ZCASH CLOUD MINING SERVICES TERMS OF SERVICE

This Zcash Cloud Mining Services Agreement (this “Agreement”) is made between you and Zeropond LLC, a California limited liability company (“Zeropond”).  By signing up to use an account through Zeropond.com or any of its associated websites, APIs or mobile applications (collectively the “Zeropond Site”), you acknowledge that you have read, understand and agree to all of the terms and conditions contained in this Agreement, as well as the Zeropond Privacy Policy.

  1. Zcash, Cryptocurrency and Mining Risks
  1. Zcash is a cryptocurrency that is currently under development.  Zcash is an experimental technology and there is significant risk that the technology will not perform as expected, or at all.
  2. Zcash is currently in testing phase and the Zcash genesis block is anticipated to be launched on or about October 28, 2016 (“Launch Date”).  The Launch Date may be postponed or may never occur.
  3. Once Zcash is launched, the price of a Zcash coin will likely increase or decrease, and will likely experience wide price swings and significant volatility over time.  The risk of loss in holding Zcash is substantial and Zcash may lose some or all of its value.  Zcash may have a limited lifespan and may also become obsolete.
  4. Cryptocurrency is a relatively recent technology, and is relatively unregulated.  Governments may change existing laws and regulations or adopt new laws and regulations for cryptocurrencies, which may negatively and materially impact the ability to mine, hold and transfer cryptocurrencies, any of which could negatively and materially impact the value of cryptocurrencies, and possibly render cryptocurrencies worthless.
  5. Cloud mining should be considered as no more than a fun, recreational activity and not a source of income or investment.
  6. The coin output from cryptocurrency cloud mining may be impacted by a number of unforeseen factors, including but not limited to the market price of Zcash, the cost of electricity and cooling for the equipment, and the extent to which the speed of developments in computing technology makes any equipment or software Zeropond owns, leases, develops or uses obsolete.  As a result, the actual coin output from cryptocurrency cloud mining may vary from an indicated level of mining service.
  7. Over time, the difficulty mining cryptocurrencies increases, and as a result, the coin output from mining services will decrease.
  8. The fees paid for cryptocurrency mining services may exceed the value of the Zcash coin output received from these services.
  1. User Representations and Warranties
  1. Non-US Person.  You represent and warrant, on your behalf and on behalf of your affiliates, as follows:
  1. You are not a “U.S. person” as that term is defined in Regulation S of the Securities Act of 1933, as amended (“Securities Act”); and
  2. You are NOT any of the following:
  1. A citizen of the United States, wherever located or residing;
  2. Any natural person resident in the United States;
  3. Any partnership or corporation organized or incorporated under the laws of the United States;
  4. Any estate of which any executor or administrator is a U.S. person;
  5. Any trust of which any trustee is a U.S. person;
  6. Any agency or branch of a foreign entity located in the United States;
  7. Any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;
  8. Any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and
  9. Any partnership or corporation if:
  1. Organized or incorporated under the laws of any foreign jurisdiction; and
  2. Formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors (as defined in § 230.501(a)) who are not natural persons, estates or trusts.
  1. Individual Representations and Warranties.  If you are an individual, you represent and warrant, on your behalf and on behalf of your affiliates, as follows:
  1. You are at least 18 years old, and are of legal age and have the capacity to enter into a contract under all applicable laws in order to open and maintain an Account (as defined herein) and use the Services (as defined herein);
  2. You reside outside of the United States;
  3. You are physically located outside the United States at the time you enter into this Agreement;
  4. You are sophisticated in the evaluation, purchase, mining, holding and sale of cryptocurrencies, and are aware and understand the significant risks involved with cryptocurrencies;
  5. You are subscribing for the Services with the expectation that Zeropond will provide Services as measured by hashrate per second, and that the Services will be applied in an effort to mine Zcash coins;
