PART A - Terms & Conditions, Consumers Terms of Use

This service is provided by Zipstripe Corp. ("We" or "Zipstripe") to you ("you" or "user"), subject to the terms of this agreement ("Agreement"), and the rules that may be published from time to time by Zipstripe. Zipstripe currently offers services to users who agree to abide by (i) the terms and conditions of this Agreement; (ii) the Privacy policy, and (iii) all other guidelines posted on the Zipstripe network of sites. Zipstripe reserves the right to change the nature of this relationship at any time without notice to you. You may review the most current version of this Agreement at: http://www.zipstripe.com/terms/default.htm. In addition, when using particular services of Zipstripe, you shall be subject to any posted guidelines or rules applicable to such services, which may be posted by Zipstripe from time to time. All such guidelines or rules are hereby incorporated by reference into this Agreement. Users who violate the terms of this Agreement will have their Zipstripe account ("Account") cancelled and they may permanently be banned from using Zipstripe. ENTERING A PAGE OF THE ZIPSTRIPE SITE WILL CONSTITUTE ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ABIDE BY THESE TERMS, PLEASE DO NOT ENTER ANY SITE OF THE ZIPSTRIPE NETWORK.

Zipstripe Corp. and/or its subsidiary companies, licensors and affiliates (collectively "Zipstripe") provide short message service updates, mobile alerts and mobile call for content programs as text messaging/mobile web services (collectively, the "Services") on or through its website www.zipstripe.com and the websites of its third party service providers (collectively the “Website”). These Terms of Use set out the legally binding terms with respect to your use of and Zipstripe's provision of the Website and Services. Please read these Terms of Use carefully. Your access to or use of the Website and/or Services constitutes your acceptance of all the provisions of these Terms of Use. If you are unwilling to be bound by these Terms of Use, do not access or use the Website or Services. Please note that to process your requests for the Services, you may be charged a fee to send and receive messages based on the terms of your wireless service provider. Check your wireless service provider if you have questions about your service plan.
Description of Services

All messages and services, whether or not they are delivered to or access your mobile phone, may include a premium message charge on your mobile phone account. You may also be charged for standard messages by your mobile phone provider. Please check your agreement with your mobile phone provider to see if you are charged for receiving standard or premium messages and/or data. If you do not wish to receive messages on your mobile phone from Zipstripe or its users, simply reply "stop" to any type of message, and that specific type of message or service will cease. Please note that this command will disable your Zipstripe account and all associated data. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including but not limited to the release of new Zipstripe properties, shall be subject to this Agreement. You understand and agree that the Services is provided "AS-IS" and that Zipstripe assumes no responsibility for the timeliness, deletion, misdelivery or failure to store any user communications or personalization settings. In order to use fully the Services, you must obtain access to the World Wide Web, either directly or through devices that access web-based content and data, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the World Wide Web. YOU UNDERSTAND THAT ZIPSTRIPE MAY MODIFY SERVICES AT ANY TIME AND THAT ZIPSTRIPE SPECIFICALLY RESERVES THE RIGHT FROM TIME TO TIME TO ALTER THE SELECTION, FUNCTIONALITY AND PRICING OF SERVICES AND MESSAGES, AND TO ELIMINATE ANY OR ALL OFFERINGS ENTIRELY AT ITS SOLE DISCRETION, WITH OR WITHOUT NOTIFICATION. PLEASE CHECK BACK OFTEN TO UNDERSTAND THE LATEST AND CURRENT OFFERINGS, AND SIMPLY REPLY “STOP” TO ANY MESSAGE TO CEASE ALL FUTURE MESSAGES OR CHARGES.

PART 1 -SMS TERMS AND CONDITIONS

1. Definitions.

1. In addition to any originating, entry or submission fee of which you are notified, your carrier's standard messaging rates apply to your originating, entry or submission message, our confirmation and all subsequent SMS correspondence. Please contact your wireless carrier for information about your messaging plan. Your carrier may impose message or charge limitations on your account that are outside our control. All charges are billed by and payable to your mobile service provider.

2. By subscribing through agreeing to these Terms of Use, you consent to receiving, from time to time, further messages from Zipstripe which may include offers from us, our affiliates and partners. You can unsubscribe at any time from a service by sending STOP to the specific shortcode from which you desire to terminate.

