EFFECTIVE DATE: JULY 1, 2013
ZISTLE PAY SERVICES AGREEMENT
PLEASE READ CAREFULLY – THIS IS A BINDING CONTRACT
BY MARKING THE "ACCEPT" CHECKBOX ON THE ORDER WEBPAGE YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.
1. Services and Payment Terms. In exchange for your payment of the fees set forth on the Zistle services order webpage (the “Order Webpage”), Zistle will provide the web based services described on the Order Webpage (the service you elect to purchase shall be referred to as the "Services"). The Services shall be provided at the fee set forth on the Order Webpage (the “Services Fee”). The Services Fee (and all applicable sales, use or value-added taxes) shall be paid by you by credit card, debit card or PayPal. You shall provide Zistle with that credit card, debit card or PayPal account information required by Zistle to accept payment of the Services Fee. You hereby authorize Zistle to use such information to debit, credit or authorize, as applicable, your credit card, debit card or PayPal account for payment of the Services Fee. In addition to any other rights granted to Zistle herein, Zistle reserves the right to suspend or terminate this Agreement and your access to the Services if Zistle is unable to use your credit card, debit card or PayPal account information for payment of the Services Fee. Except to the extent that Zistle terminates this Agreement for convenience, as permitted in Section 3 below, if this Agreement is terminated, Zistle will have no obligation to refund or issue a credit of the Service Fee (on a pro-rata basis or otherwise) to you related to the remaining portion of the Services term.
2. Licenses. Subject to the provisions of this Agreement, Zistle grants to you a non-exclusive, non-transferable, limited license to access and use the Services. Except for the license granted in this Section, all right, title and interest in and to the Services shall remain with Zistle and its licensors. You shall not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service; (b) modify or make derivative works based upon the Services; (c) create Internet "links" to the Services or "frame" or "mirror" the Service on any other server or wireless or Internet-based device; (d) interfere with or disrupt the integrity or performance of the Services or the data contained therein; or (e) attempt to gain unauthorized access to the Services or its related systems or networks.
4. Term and Termination. This Agreement is effective when you click on the “ACCEPT” button and will continue in effect during the term you have selected on the Order Webpage, unless terminated at an earlier date by Zistle in accordance with this section. Zistle may terminate this Agreement, and your access to the Services, if you fail to cure a breach of this Agreement within thirty (30) days of the date of Zistle’s notice of such breach. In addition, Zistle may terminate this agreement upon sixty (60) days written notice to you for any reason. The following sections of the Agreement shall survive termination of this Agreement: 1, 4, 7, 8, 9 and 10.
6. Warranties. Zistle represents and warrants that it has the legal right to enter into this Agreement and to perform the Services. You represent and warrant that you have the legal right to enter into this Agreement and that the Content and your use of the Services do not violate the terms of this Agreement or the Website Terms.
7. Disclaimer. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ZISTLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. ZISTLE DOES NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE. PLEASE KEEP IN MIND THAT ANY VALUATIONS PROVIDED ON THE ZISTLE WEBSITES ARE ESTIMATES ONLY. IT WILL BE YOUR OBLIGATION TO INDEPENDENTLY VERIFY ALL VALUES PROVIDED ON THE ZISTLE WEBSITE.
8. Indemnification. You agree that you will indemnify and defend Zistle from and against any and all liabilities, damages, losses, expenses, demands, claims, suits or judgments, including reasonable attorneys' fees, costs and expenses arising from: (a) your use of the Services; (b) claims that the Content infringes any intellectual property, privacy, publicity, contractual or property rights of any third party; or (c) your breach of this Agreement or violation of any law, rule or regulation through your use of the Services.
9. Limitation of Liability. ZISTLE SHALL NOT BE LIABLE TO YOU FOR LOST PROFITS OR LOST SALES, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, MULTIPLE OR CONSEQUENTIAL DAMAGES ARISING FROM OR OCCASIONED BY YOUR USE OF THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZISTLE’S LIABILITY TO YOU FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAID TO ZISTLE FOR SERVICES UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.