  6. The output of Zcash coins from the Services is uncertain and Zeropond does not guarantee the output of Zcash coins from the Services;
  7. You  are not subscribing for the Services as an investment or with an expectation of profit;
  8. You are subscribing for the Services, which are offered on a “best efforts” basis;
  9. You are entering this Agreement for your own account and not on behalf of any other person or entity;
  10. You have carefully considered whether holding or mining Zcash is suitable for you in light of your financial condition and the significant risks associated with holding or mining Zcash;
  11. You are familiar with cryptocurrencies in general and Zcash in particular; you understand the nature, risks and uses of cryptocurrency mining;
  12. You have not been, are not currently and will not become involved with or engaged in, directly or indirectly, any crime or illegal activity, including without limitation, any computer crime, money laundering, terrorist financing, fraud, stock, commodity or other financial market manipulation (including cryptocurrency market manipulation), theft, conversion, tax evasion, or any other type of crime or unlawful or illegal activity (individually, a “Prohibited Activity” and collectively, the “Prohibited Activities”); and
  13. You will not use the Zeropond Site, the Services, or the Zcash or other cryptocurrency obtained from the Services for any Prohibited Activity.
  1. Entity Representations and Warranties.  If you are an entity, you represent and warrant, on your behalf and on behalf of your affiliates, as follows:
  1. You are duly organized, validly existing and in good standing in the jurisdiction where you were formed;
  2. Your business, assets, directors, officers and employees are all located outside of the United States;
  3. Your revenues originate outside of the United States;
  4. You have full power and authority to carry on your business as it is currently being conducted;
  5. You have full power and authority to enter into this Agreement, to open and maintain an Account and to use the Services;
  6. This Agreement has been duly executed and delivered by you, and represents valid and binding obligations of you, and is enforceable against you in accordance with its terms;
  7. You are sophisticated in the evaluation, purchase, holding and sale of cryptocurrencies, and are aware and understand the significant risks involved with cryptocurrencies;
  8. You are subscribing for the Services with the expectation that Zeropond will provide Services as measured by hashrate per second, and that the Services will be applied in an effort to mine Zcash coins;
  9. The output of Zcash coins from the Services is uncertain and Zeropond has not guaranteed the output of Zcash coins from the Service;
  10. You  are not subscribing for the Services as an investment or with an expectation of profit;
  11. You are subscribing for the Services, which are offered on a “best efforts” basis;
  12. You are entering this Agreement for your own account and not on behalf of any other person or entity;
  13. You have carefully considered whether holding or mining Zcash is suitable for you in light of your financial condition and the significant risks associated with holding or mining Zcash;
  14. You are familiar with cryptocurrencies in general and Zcash in particular; you understand the nature, risks and uses of cryptocurrency mining;
  15. You have not been, are not currently and will not become involved with or engage in any Prohibited Activity; and
  16. You will not use the Zeropond Site, the Services, or the Zcash or other cryptocurrency obtained from the Services for any Prohibited Activity.
  1. Zeropond Reliance on Representations and Warranties; Indemnity.  You understand that Zeropond and its counsel are relying upon your representations and warranties above.  You agree to indemnify and hold harmless Zeropond, its directors, officers, managers, members, representatives and agents, against any and all loss, liability, claim, damage and expense (including attorneys' fees) arising out of or based upon any misstatement or omission of the foregoing representations and warranties.  In the event Zeropond suspects or determines, in its sole and absolute discretion, that any of your representations and warranties are false, Zeropond shall take such action as it deems necessary, including suspending or terminating the Services, closing your Account and reporting the discovery to and cooperating with the appropriate legal authorities.

