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These terms and conditions ("Terms") apply to your use and access to websites owned and operated by CertOnce, Inc., dba ZipiLipi ("ZipiLipi" and/or the "Company"), including, but not limited to, www.zipilipi.ai, app.zipilipi.ai, blog.zipilipi.ai (together the “ZipiLipi Sites”). By using a ZipiLipi Site and/or creating an account on a ZipiLipi Site, you accept these Terms. ZipiLipi may revise these Terms at any time by updating them as they are displayed on the ZipiLipi Sites. We are not required to contact you prior to changing these Terms. You should visit this page periodically to review these Terms because they are binding on you. The terms "You" and "User" as used herein refer to all individuals or entities accessing this ZipiLipi Site.
PLEASE READ THESE TERMS CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST THE COMPANY ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
PERMITTED USE AND USE RESTRICTIONS
ZipiLipi authorizes you to view and access ZipiLipi Sites solely for your personal, non-commercial use to aid in your college search, application, and matriculation process ("Permitted Use"). Your Permitted Use of the ZipiLipi Sites is conditioned upon the following restrictions:
You agree that you will not, under any circumstance, post any information that is abusive, threatening, obscene, defamatory, libelous, racially, sexually, religiously, or otherwise objectionable and offensive; use any ZipiLipi Site for any purpose that violates any applicable U.S. federal, state or foreign law; attempt to, or harass, abuse or harm another person or group; make any automated use of the website, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; bypass any robot exclusion headers or other measures we take to restrict access to the website or use any software, technology, or device to scrape, spider, or crawl the website or harvest or manipulate data; copy or adapt any of the Web Site Content (defined below) or the underlying code with respect to any portion of any ZipiLipi Site or the content appearing therein; use any ZipiLipi Site to violate privacy (e.g., by improperly accessing Personal Information) or infringe the intellectual property rights of any third party; use any device, software, or routine to interfere or attempt to interfere with the proper working of any ZipiLipi Site; use or attempt to use any engine, software, tool, agent or other device or mechanism (including, customized browsers, spiders, robots, avatars, or intelligent agents) to navigate or search any ZipiLipi Site other than the search engine and software available from ZipiLipi on such ZipiLipi Site and other than generally available third-party web browsers; attempt to decipher, decompile, disassemble, or reverse engineer any of the software or algorithm related to any ZipiLipi Site; attempt to compromise the security or privacy of another ZipiLipi user's personal information; aggregate, copy or duplicate any of the Web Site Content or information available from any ZipiLipi Site; intercept or access data the user is not authorized to access; attempt to scan the vulnerability of a system or network or to breach security or authentication measures without ZipiLipi's prior express written authorization; create a false identity, misrepresent your identity, impersonate another person, create a profile for anyone other than yourself (a real person), or use or attempt to use another person’s account; or attempt to interfere with service to any user, host, or network, including transmitting a virus to any ZipiLipi Site or similar malicious activity.
You acknowledge and agree that ZipiLipi, and our licensors, retain ownership of all intellectual property rights of any kind related to the ZipiLipi Sites (other than with respect to User Content). This shall include applicable copyrights (including text, images, graphics, logos, links, button icons, software, and other content), trademarks and other proprietary rights (collectively, excluding User Content, "Web Site Content"). Other product, company or educational institution names that are mentioned on the ZipiLipi Sites may be trademarks of their respective owners. Use of any ZipiLipi trademark or any other trademark listed is prohibited without express written consent.
Opinions, advice, statements, offers, or other information or content made available through the ZipiLipi Sites, whether orally, graphically, in writing or otherwise, should not necessarily be relied upon. Authors of such information are solely responsible for such content. The Company does not guarantee the accuracy, completeness, or usefulness of any information on the ZipiLipi Sites and neither does the Company adopt nor endorse nor is the Company responsible for, the accuracy or reliability of any opinion, advice, statement or information made or provided by parties other than the Company. The Company takes no responsibility and assumes no liability for any content on the website. Under no circumstances will the Company be responsible for any loss or damage resulting from your reliance on information or other content posted on the website or transmitted to you.
ZipiLipi respects the privacy of website users. Please refer to the Company’s Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the ZipiLipi Sites, you acknowledge your receipt of this Privacy Policy and your understanding of its contents.
Through the use of ZipiLipi Sites, you may, from time to time, submit, upload, publish, generate, or otherwise make available to ZipiLipi, content, reviews, feedback, and other information (collectively, including Output (as defined below) "User Content"). Any User Content provided by you remains your property, and any Personal Information that you submit as part of User Content shall be subject to ZipiLipi’s Privacy Policy, referenced above.
You represent and warrant that:
(i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to deliver the User Content to ZipiLipi and to grant ZipiLipi the license to the User Content as set forth below; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor ZipiLipi’s use of the User Content as permitted herein will infringe, misappropriate, or violate a third party's intellectual property or proprietary rights, or rights of personality, publicity or privacy, or any moral rights, or result in the violation of any applicable law or regulation.
