Zangerine Terms of Service

 

By signing up for the Zangerine services or any of the service offered by our affiliates, you agree to these terms and conditions. (“Terms of Service”).  The services offered by Zangerine are referred to in these Terms of Service as “Services” and services offered by affiliate’s of Zangerine are referred to as “Affiliate Services”. You can review the current version of the Terms of Service at any time at https://app.zangerine.com/legal/terms-of-service.html. Zangerine reserves the right to update and change the Terms of Service by posting updates and changes to the Zangerine website and this “Terms of Service” page. You are advised to check the Terms of Service from time to time for any updates or changes that might impact you.

 

You must read, accept and agree with all of the terms and conditions contained in this agreement, including Zangerine’s Privacy Policy and Data Processing Agreement (DPA) before you use Zangerine and your continued access and use of Zangerine Services constitutes your agreement to abide by the Terms of Service found here.

 

We’ve included “Zangerine’s Take” as a fun summary for convenience only.  It’s not legally binding, but it might help us all understand better what the lawyers are trying to say.

Account Terms

  1. You must be 18 years or older to use this service.
  2. To access and use the Services, you must register by providing full and accurate information as required in the registration process.  Zangerine may reject your registration for an Account, or cancel an existing Account, for any reason, in our sole discretion
  3. You agree that Zangerine will use the email address you provide to contact and communicate with you.
  4. You are responsible for the security of your passwords. Zangerine cannot and will not be liable for any loss or damage from your failure to maintain the security of your account and passwords.
  5. You are responsible for all content posted to your account including photos, images, videos, graphics, written content, audio files, code, information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account (“Materials”).
  6. Any breach or violation of any term in this Terms of Service, will result in an immediate termination of your services.

Zangerine’s Take:

Play nice and be good. Don’t use Zangerine for bad stuff.  Also, to keep other bad people from doing bad stuff, keep track of your passwords.

Account Activation

  1. The person signing up for the Service will be the contracting party (“Account Owner”) for the purposes of our Terms of Service and will be the person who is authorized to use any corresponding account that we may provide to the Account Owner in connection with the service.
  2. If you are signing up for the Service on behalf of your employer, your employer shall be the Account Owner. If you are signing up for the Service on behalf of your employer, then you represent and warrant that you have the authority to bind your employer to our Terms of Service.
  3. Affiliate Services will carry their own terms and conditions.

Zangerine’s Take:

Don’t pretend to be someone your not. If you sign up, you agree to play by the rules.

General Conditions

You must read, agree with and accept all of the terms and conditions contained in these Terms of Service, including the AUP, DPP and the Privacy Policy before you may use Zangerine.

  1. Technical support is only provide to paying Account holders and is only available via email.
  2. The Terms of Service shall be governed by and interpreted in accordance with the laws of the State of Utah, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the State of Utah with respect to any dispute or claim arising out of or in connection with the Terms of Service. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms of Service and is hereby expressly excluded.
  3. You acknowledge and agree that Zangerine may amend these Terms of Service at any time by posting the relevant amended and restated Terms of Service on Zangerine’s website, available at https://www.zangerine.com/legal/terms and such amendments to the Terms of Service are effective as of the date of posting. Your continued use of the Services after the amended Terms of Service are posted constitutes your agreement to, and acceptance of, the amended Terms of Service. If you do not agree to any changes to the Terms of Service, do not continue to use the Service.
  4. You may not use the Service for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction, or the laws of the United States of America and the State of Utah. You will comply with all applicable laws, rules and regulations in your use of the Service.
  5. The Zangerine API License and Terms of Use at https://app.zangerine.com/legal/api-terms.html (“Zangerine API Terms”) govern your access to and use of the Zangerine API (as defined therein). You are solely responsible for the activity that occurs using your API Credentials (as defined in the Zangerine API Terms) and for keeping your API Credentials secure.
  6. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service without the express written permission by Zangerine.
  7. You shall not purchase search engine or other pay per click keywords (such as Google AdWords), or domain names that use Zangerine or Zangerine trademarks and/or variations and misspellings thereof.
  8. Questions about the Terms of Service should be sent to support@zangerine.com.
  9. You understand that your Materials (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit Card information is always encrypted during transfer over networks.
  10. The Services allow you to send certain communications to your customers by email. You will only use the Services in compliance with this agreement and the laws of the jurisdiction from which you send messages, and in which your messages are received.
  11. You acknowledge and agree that your use of the Service, including information transmitted to or stored by Zangerine, is governed by its privacy policy at https://app.zangerine.com/legal/privacy-policy.html

Zangerine’s Take:

We let you use the Zangerine Service, but want to make sure you know who owns it and what you can do with it.  You agree to obey the law and the rules as we’ve put them out.