  1. Services
  1. Zeropond Services.  Zeropond provides cloud-based Zcash mining services (the “Services”) on a “best efforts” basis for a fee.  Zeropond agrees to provide you with computing services, as measured by hashrate per second, based upon the specific Zcash mining service for which you have subscribed.  The Services will be applied to mine Zcash.  The Zcash coin output from the mining efforts is uncertain and is not guaranteed by Zeropond.  Zeropond is not selling Zcash or any other cryptocurrency.  Zeropond is not selling ownership interests in its computer hardware or software or the Services.  Zeropond’s service offerings (including the Services) may be amended, changed or terminated by Zeropond at any time in Zeropond’s sole and absolute discretion.  Any material changes to Zeropond’s Services will be reflected on the Zeropond website prior to implementation by Zeropond.
  2. No Guarantee of Mining Output.  Zeropond will use its best efforts to deliver the Services; however, the availability and performance of computing power may vary significantly from the level stated in the subscribed Service offering.  Zeropond makes no representation, warranty or guarantee as to the actual computing power or Zcash mining output that you may receive.
  3. No fiat trading or exchange.  In the event Zeropond displays cryptocurrency-to-fiat currency exchange rates on the Zeropond Site, such rates are for informational and illustrative purposes only, are not guaranteed by Zeropond, and are meant to only be representative of what the exchange rates may be on cryptocurrency exchanges.  Zeropond does not exchange, trade in, or allow fiat currency to be transferred in to or out of an Account.  Zeropond has no opinion regarding alleged relative values of virtual currencies in relation to fiat currencies.
  4. No cryptocurrency exchange.  Zeropond does not exchange or trade Zcash or any other cryptocurrency for Zcash or any other cryptocurrency.  Zeropond may contract with an independent third party to provide cryptocurrency-to-cryptocurrency exchange services.  Zeropond makes no representation, warranty or guarantee as to the quality or availability of these third party services.  You agree to use these third party services at your own risk.

  1. Payment
  1. Payment for Services.  Payment for the Services will be made in advance.  All payments are final and non-refundable.  Payment will be made by Bitcoin or other cryptocurrencies that Zeropond may from time to time designate on the Zeropond Site as acceptable forms of payment (“Approved Forms of Payment”).  No other form of payment is accepted.  Zeropond may at any time, in its sole and absolute discretion, change the Approved Forms of Payment, reduce or expand the number and types of Approved Forms of Payment and impose conditions or restrictions on the acceptance of Approved Forms of Payment.  Zeropond is not liable or responsible in any way for fees or charges you may incur in connection with obtaining, sending or otherwise transferring the Approved Forms of Payment to Zeropond.
  2. No Refunds Policy.  It is Zeropond’s policy not to issue refunds.  As a customer, you are responsible for understanding this before establishing an Account or subscribing for any Service on the Zeropond Site.  If Zeropond, in its sole and absolute discretion, determines that the circumstances warrant, then Zeropond may extend the term of this Agreement or otherwise may modify the Services to remedy any problem or issues that may arise during the term of the Agreement.

  1. Term
  1. Commencement Date.  This Agreement will commence at the later of the Launch Date (or as soon as practicable thereafter) or the date you accept this Agreement (“Commencement Date”).
  2. Term.  This Agreement will terminate at the end of the term established in specific Zcash mining service for which you have subscribed, unless earlier terminated by Zeropond in accordance with the provisions of this Agreement.

  1. Creating a Zeropond Account
  1. Registration of Zeropond Account.  In order to use any of the Services, you must first register for a Zeropond account (“Account”) by (a) providing your name, address, date of birth (or date of formation if you are an entity), an email address and password, and (b) affirming your acceptance of this Agreement.  Zeropond may require verification of the foregoing information prior to the establishment of an Account.  Zeropond may, in its sole and absolute discretion, require additional information prior to establishing an Account, refuse to allow you to establish an Account, or limit the number of Accounts that a single user may establish and maintain at any time.  
  2. Identity Verification.  In order to establish an Account and to subscribe for the Services, you are required to provide Zeropond with certain personal information, including, but not limited to, your name, current address, email address, and date of birth (or date of formation if you are an entity).  In submitting this or any other personal information as may be required by Zeropond, you verify that the information is accurate and authentic, and you agree to promptly update Zeropond if any information changes.  You hereby authorize Zeropond to, directly or through third parties make any and all inquiries Zeropond considers necessary to verify your identity and/or protect against Prohibited Activities, including to query identity information contained in public reports (e.g., your name, address, past addresses, or date of birth), and to take action Zeropond reasonably deems necessary based on the results of such inquiries and reports.  You further authorize any and all third parties to which such inquiries or requests may be directed to fully respond to such inquiries or requests.  If you do not promptly provide any information required by Zeropond, Zeropond may suspend, freeze or terminate the Services and your Account.
  3. No insurance.  Your Account is not insured and that any losses in your holdings of Zcash or any other cryptocurrency are your sole responsibility.

