive rights that you grant to us as described in these Terms. These Terms do not prevent you from granting similar rights to others. Without further consideration, You hereby grant to us a perpetual, worldwide, irrevocable, royalty-free, freely transferable, freely sublicensable(through unlimited levels of sublicense), non-exclusive license to use, reproduce, modify, transmit, distribute, publicly perform and display(including in each case by means of a digital audio or video transmission), and create derivative works of the Content, in any form, media, or technology now known or later developed. You also hereby waive any moral rights you may have in such Content under the laws of any jurisdiction. You agree that we may (but are not obligated to) display your Content, and your username or your actual name along with your Content, and that any decision to discontinue the display of Content shall not affect our rights under the license that you grant pursuant to these Terms.

 

Prohibited Content

You agree not to post to the Site any Content or any other materials whatsoever that is or could appear to be: (a) vulgar, pornographic, offensive, , threatening, abusive, harassing, tortious, defamatory, libelous, invasive to another person's privacy or protected data, hateful, religious or political in nature or racially or ethnically malicious; (b) infringing or alleged to be infringing upon a third party's intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, or other proprietary rights of any party, including any Content that is the subject of any third party claim of infringement; (c) of a type that you do not have aright to transmit under any law or under contractual or fiduciary relationships, such as inside information and proprietary and confidential information; (d) unsolicited, undisclosed or unauthorized advertising; (e)software viruses, malware or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (f) data or information obtained through access that was not authorized by the owner of the data or information, or with respect to which such posting would constitute unauthorized use; or (g) in violation of any applicable local, state, national or international law, regulation, or statute (including export laws).

 

Removal of Content from the Site

We reserve the right to remove any Content for any reason or no reason at all.  You are also free to request the removal of the Content that you post to the Site at any time.  Upon your request for removal, we will no longer allow Users who have not subscribed to your Content to view or purchase a subscription to your Content.  Those Users that have subscribed to your Content will continue to have access to your Content for the lesser of two years from the date of your request for removal or the expiration of any rights held by that User to the Site or your Content.  Notwithstanding the foregoing, we will immediately remove your Content upon a showing that the Content infringes on the intellectual property rights of a third party.

 

THE FOLLOWING TERMS APPLY TO ALL USERS OF THE SITE:

 

Privacy Policy

Your privacy rights are set forth in our Privacy Policy, found at http://zapafile.com/legal/privacy, the terms of which are incorporated herein by reference.

 

Prohibited Conduct

You agree not to do, or attempt to do, any of the following, subject to applicable law: (a) access or use the Site or any service on the Site in any way that violates or is not in full compliance with any applicable local, state, national or international law, regulation, or statute (including export laws), contracts, intellectual property rights or constitutes the commission of a tort, or for any purpose that is harmful or unintended (by us),or other than in full compliance with these Terms; (b) access, tamper with, or use services or areas of the Site that you are not authorized to access; (c)alter information on or obtained from the Site; (d) tamper with postings, registration information, profiles, submissions or Content of other Users; (e)use any robot, spider, scraper or other automated means or interface not provided by us to access the Site or extract data or gather or use information, such as email addresses, available from the Site in a way that interferes with or is inconsistent with the intended operation of the Site, as determined by us in our sole discretion, or transmit any unsolicited commercial email, advertising, “junk mail,” “spam,” or “chain letters” to or from the Site; (f)frame any part of the Site, or deceptively link to the Site, or otherwise make it look like you have a relationship to us or that we have endorsed you or your Content for any purpose except as expressly permitted in writing by us, as determined in our sole discretion; (g) impersonate or misrepresent your affiliation with any person or entity; (h) reverse engineer any aspect of the Site or do anything that might reveal or attempt to reconstruct source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of or on the Site (except as otherwise expressly permitted bylaw); (i) send to or otherwise direct to or from the Site, or operate on it, harmful, illegal, deceptive or disruptive code such as a virus, “spyware,” “adware” or other code that could adversely impact the Site or any recipient;(j) take any action which might impose a significant burden (as determined by us in our sole discretion) on the Site's infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Site; or (k) engage in phishing or other deceptive practices for the purpose of collecting usernames or passwords.