Zangerine Rights

  1. We reserve the right to modify or terminate the Service for any reason, without notice at any time.
  2. We reserve the right to refuse service to anyone for any reason at any time.
  3. We may, but have no obligation to, remove Materials and suspend or terminate Accounts if we determine in our sole discretion that the goods or services offered via a store, or the Materials uploaded or posted to a store, violate our Acceptable Use Policy (“AUP”) or these Terms of Service.
  4. Verbal or written abuse of any kind (including threats of abuse or retribution) of any Zangerine customer, Zangerine employee, member, or officer will result in immediate Account termination.
  5. Zangerine does not pre-screen Materials and it is in our sole discretion to refuse or remove any Materials from the Service.
  6. We reserve the right to provide our services to your competitors and make no promise of exclusivity in any particular market segment. You further acknowledge and agree that Zangerine employees and contractors may also be Zangerine customers/merchants and that they may compete with you, although they may not use your confidential information in doing so.
  7. In the event of a dispute regarding Account ownership, we reserve the right to request documentation to determine or confirm Account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc.
  8. Zangerine retains the right to determine, in our sole judgment, rightful Account ownership and transfer an Account to the rightful owner. If we are unable to reasonably determine the rightful Account owner, Zangerine reserves the right to temporarily disable an Account until resolution has been determined between the disputing parties.

Zangerine’s Take:

Sometimes, through the course of business, we discover the need to change some policies for the good of all who are associated with Zangerine.  We want you to know that things do sometimes change.  We can decide if we don’t want to play with you.  If we decide that some of the toys we have in the sandbox shouldn’t be in there, we reserve the right to take them out.

Limitation of Liability

  1. You expressly understand and agree that Zangerine shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses resulting from the use of or inability to use the service.
  2. In no event shall Zangerine or our affiliates be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the use of our Services or these Terms of Service (however arising including negligence). You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of these Terms of Service or the documents it incorporates by reference (including the AUP), or your violation of any law or the rights of a third party.
  3. Your use of the Service is at your sole risk. The Service is provided on an “as is” and “as available” basis without any warranty or condition, express, implied or statutory.
  4. Zangerine does not warrant that the Service will be uninterrupted, timely, secure, or error-free.  
  5. Zangerine does not warrant that the results that may be obtained from the use of the Service will be accurate or reliable.
  6. Zangerine does not warrant that the quality of any products, services, information, or other Materials purchased or obtained by you through the Service will meet your expectations, or that any errors in the Service will be corrected.

Zangerine’s Take:

Bad stuff happens.  It’s part of life.  In fact, we can pretty much guarantee that sometime, some where, something won’t work the way it should. Even the big boys, like Amazon and Facebook sometimes have problems, and they own the world!  We’ll try and fix what messes up, but when it does, we can’t be liable for the consequences, we can only try and fix what broke.  We do our best to run our business, you do your best to run your business.

Acceptable Use

Zangerine is an business services system that provides the software and other tools to help businesses sell, track, ship and otherwise manage their business. We believe in free enterprise, however, there are some activities that are not acceptable to us in the use of our services.  The following activities are prohibited:

Child exploitation, harassment, bullying, defamation and threats, hateful content, Illegal activities, offering goods or services that infringe on the copyright or trademarks of others, malicious and deceptive practices, personal and confidential information, restricted Items, promotion of terrorist activities, and other similarly objectionable goods and services. This list may be amended at any time and without notice.

We may, at any time and without notice, remove any Materials, and suspend or terminate your Account or your access to the Services if you engage in activities that violate the letter or spirit of these terms including activities outside of your use of the Services.

Zangerine’s Take:

We want to be, and expect you to be, good world citizens.