3. You represent that you are the owner or authorized user of the wireless device you use to subscribe for the service, and that you are authorized to approve the applicable charges.

4. Zipstripe will not be liable for any delays or failures in your receipt of any SMS messages as delivery is subject to effective transmission from your network operator and processing by your mobile device. SMS message services are provided on an AS IS, AS AVAILABLE basis.

5. Data obtained from you in connection with the Services may include your mobile device phone number & specifications, location, carrier's particulars, and the date, time and content of your messages and other information that you may provide. Zipstripe may use this information to contact you and to provide the services you request, and to otherwise operate, develop and improve the Services. Your wireless carrier and other service providers may also collect data about your SMS usage, and their practices are governed by their own policies.

6. The Services and the content and materials received through the Services are proprietary to Zipstripe or our licensors, and is for your personal, non-commercial use only.

7. You shall not damage, impair, interfere with or disrupt the Services or their functionality.

8. The Services are available only where such may be legally provided.

9. Zipstripe reserves the right to alter charges and/or these terms and conditions from time to time. Zipstripe may suspend or terminate the Services to you if Zipstripe believes you are in breach of the Terms of Use. Your service is also subject to termination in the event that your wireless service terminates or lapses. Zipstripe may discontinue the Services at any time.

10. If you have any questions, visit http://www.zipstripe.com and select SMS Help. You can also text the word “help” to a Zipstripe shortcode to get additional information about a particular service. Zipstripe does not charge for help messages; however, you normal carrier rates apply.

11. The Services may, without prior notice to you, be suspended or terminated by us for any reason whatsoever, including, without limitation, invalid data, closure of related account(s), breakdown, maintenance, modification, expansion and/or enhancement work caused or initiated by the telecommunications company (s) concerned in relation to their network or by any service provider in respect of the Services. We will not assume any liability or responsibility for any such suspension or termination.

12. All SMS OPT-IN replies and further requests related to such Opt-in become the property of Zipstripe. Zipstripe supports permission based marketing. All SMS OPT-IN replies will be entered into a database for the purpose of contacting you directly about Zipstripe, its brands, special offers and other promotions without notice and without any fee being paid unless otherwise advised by you. By agreeing to OPT-IN, unless otherwise advised, you also agree that Zipstripe may use your information, in any media for future promotional, marketing and publicity purposes without any further reference, payment or other compensation.

13. SMS is not a guaranteed delivery communication tool. Zipstripe and your service provider cannot accept responsibility for any SMS messages not received, any SMS reply message or for any delay in the delivery of the SMS message due to technical disruptions, network congestion, network failures or for any other reason. A vote or contest entry is only validated and included in the tally following receipt into the Zipstripe database from a carrier.

14. If for any reason the Services are not capable of running as planned, due to causes including but not limited to tampering, unauthorized intervention, fraud, technical failures or any other causes beyond the control of Zipstripe which corrupt or affect the administration security, fairness, integrity or proper conduct of the Services, Zipstripe reserves the right in its sole discretion to disqualify any individual who tampers with the Services, take any action that may be available, and to cancel, terminate, modify or suspend the Services.

PART 2 - GENERAL TERMS AND CONDITIONS

1. Eligibility.
You must be 18 or over, or the legal age to form a binding contract in your jurisdiction if that age is greater than 18 years of age, to use the Website and Services. If you are under the age of 18 or the applicable legal age in your jurisdiction, you can use the Services only in conjunction with, and under the supervision of, your parent or guardian who has agreed to the Terms of Use. If you do not qualify, do not use the Services. Usage of the Website and/or Services is void where prohibited by applicable law, and the right to access the Website and Services is revoked in such jurisdictions. By using the Website and/or Services, you represent and warrant that you have the right, authority, and capacity to enter into these Terms of Use and to abide by all of the terms and conditions set forth herein. The Website and Services is administered in Canada and intended for North American users; any use outside of North America is at the user's own risk and users are responsible for compliance with any local laws applicable to their use of the Services or Website.

2. Changes to the Agreement, Website or the Services.
You agree and understand that these Terms of Use, the Website and the Services may be modified by Zipstripe at any time without prior notice, and such modifications will be effective upon posting of the new terms and/or upon implementation of the new changes on the Website. You agree to review the Terms of Use periodically so that you are aware of any modifications. Your continued use of the Website or Services after any modifications indicates your acceptance of the modified Terms of Use. Unless expressly stated otherwise by Zipstripe, any new features, new services, enhancements or modifications to the Website or Services implemented after your initial access to the Services shall be subject to these Terms of Use.