 

Indemnification

As a condition of your access to and use of the Site, you agree to hold Breichbilt and its members, officers, employees, agents, attorneys, subsidiaries, affiliates, licensors, vendors, suppliers, independent contractors, advertisers, partners, co-branders and sublicensees and each of their respective successors and assigns (the “Breichbilt Indemnitees”) harmless from, and indemnify them for, all damages, costs, expenses and other liabilities, including attorneys' fees and expenses, relating to any claim arising out of or related to: (a) your access to and use of the Site or your posting of or use of the Content therein; (b) your violation of these Terms, the Privacy Policy, any applicable law or the rights of another person or party;(c) any dispute you have or claim to have with one or more Users of the Site, one or more users of any website connected or linked to the Site, or any member of the public; (d) our resolution (if any) of any dispute you have or claim to have with one or more Users of the Site, one or more users of any website connected or linked to the Site, or any member of the public; (e) your improper authorization for us to collect, use or disclose any data or Content provided by you; and (f) any disclosures made with your permission (including your consent that Breichbilt disclose your personal information and other information collected from you, as set forth in our Privacy Policy).

 

Monitoring of the Site

We are under no obligation to restrict or monitor Content in any way. Notwithstanding the foregoing, we reserve the right to prohibit the posting, modify or remove any Content at any time. Any opinions, advice, statements, services, offers, or other information or Content expressed or made available by third parties, including other Users, are those of the respective author(s) or distributor(s) and not of Breichbilt. We neither endorse nor are responsible for the accuracy or reliability of any opinion, advice, information, or statement made on this Site by anyone other than us or our employees acting in their official capacities.

 

Protection of Content

The Site is protected by intellectual property laws and you agree to respect them. We grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license, under the rights Breichbilt has in the Content, to privately display the Content on your computer for your own personal, noncommercial purposes, and to print a reasonable number of copies of the Content as needed for that use. We reserve all other rights in the Content, on its own behalf and the behalf of its licensors (including contributors), and we do not, directly or by implication, by estoppel or otherwise, grant any other rights or licenses to you under these Terms. Except as expressly stated in this paragraph, you may not reproduce, distribute, modify, publicly perform or display, or prepare derivative works of any Content without prior written consent from Breichbilt or the contributor of the Content or other third-party owner of the rights in that Content (if any).

 

DISCLAIMER OFWARRANTIES

THE SITE MAY CONTAIN ADVICE, OPINIONS, INSTRUCTIONS AND STATEMENTS FROM US, THE SITE’S USERS AND OTHER CONTENT AND INFORMATION PROVIDERS. THIS CONTENT IS INTENDED TO BE USED FOR INFORMATIONAL AND ENTERTAINMENT PURPOSES ONLY. THE SITE IS PROVIDED BY BREICHBILT ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BREICHBILT MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, ASTO THE OPERATION OF THE SITE OR THE INFORMATION OR CONTENT INCLUDED ON IT. BREICHBILT MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE SITE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, SECURE, OR TIMELY. TO THE MAXIMUM EXTENTPERMITTED BY LAW, BREICHBILT EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THEIMPLIED REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND THOSE ARISING FROM ACOURSE OF DEALING, TRADE, USAGE OR PERFORMANCE. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, AND THEREFORE SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. WE URGE YOU TO KEEP BACKUP COPIES OF CONTENT AND OTHER MATERIAL, IF ANY, THAT YOU MAINTAIN ON OR USE WITH THE SITE. IF YOUR USE OF THESITE RESULTS IN THE NEED FOR SERVICING OR REPLACING PROPERTY, MATERIAL, EQUIPMENT OR DATA, WE ARE NOT RESPONSIBLE FOR ANY RESULTING COSTS OR DAMAGES.

 

EXCLUSION OFDAMAGES; LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT NEITHER BREICHBILT NOR OUR AFFILIATES, LICENSORS, OFFICERS, MEMBERS, EMPLOYEES, AGENTS OR VENDORS WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF PRIVACY, LOSS OF GOODWILL OR ANY OTHER LOSSES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY. WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL OUR AGGREGATE LIABILITY OR THE AGGREGATE LIABILITY OF OUR OFFICERS, MEMBERS, EMPLOYEES,AGENTS AND SUPPLIERS TO YOU EXCEED, IN TOTAL, THE AMOUNTS PAID BY YOU TO US.