Waver and Complete Agreement

The failure of Zangerine to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The Terms of Service and the documents it incorporates by reference constitute the entire agreement between you and Zangerine and govern your use of the Service, superseding any prior agreements between you and Zangerine (including, but not limited to, any prior versions of the Terms of Service).

Zangerine’s Take:

Sometimes things slip, and we don’t catch or don’t have the energy to enforce something.  When that happens, we’re not saying it’s OK.

Intellectual Property and Content

  1. Zangerine acknowledges that you own and maintain all intellectual property rights to the Materials you enter into our Service. All Materials you upload remains yours. You can remove your Zangerine website at any time by contacting Zangerine or deleting your Account.
  2. By uploading Materials, you agree: (a) to allow other internet users to view the Materials you post publicly to your store; (b) to allow Zangerine to store, and in the case of Materials you post publicly, display, your Materials; and (c) that Zangerine can, at any time, review all the Materials submitted to its Service, although we are not obligated to do so.
  3. You retain ownership over all Materials that you upload to your Zangerine account; however, by making your Materials public, you agree to allow others to view Materials that you post publicly. You are responsible for compliance of the Materials with any applicable laws or regulations.
  4. We will not disclose your confidential information to third parties (“Your Confidential Information”), except as required in the course of providing our services. Your Confidential Information includes any Materials or information provided by you to us which is not publicly known. Your Confidential Information does not include information that: (a) was in the public domain at the time we received it; (b) comes into the public domain after we received it through no fault of ours; (c) we received from someone other than you without breach of our or their confidentiality obligations; or (d) we are required by law to disclose.
  5. Zangerine shall have the non-exclusive right and license to use the names, trademarks, service marks and logos associated with your store to promote the Service.

Zangerine’s Take:

We recognize that you own your stuff.  You can manage it in our software, or you can take it off, that’s your choice.  When you do load it onto our software, you are giving us the right to present it consistent with the use of our software. If you’ve already told the world about something, then it’s not really confidential and that includes your name and logo and stuff.

Zangerine Shipping

  1. If you are located in the United States, you can purchase shipping labels from within Zangerine for delivery of goods processed through Zangerine Services. In addition to these Terms of Service, your access to and use of Zangerine Shipping is subject to the Zangerine Shipping Terms of Service, located at https://app.zangerine.com/legal/shipping-terms.html

Zangerine’s Take:

We can help you ship your stuff, and when you do you agree to our terms of shipping.

eCommerce Website Themes

  1. For service levels that include a basic or advanced eCommerce Website, you may select the appearance of your website with a theme template from our list of options. If you select a Theme, you are licensed to use it for a single store only and only associated with your subscription to Zangerine. You are not permitted to transfer or sell a Theme to any other person or organization. Zangerine reserves the right to add, delete and modify any theme at any time.
  2. If provided, you may modify the Theme to suit your store. Zangerine may add or modify the footer that refers to Zangerine at our sole discretion. Zangerine may modify the Theme where it contains, in our sole discretion, an element that violates the Zangerine Terms of Service, even if you received the Theme in that condition. Zangerine may modify the Theme to reflect technical changes and updates as required.
  3. The intellectual property rights of the Theme remain the property of the designer.
  4. Technical support for any modifications to Theme is your responsibility, and Zangerine accepts no responsibility to provide such support.  Zangerine will support the core Theme as presented.
  5. It is the responsibility of the user, and not Zangerine, to ensure that the installation of a new theme does not damage the current or preexisting theme, or UI, of the user.

Zangerine’s Take:

We’ve put work into creating website themes and don’t want you take it and sell or give it away.  We recognize that you own your stuff, please recognize that we own our stuff.

Zangerine Partners

  1. Zangerine has a directory of independent third parties ("Partners") that can help you build and customize eCommerce websites that integrate with Zangerine Services. Zangerine does not employ these Partners.
  2. Zangerine does not endorse any specific Partner and takes no responsibility for any work performed by a Partner or failure to fulfill a work order.
  3. Links or introductions to Partners, are provided solely for informational purposes at the discretion of Zangerine and shall not be construed or imply any level of liability on the part of Zangerine in relation to the work performed by any Partner.
  4. Under no circumstances shall Zangerine be liable for any direct, indirect, incidental, special, consequential, exemplary or other damages whatsoever, including, without limitation, any direct, indirect, incidental, special, consequential, exemplary or other damages that result from any contractual relationship between you and a Partner. These limitations shall apply even if Zangerine has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by law.