3. Registration and Security.
In order to use or access some or all of the Website or Services, you may be required to register with Zipstripe and to select a password and user name, which shall consist of an email address you own and use ("User ID"). If you register, you agree to provide Zipstripe with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of these Terms of Use, which may result in immediate termination of your account. You may not: (i) enter, select or use a false name or an email address owned or controlled by another person with the intent to impersonate that person, or, (ii) use as a User ID a name subject to any rights of a person other than yourself without appropriate authorization. Zipstripe reserves the right to refuse registration of, or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password and are fully responsible for all activities that occur under your User ID and password. Any User ID and password provided to you for your access to the Website or Services shall be for your personal use only. You agree to (a) immediately notify Zipstripe of any unauthorized use of your User ID or password, and (b) ensure that you exit from your account at the end of each session.

4. Use of the Website/Services.
Zipstripe does not control the information, data, text, sound, photographs, graphics, video, messages and other materials available via the Services, and you must understand that all information, data, text, files, graphics, links, music, photographs, software, sound, video, messages, communication or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. Zipstripe does not control the Content posted or transmitted in any way via the Services and, as such, does not guarantee the accuracy, integrity, or quality of such Content.

You understand that by using the Website and/or Services you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Zipstripe be liable in any way for any Content, including any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of your use of any Content posted, emailed, sent via SMS or otherwise transmitted or received via the Website and/or Services. You are responsible for complying with all laws applicable to the Content you submit via the Website and/or Services. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the content, integrity, and accuracy of such Content. You agree not to do any of the following actions while using the Services:

(1) Harass, "stalk", threaten, embarrass or cause distress or discomfort upon another Zipstripe participant, user, or other individual or entity;

(2) Upload, post, email, SMS, or otherwise transmit via the Website and/or Services any Content that Zipstripe considers to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, hateful, racially, ethnically or otherwise objectionable;

(3) Upload, post, email, SMS, or otherwise transmit any material that contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit functionality of any computer software or hardware or telecommunications equipment;

(4) Upload, post, email, SMS, or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, or other proprietary rights ("Rights") of any party;

(5) Cause any screen in the Website and/or Services to "scroll" faster than other users are able to type to it or any action to a similar disruptive effect;

(6) Impersonate in the Website and/or Services any person, including but not limited to, a Zipstripe official, forum leader, guide or host;

(7) Disrupt the normal flow of dialogue within the Website and/or Services or otherwise act in a manner that negatively affects other participants;

(8) Forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted via the Website and/or Services;

(9) Collect or store personal data about other users;

(10) Intentionally or unintentionally violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Website and/or Services or in connection with your use of the Website and/or Services in any manner;

(11) Post or transmit any unsolicited advertising, promotional materials, or any other forms of solicitation in the Services.

(12) Provide or send any content which may be harmful or detrimental to Zipstripe or its business associates, or which violates any restriction or policy established by Zipstripe or its business associates.

(13) In addition, you understand and acknowledge that differing countries, societies and governments may hold their citizens, companies and visitors to a different standard of conduct and speech (legal, ethical, moral and/or religious), and in this regard access to the Website and/or Services may be terminated if they offend the conduct and speech standards of the country they are in or are transmitting in to. Considerations include:
• the sensibilities of the recipient of the transmissions whether they hold a difference religious or ethical viewpoint, are of a different race or heritage, have a mental disorder or handicap, or any other person having special circumstances;
• transmissions to or aimed at an audience of children (persons under the age of 18) that include references to sexual practices and/or containing inappropriate or offensive language; and
• content which promotes or incites terrorism, the misuse of weapons, or encourages or incites a person to commit a criminal offence.
You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Zipstripe, transmitted through the Website and/or Services, or submitted to Zipstripe. You acknowledge and agree that Zipstripe may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of Zipstripe, its users and the public.