  1. Zcash Disruption; Telecommunications Outages; Force Majeure
  1. Zcash Disruption.  After the Launch Date, there may be problems, issues, disagreements or disruptions (individually, a “Zcash Disruption” and collectively, “Zcash Disruptions”) relating to Zcash, Zcash coins, the Zcash blockchain, the Zcash network or other related items (collectively, the “Zcash Ecosystem”).  A Zcash Disruption includes, but is not limited to: (a) a change or alteration of any element of the Zcash Ecosystem; (b) a materially negative change in the value of Zcash in absolute terms or relative to other digital currencies or fiat currencies (as determined by Zeropond in its sole and absolute discretion); (c) a fork in consensus of the Zcash Ecosystem; (d) fraud or misuse of any element of the Zcash Ecosystem; or (d) a Prohibited Activity involving the Zcash Ecosystem.  Any of these Zcash Disruptions may result in (i) changes to the Zcash code, (ii) changes to or impact on the functionality or features of the Zcash Ecosystem, (iii) a partial or total recall of the issued Zcash coins, or (iv) other actions or effects that materially damage the value or desirability of Zcash or render Zcash worthless.  You acknowledge that Zcash Disruptions will likely occur and that you are aware of and understand the risks of Zcash Disruptions, including that the value of Zcash may decline or that Zcash may become worthless.  Zeropond does not assume any responsibility or liability of any kind in the event a Zcash Disruption occurs.  In the event of a Zcash Disruption, Zeropond shall in its sole and absolute discretion, determine if, when and how to extend the term of this Agreement or modify the Services to address such Zcash Disruption.
  2. Data Centers and Telecommunications Services.  Zeropond stores and maintains its hardware and software that provides the Services at third party data centers and utilizes the services of third party telecommunications providers.  Zeropond reserves the right to not disclose the name or location of its data centers and telecommunications providers and also reserves the right to change data centers and telecommunications providers at any time in its sole and absolute discretion.  Data centers and telecommunications providers occasionally experience downtime (such as for routine maintenance), disruptions and outages, and in that event the Services may be disrupted and Zeropond’s mining capacity or output may be slowed, interrupted, terminated or otherwise negatively impacted.  Zeropond assumes no liability or responsibility for any disruptions or outages.
  3. Security.  Zeropond takes reasonable precautions to protect the Zeropond Site, the Services, your Account and your personal information from loss, misuse, unauthorized access, disclosure, alteration, and destruction.  Zeropond shall not bear any liability whatsoever for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect the Zeropond Site, the Services, your Account or your personal information, or any phishing, spoofing or other attack.
  4. Force Majeure.
  1. No Liability.  Zeropond shall not be liable for delays, failure in performance or interruption of its Services, offerings which result directly or indirectly from any cause, condition or event beyond Zeropond’s reasonable control (an event of “Force Majeure”).  An event of Force Majeure includes, but is not limited to, the following:
  1. Act of God, riot, act of civil or military authorities, war, invasion, act of foreign enemies, hostilities (whether war be declared or not), acts of terrorism, civil war, civil disturbance, rebellion, revolution, insurrection, requisition, nationalization or compulsory acquisition by any governmental or competent authority;
  2. Ionizing radiation or contamination, radioactivity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component;
  3. Pressure waves caused by aircraft or other aerial devices traveling at sonic or supersonic speeds;
  4. Earthquakes, tremors, flood, fire or other physical natural disaster, but excluding routine weather conditions;
  5. Strikes or other labor disputes;
  6. Changes in law or regulation that materially and negatively impact Zeropond’s ability to conduct its business or provide the Services;
  7. Interruption in energy, telecommunications, network or Internet services;
  8. Failure of critical third party equipment, software or code;
  9. A Zcash Disruption or a change, disruption or other breakdown in any significant cryptocurrency or cryptocurrency market (such as Bitcoin) that materially and negatively impacts the Zcash Ecosystem; and
  10. Other catastrophe which is beyond Zeropond’s reasonable control.
  1. Notification.  Upon an event of Force Majeure, Zeropond will use its reasonable efforts to notify you of the event of Force Majeure.
  2. Recommence Performance.  As soon as is reasonably practicable after completion of the event of Force Majeure, Zeropond will recommence the performance of its obligations under this Agreement.