Zangerine’s Take:

We try to offer you options with others so you can get your work done.  If they mess up, it’s not our fault.

Payment of fees

  1. You will pay the Fees associated with the subscription and services selected, and any other applicable fees, including but not limited to Use Fees related to the value of sales processed through Zangerine, whether made through your eCommerce Website, imported through an integration, individually entered, or by any other means enabled a product to be process through the Zangerine Services.  You will also pay any fees relating to your purchase or use of any products or services such as Zangerine Payments, shipping, apps, Themes, domain names or Third Party Services (“Additional Fees”). Together, the Subscription Fees, Use Fees, Transaction Fees and the Additional Fees are referred to as the “Fees”.
  2. You must keep a valid credit card on file with us to pay for all incurred and recurring Fees. Zangerine will charge applicable Fees to the credit card account that you authorize (“Authorized Card”), and Zangerine will continue to charge the Authorized Card (or any replacement card) for applicable Fees until the Services are terminated, and any and all outstanding Fees have been paid in full. Unless otherwise indicated, all Fees and other charges are in U.S. dollars, and all payments shall be in U.S. currency.
  3. Subscription Fees are paid in advance and will be billed in 30 day intervals (each such date, a “Billing Date”). Use Fees, Transaction Fees and Additional Fees will be charged from time to time at Zangerine’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.
  4. If we are not able to process payment of Fees using the Authorized Card, we will make a second attempt to process payment using the Authorized Card 3 days later. If the second attempt is not successful, we will make a final attempt 3 days following the second attempt. If our final attempt is not successful, we may suspend and revoke access to your Account. Your Account will be reactivated upon your payment of any outstanding Fees, plus the Fees applicable to your next Billing Cycle. You will not be able to access your Account during any period of suspension. If the outstanding Fees remain unpaid for 60 days following the date of suspension, Zangerine reserves the right to terminate your Account.
  5. All Fees are exclusive of applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future (“Taxes”).
  6. You are responsible for all applicable Taxes that arise from or as a result of your subscription to or purchase of Zangerine’s products and services. These Taxes are based on the rates applicable to the billing address you provide to us. Such amounts are in addition to the Fees for such products and services and will be billed to your Authorized Card. If you are exempt from payment of such Taxes, you must provide us with evidence of your exemption, which in some jurisdictions includes an original certificate that satisfies applicable legal requirements attesting to tax-exempt status. Tax exemption will only apply from and after the date we receive evidence satisfactory to Zangerine of your exemption. If you are not charged Taxes by Zangerine, you are responsible for determining if Taxes are payable, and if so, self-remitting Taxes to the appropriate tax authorities in your jurisdiction.
  7. If your location tax jurisdiction changes, you must promptly update that information in your Zangerine Setup.
  8. Zangerine does not provide refunds.

Zangerine’s Take:

We’re all in business to help provide for our families.  If you use it, you really need to pay for it. And, if Uncle Sam wants some of your money, it’s your job (not ours) to give it to him.

Cancellation and Termination

  1. You may cancel your Account at anytime by emailing support@zangerine.com and then following the specific instructions indicated to you in our response.
  2. Upon termination of the Services by either party for any reason:
  1. Zangerine will cease providing you with the Services and you will no longer be able to access your Account;
  2. unless otherwise provided in the Terms of Service, you will not be entitled to any refunds of any Fees, pro rata or otherwise;
  3. any outstanding balance owed to Zangerine for your use of the Services through the effective date of such termination will immediately become due and payable in full; and
  4. If you have a website serviced by Zangerine, it will be taken offline.
  1. If at the date of termination of the Service, there are any outstanding Fees owing by you, the payment method specified will be used to collect. Once that invoice has been paid in full, you will not be charged again.
  2. We reserve the right to modify or terminate the Zangerine Service or your Account for any reason, without notice at any time.
  3. Fraud: Without limiting any other remedies, Zangerine may suspend or terminate your Account if we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Site.