You understand that the technical processing and transmission of the Website and/or Services, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5. Restrictions on License to Use the Website and Services.
You shall not (and you agree not to allow any third party to):
• modify, adapt, translate, or reverse engineer any portion of the Website and/or Services;
• remove any copyright, trademark or other proprietary rights notices contained in or on the Website and/or Services;
• use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Website and/or Services;
• collect any information about other users (including usernames and/or email addresses) for any purpose;
• reformat or frame any portion of the pages that are part of the Website and/or Services;
• create user accounts by automated means or under false or fraudulent pretences;
• create or transmit unwanted electronic communications such as "spam" to other users of the Website and/or Services or otherwise interfere with other user's enjoyment of the Website and/or Services;
• submit any third party materials or Content without such third party's prior written consent;
• submit any Content or material that falsely expresses or implies that such Content or material is sponsored or endorsed by Zipstripe;
• submit any Content or material that infringes, misappropriates or violates the intellectual property, publicity, privacy or other rights of any party;
• transmit any viruses, worms, defects, trojan horses or other items of a destructive nature;
• use the Website or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene, or engage in illegal or detrimental activities such as but not limited to denial of service attacks;
• copy or store any Content offered on the Website or Services for other than your own use;
• submit Content or materials that are unlawful or promote or encourage illegal activity;
• submit false or misleading information to Zipstripe;
• take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on Zipstripe's IT infrastructure;
• use the Website and/ or Services, intentionally or unintentionally, to violate any applicable local, state, national or international law; or
• collect or store personal data about other users in connection with the prohibited activities described in this paragraph.

6. Content Posted By You on the Website.
• You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights.
• You understand and agree that Zipstripe may review and delete any Content, or part(s) thereof, that in the sole judgment of Zipstripe violates these Terms of Use or which might be offensive, illegal, or that might violate the rights of, harm, or threaten the safety of other users of the Website and/or Services users.
• You are solely responsible for the any Content that you publish or display on the Website or transmit to other users (hereinafter, "Posted Content").
• You are solely responsible for your ratings and reviews of businesses listed on Zipstripe. Zipstripe reserves the right, but has no obligation, to monitor disputes between you and any entity which you have reviewed.
• You agree that you will only post Content that you believe to be true and you will not purposely provide false or misleading information.
• By posting Posted Content on the Website, you agree to and hereby do grant, and you represent and warrant that you have the right to grant, Zipstripe, its contractors, and the users of the Website and Services an irrevocable, perpetual, non-exclusive, royalty-free, fully sublicenseable, fully paid up, worldwide license to use, copy, publicly perform, digitally perform, publicly display, and distribute such Posted Content and to prepare derivative works of, or incorporate into other works, such Posted Content.
• The following is a partial list of the kind of Content and communications that are illegal or prohibited on/through the Website and Services. Zipstripe reserves the right to investigate and take appropriate legal action in its sole discretion against anyone who violates this provision, including without limitation, removing the offending communication from the Website and/or Services and terminating the account/usage of such violators or blocking your use of the Website and/or Services. You may not post Content that:
o is false or intentionally misleading;
o is patently offensive to users of the Website or Services, such as Content or messages that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
o harasses or advocates harassment of another person;
o involves the transmission of unsolicited mass mailing or "spamming";
o promotes illegal activities or conduct that is abusive;
o is threatening, obscene, defamatory or libellous;
o is pornographic or sexually explicit in nature; and
o seeks or recommends providers of material that exploits people under the age of 18 in a sexual or violent manner, or seeks or recommends providers that solicit personal information from anyone under 18.

7. Copyright Dispute Policy.
Zipstripe has adopted the following general policy toward copyright infringement in accordance with the Digital Millennium Copyright Act or DMCA (posted at www.lcweb.loc.gov/copyright/legislation/dmca.pdf). The address of Zipstripe's Designated Agent to Receive Notification of Claimed Infringement ("Designated Agent") is provided at the bottom of this section.
Zipstripe Policy - It is Zipstripe's policy to (i) block access to or remove material that it believes in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, Content providers or users; and (ii) remove and discontinue service to repeat offenders.
Procedure for Reporting Copyright Infringements - If you believe that material or Content residing on or accessible through the Website or Services infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Agent listed below ("Proper Bona Fide Infringement Notification"):
(1) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
(2) Identification of works or materials being infringed;
(3) Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Zipstripe is capable of finding and verifying its existence;
(4) Contact information about the notifier including address, telephone number and, if available, email address;
(5) A statement that the notifier has a good faith belief that the material is not authorized by the copyright owner, its agent, or the law; and
(6) A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Upon Receipt of a Bona Fide Infringement Notification - Once Proper Bona Fide Infringement Notification is received by the Designated Agent, it is Zipstripe's policy:
(1) to remove or disable access to the infringing material;
(2) to notify the Content provider or user that it has removed or disabled access to the material; and
(3) that repeat offenders will have the infringing material removed from the system and that Zipstripe will terminate such Content provider's or user's access to the service.