  1. Zeropond Site, Services and Account Matters
  1. Limited License.  Zeropond grants you a limited, non-exclusive, non-transferable license, subject to the terms of this Agreement, to access and use the Zeropond Site and related content, materials and information (collectively, the "Content") solely for approved purposes as permitted by Zeropond from time to time in its sole and absolute discretion. Any other use of the Zeropond Site or Content is expressly prohibited.  All right, title, and interest in the Zeropond Site or Content is exclusively the property of Zeropond and its licensors.  You will not copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.  The terms "Zeropond.com" and "Zeropond," and all logos related to Zeropond or the Services or displayed on the Zeropond Site are the intellectual property of Zeropond or its licensors.  You may not copy, imitate or use them without Zeropond's prior written consent.
  2. Website Accuracy.  Although Zeropond intends to provide accurate and timely information on the Zeropond Site, the Zeropond Site (including, without limitation, the Content) may not always be accurate, complete or current, may omit information, and may also include technical inaccuracies or typographical errors.  In an effort to continue to provide you with as complete and accurate information as possible, information may be changed or updated from time to time without notice, including without limitation information regarding Zeropond’s policies, products and services.  Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Zeropond Site are your sole responsibility and Zeropond shall have no liability for such decisions.  
  3. Links to Third Party Sites.  Links to third-party materials (including without limitation websites) may be provided as a convenience, but the third party materials are not controlled by Zeropond.  You acknowledge and agree that Zeropond is not responsible for any aspect of the information, content, or services contained in any third-party materials or on any third party sites accessible or linked to the Zeropond Site.
  4. Suspension, Termination, and Cancellation.  Zeropond may: (a) suspend, restrict, or terminate your access to any or all of the Services, and/or (b) deactivate or cancel your Account if:
  1. Zeropond is so required by a facially valid subpoena, court order, or order from a government authority; or
  2. Zeropond reasonably suspects you of using your Account in connection with a Prohibited Use; or
  3. Use of your Account is subject to any pending litigation, investigation, or government proceeding and/or Zeropond perceives a heightened risk of legal or regulatory non-compliance associated with your Account activity; or
  4. Zeropond’s service partners are unable to support your use; or
  5. You take any action that Zeropond deems (in its sole and absolute discretion) as circumventing Zeropond's controls, including, but not limited to, opening multiple Accounts or abusing promotions which Zeropond may offer from time to time.
  1. Account Action on Prohibited Activity.  Should Zeropond, in its sole and absolute discretion, suspect or determine that any of your representations and warranties is not or may not be true or that you are planning, conducting or attempting to conduct a Prohibited Activity, Zeropond will take any and all action that it deems necessary or appropriate in the circumstances, in its sole and absolute discretion, including but not limited to (a) suspending, freezing, cancelling or terminating your account, (b) blocking any transactions; (c) freezing any funds and (d) reporting the discovery to and cooperating with the appropriate legal authorities.  Zeropond reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request.
  2. Account Closure.  If Zeropond suspends or closes your Account, or terminates your use of the Services for any reason, Zeropond will provide you with notice of its actions unless a court order or other legal process prohibits Zeropond from providing you with such notice.  You acknowledge that Zeropond's decision to take certain actions, including limiting access to, freezing, suspending, or closing your Account, may be based on confidential criteria that are essential to Zeropond's risk management and security protocols.  You agree that Zeropond is under no obligation to disclose the details of its risk management and security protocols to you.
  3. Account Closure Procedures.  You will be permitted to transfer digital currencies associated with your Account for ninety (90) days after Account deactivation or cancellation unless such transfer is otherwise prohibited (i) under the law, including but not limited to applicable sanctions programs, or (ii) by a facially valid subpoena, court order or order from a governmental authority.  You may cancel your Account at any time by withdrawing all balances and notifying Zeropond that you are cancelling your Account.  You will not be charged for canceling your Account, although you will be required to pay any outstanding amounts owed to Zeropond, including by Zeropond deducting those amounts directly from your Account or via an offset of funds that may be owed to you.  You authorize Zeropond to cancel or suspend any pending transactions at the time of cancellation.
  4. Password Security; Contact Information.  You are responsible for maintaining adequate security and control of any and all user identifications (IDs), passwords, hints, personal identification numbers (PINs), API keys or any other codes that you use to access your Account or the Services. Any loss or compromise of the foregoing information and/or your personal information may result in unauthorized access to your Account by third-parties and the loss or theft of any digital currency and/or funds held in your Account and any associated accounts, including any linked account.  You are responsible for keeping your email address and other information up to date in your Account profile in order to receive any notices or alerts that Zeropond may send you.  Zeropond assumes no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Zeropond and/or failure to follow or act on any notices or alerts that Zeropond may send to you. In the event you believe your Account information has been compromised, contact Zeropond immediately at info@zeropond.com.
  5. Taxes.  It is your sole responsibility to determine whether, and to what extent, any taxes apply to any transactions you conduct through the Zeropond Site, the Services, or your Account, and to withhold, collect, report and remit the correct amounts of taxes to the appropriate tax authorities in a timely manner.  You agree to indemnify and hold harmless Zeropond, its directors, officers, members, representatives and agents, against any and all loss, liability, claim, damage and expense (including attorneys' fees) from any actual or potential tax liability arising out of your use of the Zeropond Site, the Services or your Account.
  6. Unclaimed Property. If Zeropond is holding funds in your Account, and Zeropond is unable to contact you and has no record of your use of the Services for several years, applicable law may require Zeropond to report these funds as unclaimed property to the applicable jurisdiction.  If this occurs, Zeropond will try to locate you at the address shown in its records, but if Zeropond is unable to locate you, Zeropond may be required to deliver any such funds to the applicable state or jurisdiction as unclaimed property.  Zeropond reserves the right to deduct a dormancy fee or other administrative charges from such unclaimed funds, as permitted by applicable law.
  7. Advertising.  Zeropond may allow placement of advertisements on the Zeropond Site.  These advertisements are generated without the input of Zeropond and the contents are not controlled by Zeropond.  Zeropond does not endorse, promote, sponsor or recommend companies, services or products that may be displayed in such advertisements.