You agree not to provide User Content that (i) is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, deceptive, or otherwise offensive, as determined by ZipiLipi in its sole discretion, whether or not such material may be protected by law, (ii) advertises funds, goods or services or contains viruses or other material that may damage another's computer, (iii) infringes any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary rights of any person or entity; or (iv) otherwise violates any of the restrictions set forth in the section of these Terms titled "Permitted Use and Use Restrictions". ZipiLipi may, at its sole discretion, review, monitor, or remove User Content, at any time and for any reason, without notice to you. However, ZipiLipi is under no obligation to review, monitor or remove User Content.Finally, by providing User Content, you hereby grant ZipiLipi and its affiliates a perpetual, royalty-free, irrevocable and unrestricted worldwide right and license to use, reproduce, modify, adapt, publish, record, translate, create derivative works from and distribute the User Content or incorporate the User Content into any form, medium, or technology now known or later developed, for any purposes.
ZipiLipi Sites and the services offered on them are available to individuals aged 13 and over. If you are between the ages of 13 and the age of majority where you live, you must review these Terms with your parent or guardian to confirm that you and your parent or guardian understand and agree to them.
When you register at certain ZipiLipi Sites, you may be asked to create a password for future access to your ZipiLipi Site account. You must maintain the confidentiality of your password as you are responsible for all activity that occurs under your account when authenticated with your password. You agree to notify ZipiLipi immediately of any unauthorized use of your account or password, or any other breach of security. You will be able to permit others to access your account and information, such as a school counsellor or advisor, and each person will set their own password the first time they access your account. Your granting of permission to these other users is at your own risk and ZipiLipi is not responsible for any action taken by those other users. If you lose your password, ZipiLipi may email your password to the email address in our records associated with your account. ZipiLipi is not liable for any misuse as a result thereof.
Any violation of these Terms as determined by ZipiLipi in its sole discretion may result in the immediate denial of access to the ZipiLipi Sites. ZipiLipi may take these actions at any time, in our sole discretion, with or without notice, and without any liability to the account holder or user whose access is blocked or terminated.
The ZipiLipi Sites may contain chat rooms, public posting forums, interactive live events, and other forums and features permitting direct communications with other users and ZipiLipi advisors (each a "Public Access Area" and collectively the "Public Access Areas"). Any information provided by you in Public Access Areas is public. ZipiLipi is not responsible for any information posted and/or viewed in Public Access Areas. You may not post content to Public Access Areas that violates any applicable law, contains offensive or abusive content, infringes any third party intellectual property rights, advertises or solicits funds, goods or services, contains viruses or other material that may damage another's computer, or otherwise violates any of the restrictions set forth in the section of these Terms titled "Permitted Use and Use Restrictions".
ZipiLipi may remove any content from any Public Access Area at any time, without notice. By posting in Public Access Areas any content authored or owned by you, you automatically waive all rights to any intellectual property that may be contained in such posting and, if for any reason that waiver is determined to be invalid, you grant to ZipiLipi and its affiliates a perpetual, royalty-free, irrevocable and unrestricted worldwide right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute the posted content or incorporate the posted content into any form, medium, or technology now known or later developed, for any purposes.
The ZipiLipi Sites may also contain features permitting you to post content to the Sites for private review and feedback by other users and by ZipiLipi personnel, such as peer review of essays (each a "Private Review Area" and collectively the “Private Review Areas”). ZipiLipi uses algorithms to automatically match requests for review of content to potential reviewers. ZipiLipi is not responsible for any information posted, viewed, reviewed, or commented on using the Private Review Areas. You may not post content to the Private Review Areas that violates any applicable law, contains offensive or abusive content, infringes any third party intellectual property rights, advertises, or solicits funds, goods or services, contains viruses or other material that may damage another's computer, or otherwise violates any of the restrictions set forth in the section of these Terms titled "Permitted Use and Use Restrictions". All content posted to the Private Review Areas must be your original materials and ideas and must not infringe the intellectual property rights of others.
You understand that by posting your content to either or both the Public Access Areas and Private Review Areas, a user could plagiarize your materials. While this is a violation of our community guidelines and these Terms, ZipiLipi has no control over such activity and disclaims any obligation to police, monitor or take any action relating to such plagiarism. Further, while submission of content to the Public Access Areas and/or Private Review Areas does not require you to provide any personal information, you acknowledge that your content may include information that might expose your identity as a result of such content. If you are concerned about such exposure, you should take efforts to modify your content so you are not potentially subject to such exposure or you should consider whether or not the use of the Public Access Areas and/or Private Review Areas is appropriate for you.