Zangerine’s Take:

Sometimes things happen in life that make it necessary to change direction.  We understand that. However, if you aren’t finding Zangerine what you need, you are welcome to cancel.  We’d love to know what, if anything we could have done better to make it work for you. If you quit using Zangerine, you still need to pay for what you did use.

Modifications to the Service and Prices

  1. Prices for using the Services are subject to change upon 30 days’ notice by Zangerine. Such notice may be provided at any time by posting the changes to the Zangerine website (www.zangerine.com) or the appropriate menu of your Zangerine service.
  2. Zangerine reserves the right at any time, and from time to time, to modify or discontinue, the Service (or any part thereof) with or without notice.
  3. Zangerine shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service.

Zangerine’s Take:

Change is part of life.

Third Party Services and Partners

  1. In addition to these Terms of Service, you also agree to be bound by the additional service-specific terms applicable to services you purchase from, or that are provided by, Zangerine Partners or other third parties.
  2. Zangerine may from time to time recommend, turn on, or provide access to third party software, services or products, collectively, “Third Party Services”). Such Third Party Services are made available only as a convenience, and your purchase, access or use of any such Third Party Services is solely between you and the applicable third party services provider (“Third Party Provider”). Any use by you of Third Party Services offered through the Services is entirely at your own risk and discretion, and it is your responsibility to read the terms and conditions and/or privacy policies applicable to such Third Party Services before using them. In some instances, Zangerine may receive a revenue share from Third Party Providers that Zangerine recommends to you.
  3. We do not provide any warranties for Third Party Services.
  4. Zangerine does not guarantee the availability of Third Party Services.
  5. Any tax rates suggested by Zangerine or Third Party Services are for reference, and are not a substitute for independent tax advice.
  6. Google Analytics and other products are Third Party Service that is used within the Services. Your use of the Service is subject to your acceptance of Google’s Enterprise Universal Acceptable Use Policy, as it may be amended by Google from time to time.
  7. Under no circumstances shall Zangerine be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from any Third Party Services or your contractual relationship with any Third Party Provider, including any integration Partner. These limitations shall apply even if Zangerine has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
  8. You agree to indemnify and hold us and (as applicable) our parent, subsidiaries, affiliates, Zangerine partners, officers, directors, agents, employees, and suppliers harmless from any claim or demand, including reasonable attorneys’ fees, arising out of your use of a Third Party Service or your relationship with a Third Party Provider.

Zangerine’s Take:

When you decide to use services from one of our friends, you agree to treat them with the same respect you would expect from us. When you do work with one of our friends, if you have an issue with them, take it up with them, not us. We certainly are interested in your experience, but if it doesn’t work out, it’s not our fault.

Zangerine Confidential Information

  1. During the course of your use of the Services, you may receive information relating to us, or to the Services, that is not known to the general public (“Zangerine Confidential Information”). You agree that: (a) Zangerine Confidential Information will remain Zangerine’s exclusive property; (b) you will use Zangerine Confidential Information only as is reasonably necessary for your use of or participation in the Services; (c) you will not otherwise disclose Zangerine Confidential Information to any third party, except that you may disclose to your affiliates, employees, subcontractors and agents who, in each case, are subject to confidentiality obligations at least as protective of the Zangerine Confidential Information as those contained in these Terms of Service; and (d) you will take all reasonable measures to protect the Zangerine Confidential Information against any use or disclosure that is not expressly permitted in these Terms of Service.

Zangerine’s Take:

If we tell you something in confidence, we expect you to keep it that way.

Privacy and Data Protection

  1. Zangerine is firmly committed to protecting the privacy of your personal information and the personal information of your customers. By using the Service, you acknowledge and agree that Zangerine’s collection, usage and disclosure of this personal information is governed by our Privacy Policy.
  2. If you are established in the European Economic Area (EEA); or you provide goods or services to customers in the EEA; or you are otherwise subject to the requirements of the EU General Data Protection Regulation, Zangerine’s collection and use of personal information of any European residents is also subject to our Data Processing Addendum.

Zangerine’s Take:

We respect your privacy and want to play by the rules.

Last Updated on: 1/10/2019

This Terms of Service replaces any other Terms of Service previously applicable from this date.

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