  1. Dispute Resolution
  1. Contact Zeropond.  If you have any feedback, questions, issues or complaints, email Zeropond Customer Support at info@zeropond.com.  When you contact Zeropond, please provide your name, address, and any other information Zeropond may need to identify you, your Account, and the transaction on which you have feedback, questions, or complaints.
  2. ARBITRATION; WAIVER OF CLASS ACTION.  If you have a dispute with Zeropond regarding this Agreement, you agree to first contact Zeropond so that Zeropond may attempt to resolve any such dispute through its support team.  You agree to use your good faith efforts to resolve any such dispute with Zeropond.  If, within 30 days after Zeropond’s receipt of your written notice of a dispute including a detailed explanation of the basis of the dispute, the dispute cannot be resolved through Zeropond’s support team, then the dispute shall be finally settled in binding arbitration, on an individual basis, in accordance with the rules of the American Arbitration Association (“AAA”) for arbitration of consumer-related disputes (the AAA website is accessible at www.adr.org).  YOU AND ZEROPOND HEREBY EXPRESSLY WAIVE TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.  The arbitration shall be conducted by a single, neutral arbitrator and shall take place San Francisco, California, USA in the English language.  You irrevocably and unconditionally agree to submit to binding arbitration exclusively in San Francisco, California, USA.  The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys' fees when authorized by law, and the arbitral decision may be enforced in any court.  Upon mutual written agreement, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings.  The prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys' fees.  Each party will be responsible for any other fees or costs, such as attorney fees that the party may incur.  If a court decides that any provision of this section is invalid or unenforceable, that provision shall be severed and the other parts of this section shall still apply. In any case, the remainder of this Agreement will continue to apply.