You further acknowledge that additional terms and conditions may apply to the use of the Public Access Areas and Private Review Areas, including frequency of use of the Public Access Areas or Private Review Areas and community guidelines relating to plagiarism, appropriate content, and helpful feedback. We reserve the right to restrict your ability to access the Public Access Areas and Private Review Areas for any reason, with or without notice, including for violation of these Terms or the community guidelines.
By using the Public Access Areas and Private Review Areas, you grant to ZipiLipi the right to use your content to improve the services and features offered by ZipiLipi. We may, among other uses, utilize your content in an aggregated, anonymized manner to implement and develop features for the site and to develop metrics based on your usage of these features.
ZipiLipi disclaims all responsibility for the quality, timeliness, appropriateness and value of any content, information or reviews provided to you through the Public Access Areas and Private Review Areas and the use of your content by reviewers of content. You agree that you are using the Public Access Areas and Private Review Areas at your sole risk.
The ZipiLipi Sites may also contain features that facilitate your connection and communication with selected colleges, universities, other educational institutions, and/or representatives from any of these institutions (“ZipiLipi Network”). ZipiLipi Network serves as an intermediary in order to facilitate these connections. When you opt to connect with an educational institution, you agree to share your profile information with that educational institution.
You agree that you will only submit true, correct, and original profile information. You acknowledge that subject to the restrictions set forth herein, it is your decision as to whether or not to share your profile. You may not post content that violates any applicable law or infringes any patent, trademark, trade secret, copyright, right of privacy or publicity, or other proprietary rights of any person or entity.
You understand that your use of ZipiLipi Network is not a guarantee that an educational institution will admit you. ZipiLipi takes no responsibility for the decisions made by the institutions. ZipiLipi only serves as the coordination platform to connect you to educational institutions to engage in discussions with admissions officers and other stakeholders in the admission process. The decisions surrounding your admittance, enrolment, and financial aid packages, are entirely at the discretion of the educational institution and you. ZipiLipi provides no guarantee that you will be accepted, that you will enrol, or that the final tuition bill will be reduced at the institution at which you choose to matriculate. ZipiLipi has no liability if your correspondence with the educational institution is not received or is only partially received. It is your responsibility to confirm with the educational institution that your correspondence has been received.
You further acknowledge that additional terms and conditions may apply to the use of the ZipiLipi Network, including community guidelines, appropriate behaviour, and helpful feedback. We reserve the right to restrict your ability to access ZipiLipi Network for any reason, with or without notice, including for violation of these Terms or the community guidelines.
By using ZipiLipi Network, you grant to ZipiLipi the right to use your content to improve the services and features offered by ZipiLipi. We may, among other uses, utilize your content in an aggregated, anonymized manner to implement and develop features for the site and to develop metrics associated with ZipiLipi Network.
ZipiLipi Sites are a venue for students and their parents to learn about colleges and universities, the admissions process, financial aid alternatives, and other college admissions topics and for representatives of colleges and universities to learn about and interact with students. ZipiLipi does not control and is not involved in, admissions or financial aid decisions or negotiations or the admission process between colleges, universities and students. ZipiLipi is not responsible for transactions with advertisers appearing on a ZipiLipi Site or in newsletters or between students and representatives from colleges and universities.
The Web Site Content may contain inaccuracies or typographical errors. ZipiLipi makes no representations about the accuracy, reliability, or completeness, of any ZipiLipi Site or the Web Site Content or the timeliness of any services therein provided. The use of the ZipiLipi Sites and the Web Site Content is at your own risk. Changes are periodically made to the ZipiLipi Sites. While we will endeavour to make these changes at a time least likely to interfere with your use of any ZipiLipi Site, such changes may be made at any time.
Certain Web Site Content may contain information about paying for college, financial aid and related tax or legal consequences. You understand that this content is provided for informational purposes only and is not a substitute for professional advice from qualified practitioners. You should always seek professional advice tailored to your individual circumstances.
Certain portions of the Web Site Content may indicate to you your likelihood of admission to a particular college or university. Such services are for directional purposes only and should not be relied upon in your college search process. Always talk to experts such as college admissions personnel and high school counsellors if you are unsure of your chances of admission to a particular college or university. You assume all risks regarding your use of this tool and understand that any decision to apply or not to apply to any particular college or university and the resulting consequences are your sole responsibility.
THE ZIPILIPI SITES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, ZIPILIPI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE ZIPILIPI SITES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ZIPILIPI MAKES NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE ZIPILIPI SITES WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE ZIPILIPI SITES. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZIPILIPI, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS USE OR DATA, OR FOR ANY DIRECT, INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM (A) YOUR USE OR INABILITY TO USE THE ZIPILIPI SITES OR THE WEB SITE CONTENT; (B) THE ZIPILIPI SITES GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE ZIPILIPI SITES AVAILABLE; OR (C) ANY OTHER INTERACTIONS WITH ZIPILIPI OR BETWEEN YOU AND ANY THIRD PARTY THROUGH THE ZIPILIPI SITES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZIPILIPI HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.