 

Termination of Account

You agree that we may, at any time and at our sole discretion, with or without cause or any notice to you, terminate your access to the Site, and/or your Account, or suspend or block your access to the Site.  You will still be liable for any breaches of these Terms and/or obligations incurred before termination. If your Account is terminated, you may no longer have access to the copies of material or other Content you keep on the Site.  

 

Modifications to the Terms

You agree that from time to time we may, at our sole discretion, modify, add or remove any or all parts of these Terms and the Privacy Policy. Such modifications will be effective immediately upon posting of the modified Terms to the Site. Your continued use of the Site following the posting of changes to these Terms will mean that you accept those changes. To update the Terms, we will post both the changed version and its effective date on the Site. As such, we encourage you to check back regularly to review these Terms and any updates thereto.

 

Modifications to the Site

You may use the Site only when and as available. We reserve the right from time to time to temporarily or permanently modify or discontinue, and restrict or block access to, the Site (or any part thereof)without notice. We may temporarily or permanently modify or remove any part or all of your Content from the Site at any time without any notice to you. We will not be liable to you or any third party for any such modification, suspension, discontinuance or removal and any such action by us will not affect Breichbilt’s license described herein to Content posted to the Site.

 

Dealings with Merchants; Links

The Site may or may not contain advertisements, offers, or other links to other websites and resources of third parties that we do not control.  You acknowledge and agree that Breichbilt is not responsible or liable for (a) the availability or accuracy of such sites or resources; or (b) the content, advertising, or products or services on or available from such sites or resources. The inclusion of any link on the Site does not imply that we endorse the linked site. You use the links at your own risk. Our Privacy Policy is applicable only when you are on the Site. Once you choose to link to another website, you should read and understand that website's privacy statement before disclosing any personal information.  

 

Additional Terms

Compliance with Laws. You are responsible for compliance with applicable local laws, keeping in mind that access to the Site Content by certain persons or in certain countries may not be legal.

 

No Agency; No Third Party Beneficiary. No agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms. Except for the Breichbilt Indemnitees, neither of us intends that any third party will be a beneficiary of or entitled to rely on any part of these Terms.

 

Severance. If any part of the Terms is held by a court of competent jurisdiction to be invalid or unenforceable, the invalid or unenforceable part will be given effect to the greatest extent possible and the remainder will remain in full force and effect, provided that the allocation of risks described herein is given effect to the fullest extent possible.

 

Export Limitations. This Site is controlled from the United States of America and is directed to U.S. Users. If you choose to access this Site from locations outside the U.S., you do so at your own risk and you are responsible for compliance with applicable local laws. You may not use or export anything from the Site in violation of U.S. export laws and regulations or the Terms.

 

Jurisdiction; Choice of Law.  These Terms and all performances and claims of every nature (including contract, tort and strict liability) relating in anyway to any aspect of the Site will be governed by the laws of the state of Maryland, U.S.A., without regard to any conflicts of laws principles that would result in the application of the law of a different jurisdiction. Any action arising out of or relating to these Terms or your use of the Site shall be subject to the exclusive jurisdiction of the state or federal courts located in Baltimore County, Maryland, U.S.A.  In any such action, Breichbilt and you irrevocably waive any right to a trial by jury.

 

Limitations on Actions. Any action concerning any dispute you may have with respect to this Site must be commenced within one year after the cause of the dispute arises, or the cause of action is barred.

 

Paragraph Headings and Interpretation. The paragraph headings in these Terms are included to help make these Terms easier to read and have no binding effect. The word “include” and variations thereof when used in these Terms are by way of illustration only and are not meant to be exclusive.

 

Entire Agreement. These Terms (including terms incorporated into them (e.g., the Privacy Policy)), as well as any additional terms or conditions contained on the Site for particular activities, and disclosures provided by us and consents provided by you on the Site comprise the entire agreement (the “Entire Agreement”) between you and Breichbilt with respect to the use of the Site and supersedes all prior agreements between the parties regarding the subject matter contained herein, and neither party has relied on any representations made by the other that are not expressly set forth in the Entire Agreement.

 

No Waiver. The failure of Breichbilt to exercise or enforce any right or provision of these Terms, including any failure to act with respect to a breach, will not constitute a waiver of such right or provision or Breichbilt's right to act with respect to subsequent or similar breaches. We suggest that you print out a copy of these Terms for your records.

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