  1. General Provisions
  1. Computer Viruses.  Zeropond shall not bear any liability, whatsoever, for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment, or any phishing, spoofing or other attack.  Zeropond advises the regular use of a reputable and readily available virus screening and prevention software.  You should also be aware that short message services (SMS) and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from Zeropond.  Always log into your Account through the Zeropond Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
  2. Release of Zeropond; Indemnification.  If you have a dispute with a third party relating to the Services, you release Zeropond, its affiliates and service providers, and each of their respective owners, managers, officers, directors, agents, joint venturers, employees and representatives from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such disputes.  You agree to indemnify and hold Zeropond, its affiliates and service providers, and each of its or their respective owners, members, officers, directors, agents, joint venturers, employees and representatives, harmless from any claim or demand (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to (i) your breach of this Agreement, (ii) your use of Zeropond Services, or (iii) your violation of any law, rule or regulation, or the rights of any third party.
  3. Limitation of Liability; No Warranty.  

IN NO EVENT SHALL ZEROPOND, ITS AFFILIATES AND SERVICE PROVIDERS, OR ANY OF THEIR RESPECTIVE OWNERS, MEMBERS, OFFICERS, DIRECTORS, AGENTS, JOINT VENTURERS, EMPLOYEES OR REPRESENTATIVES, BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, INTANGIBLE, OR CONSEQUENTIAL DAMAGES, WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH AUTHORIZED OR UNAUTHORIZED USE OF THE ZEROPOND SITE, OR YOUR ACCOUNT, OR THE SERVICES, OR THIS AGREEMENT.

THE SERVICES ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" AND “BEST EFFORTS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED OR STATUTORY.  ZEROPOND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NON-INFRINGEMENT.  ZEROPOND DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT ACCESS TO THE SITE, YOUR ACCOUNT, ANY OR ALL OF THE SERVICES, WILL BE CONTINUOUS, UNINTERRUPTED, TIMELY, OR ERROR-FREE.