On the ZipiLipi Sites, ZipiLipi may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to ZipiLipi Site users. ZipiLipi has no control over Third Party Sites and Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by ZipiLipi, and ZipiLipi is not responsible for any Third Party Sites accessed through the ZipiLipi Sites or any Third Party Applications, Software or Content posted on, available through or installed from the Third Party Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by ZipiLipi. If you decide to leave the ZipiLipi Sites and access the Third Party Sites or to use or install any Third Party Applications, Software or 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 site to which you navigate from the ZipiLipi Sites or relating to any applications you use or install from the site.
ZipiLipi may provide you with the opportunity to submit certain materials that you have prepared to generative AI or similar technologies (“AI Technology”). ZipiLipi offers this as a courtesy to ZipiLipi Site users, and it has no control over the AI Technology or the output that you receive through the use thereof ("Output”) and no liability to you or anyone else arising from or relating to your use of the AI Technology and/or the Output. Your use of AI Technology through ZipiLipi is subject to all of the limitations set forth in the “LINKS TO OTHER SITES AND/OR MATERIALS” section above.
In addition, in using AI Technology, you agree and warrant that you will comply with any applicable terms of use, usage policies, sharing and publication policies, or similar policies and terms that govern your use of such AI Technology. For example, you understand that you must be the author or creator of any material you submit to AI Technologies or, if not, be authorized or permitted by such author or create, and may not use the AI Technologies for fraudulent or deceptive activity, including but not limited to plagiarism, academic dishonesty, and disinformation. You also agree and warrant that you will not misrepresent the role of AI Technology in formulating the Output. You are solely responsible for all Output, including evaluating it for accuracy and ensuring that it does not violate any applicable laws, rules, or regulations or these Terms.
You agree not to resell or assign your rights or obligations under these Terms and any purported assignment is null and void. You also agree not to make any unauthorized commercial use of any ZipiLipi Site.
You agree to defend, indemnify, and hold harmless ZipiLipi, its members, officers, directors, employees and agents, from and against any claims, actions or demands, including reasonable legal and accounting fees, arising out of (a) the use of any ZipiLipi Site by you or any account you created or (b) the User Content. ZipiLipi will provide notice to you promptly of any such claim, suit, or proceeding and will assist you, at your expense, in defending any such claim, suit or proceeding. ZipiLipi reserves the right to take over the exclusive defence of any claim for which we are entitled to indemnification under this section. In such an event, you must provide ZipiLipi with any cooperation ZipiLipi reasonably requests.
These Terms may be amended at any time and from time to time, by a revised posting on this page and updating the Last Updated date. We do not undertake any obligation to otherwise notify you of such amendment. If you continue to use the ZipiLipi Sites, you signify your agreement to our revisions to these Terms. All provisions of these Terms that by their nature must survive the termination of your use of a ZipiLipi Site will survive, including the Limitation on Damages and Indemnity.
a. Agreement to Arbitrate. This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Company, whether arising out of or relating to these Terms (including any alleged breach thereof), any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Company are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND THE COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution. The company is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at [hi@zipilipi.ai]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice to Company should be sent to [hi@zipilipi.ai] (“Notice Address”). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If the Company and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Company may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by the Company or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or the Company is entitled.
d. Arbitration Procedures. Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules (collectively, the “AAA Rules”), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, https://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under these Terms and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. Unless the Company and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, the Company agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, the Company will pay all Arbitration Fees. If the value of the relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Company will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, the Company will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.
f. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
g. Severability. If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.
h. Future Changes to Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, the Company agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a ZipiLipi Site user, you may reject any such change by sending Company written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
If any part of these Terms is held invalid or unenforceable, that portion of the Terms will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of ZipiLipi to enforce any provision of these Terms will not be considered a waiver of our right to enforce such provision. Our rights under these Terms will survive any termination of these Terms.You agree that any cause of action related to or arising out of your relationship with ZipiLipi must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
These Terms and your use of the ZipiLipi Sites are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth above, you and the Company submit to the personal and exclusive jurisdiction of the state and federal courts located within Boston, Massachusetts.
ZipiLipi makes no claims that any ZipiLipi Site or the Web Site Content may be lawfully viewed or accessed outside of the United States. If you access a ZipiLipi Site from outside of the United States, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction.
ZipiLipi may assign or delegate these Terms and/or ZipiLipi’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms or Privacy Policy without ZipiLipi’s prior written consent, and any unauthorized assignment and delegation by you is void.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THE TERMS, AND WILL BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS TOGETHER WITH THE PRIVACY POLICY AT WWW.ZIPILIPI.AI/PRIVACYPOLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THESE TERMS.
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