  1. Entire Agreement.  This Agreement, the Privacy Policy, and the E-Sign Consent attached as an exhibit to this Agreement comprise the entire understanding and agreement between you and Zeropond as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Zeropond.  Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement.  You acknowledge that you have not relied on any oral or written statements, representations, warranties, or assurances from Zeropond or its officers, directors, employees, agents, or consultants in connection with this Agreement other than as specifically provided herein.
  2. Amendments.  Zeropond may amend or modify this Agreement, the Privacy Policy and other terms and policies by posting such amendments or modifications on the Zeropond Site, and the revised Agreement, Privacy Policy and other terms and policies shall be effective at such time.  If you do not agree with any such amendment or modification, your sole and exclusive remedy is to terminate your use of the Services and close your Account. You agree that Zeropond shall not be liable to you or any third party for any modification or termination of the Services, or suspension or termination of your access to the Services, except to the extent otherwise expressly set forth herein.  Your use of the Services after the amendment or modification shall be construed as your agreement with that amendment or modification.
  3. Assignment.  You may not assign any rights and/or licenses granted under this Agreement. Zeropond reserves the right to assign its rights without restriction, including without limitation to any Zeropond affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.  Any attempted transfer or assignment in violation hereof shall be null and void.  Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
  4. Relationship of the Parties.  Zeropond is an independent contractor for all purposes.  Nothing in this Agreement shall be deemed or is intended to be deemed, nor shall it cause, you and Zeropond to be treated as partners, joint ventures, or otherwise as joint associates for profit, or either you or Zeropond to be treated as the agent of the other.
  5. Severability.  If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected.
  6. Change of Control.  In the event that Zeropond is acquired by or merged with a third party entity, Zeropond reserves the right, in any of these circumstances, to transfer or assign the information Zeropond has collected from you as part of such merger, acquisition, sale, or other change of control.
  7. Survival.  All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, sections pertaining to suspension or termination, Account cancellation, debts owed to Zeropond, general use of the Zeropond Site, disputes with Zeropond, and general provisions, shall survive the termination or expiration of this Agreement.
  8. Governing Law; Jurisdiction.  You agree that the laws of the State of California, without regard to principles of conflict of laws, will govern this Agreement and any claim or dispute that has arisen or may arise between you and Zeropond.  Subject to the arbitration and waiver of class action provisions in this Agreement, if either party brings against the other party any proceeding arising out of or related to this Agreement, that party shall bring the proceeding only in the Superior Court of San Francisco, in the state of California.  You irrevocably and unconditionally agree to submit to the exclusive jurisdiction of the Superior Court of San Francisco, in the state of California.
  9. English Language Controls.  Notwithstanding any other provision of this Agreement, any translation of the Zeropond Site or this Agreement that may be provided is provided solely for your convenience.  The meanings of terms, conditions and representations herein are subject to definitions and interpretations in the English language as used in the United States.  Any translation provided may not accurately represent the information in the original English.
  10. E-Sign Consent.  You acknowledge that you have read the E-Sign Consent attached as an exhibit to this Agreement.  The E-Sign Consent is an integral part of this Agreement.  You understand and agree with the terms of the E-Sign Consent.


APPENDIX: E-SIGN DISCLOSURE AND CONSENT

This policy describes how Zeropond delivers communications to you electronically.  Zeropond may amend this policy at any time by providing a revised version on the Zeropond website.  The revised version will be effective at the time it is posted.  Zeropond will provide you with prior notice of any material changes via the Zeropond website.

Electronic Delivery of Communications

You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that Zeropond provides in connection with the Zeropond Site, your Account and your use of the Services.  Communications include:

Zeropond will provide these Communications to you by posting them on the Zeropond website, emailing them to you at the primary email address listed in your Zeropond profile, communicating to you via instant chat (if instant chat is offered by Zeropond), and/or through other electronic communication such as text message or mobile push notification.

Hardware and Software Requirements

In order to access and retain electronic Communications, you will need the following computer hardware and software:

How to Withdraw Your Consent

You may withdraw your consent to receive Communications electronically by emailing us at info@zeropond.com. If you fail to provide your consent or if you withdraw your consent to receive Communications electronically, Zeropond reserves the right to immediately close your Account or charge you additional fees for paper copies.

http://zeropond.com/privacy_policy.html

Updating your Information

It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date.  You understand and agree that if Zeropond sends you an electronic Communication but you do not receive it because your primary email address on file is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Zeropond will be deemed to have provided the Communication to you.

You may update your information by logging into your account and visiting settings or by contacting the Zeropond support team via email at info@zeropond.com.