Procedure to Supply a Counter-Notice to the Designated Agent - If the Content provider or user believes that the material that was removed or to which access was disabled is either not infringing, or the Content provider or user believes that it has the right to post and use such material from the copyright owner, the copyright owner's agent, or pursuant to the law, the Content provider or user must send a counter-notice containing the following information to the Designated Agent listed below:
(1) A physical or electronic signature of the Content provider or user;
(2) Identification of the material that has been removed or to which access to has been disabled and the location at which the material appeared before it was removed or disabled;
(3) A statement that the Content provider or user has a good faith belief that the material was removed or disabled as a result of mistake or a misidentification of the material; and
(4) The Content provider's or user's name, address, telephone number, and, if available, email address and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the Content provider's or user's address is located, or if the Content provider's or user's address is located outside the North America, for any judicial district in which Zipstripe is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

Removal - If a counter-notice is received by the Designated Agent, Zipstripe may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the Content provider or user, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Zipstripe's discretion. Please contact Zipstripe's Designated Agent to Receive Notification of Claimed Infringement at the following address:
Copyright Agent, Zipstripe Inc.
216 Chrislea Rd., Woodbridge, Ontario, Canada L4L 8S5 Phone: (905) 856-7395
Fax: (905) 856-8465
Email to: legal@zipstripe.com

8. No Resale of Services.

You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Website or Services, use of the Website or Services, or access to the Website or Services.

9. Termination.

You agree that Zipstripe, in its sole discretion, may terminate your password, Account (or any part thereof) or access to the Website or use of the Services, and remove and discard any Content within the Website or Services, for any reason, including, without limitation, for lack of use or if Zipstripe believes that you have violated or acted inconsistently with the letter or spirit of this Agreement. Zipstripe may also in its sole discretion and at any time discontinue providing the Website or Services, or any part thereof, with or without notice. You agree that any termination of your access to the Website or Services under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Zipstripe may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Website or Services. Further, you agree that Zipstripe shall not be liable to you or any third-party for any termination of your access to the Website or Services. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website or Services must be filed within one (1) year after such claim or cause of action arose or be forever barred.

10. Dealings with Advertisers and Users.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Website or Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Zipstripe shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Website or Services. In addition, Zipstripe does not regulate user-to-user dealings, therefore, in the event you have a dispute with one or more users of the Website or Services, you agree that Zipstripe shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such user or users on the Website or Services.

11. Links.
The Website and/or Services may provide, or third parties may provide, links to other world wide web sites or resources. Because Zipstripe has no control over such sites and resources, you acknowledge and agree that Zipstripe is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Zipstripe shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such Content, goods or services available on or through any such sites or resource.

12. Zipstripe's Proprietary Rights.

You acknowledge and agree that the Website and/or Services and any necessary software used in connection with the Services ("Software") contain proprietary and confidential information that is protected by applicable intellectual property and other laws. You further acknowledge and agree that Content contained in sponsor advertisements or information presented to you through the Website or Services or advertisers is protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws. “Zipstripe Trademarks” means all names, marks, brands, logos, designs, trade dress and other designations that are used by Zipstripe in connection with its Website and/or Services, including, without limitation, Zipstripe, Zipstripe It!, and Making You Mobile.

13. Third Party Content & Trademarks.
With respect to any Content obtained from or belonging to third parties, the following applies: This information is proprietary to third parties and is protected under international copyright laws and international treaty provisions. This information is licensed for your personal or professional use and may not be resold or provided to others. You may not distribute, sell, rent, sublicense, or lease such information, in whole or in part to any third party; and you will not make such information available in whole or in part to any other user in any networked or time-sharing environment, or transfer the information in whole or in part to any computer other than the PC or mobile device used to access this information. All other trademark and service marks appearing on Zipstripe's web site which do not belong to Zipstripe are the property of their respective owners. Except as expressly authorized by Zipstripe or advertisers, you agree not to copy, modify, rent, lease, loan, sell, distribute or create derivative works based on the Website or Services or the Software, in whole or in part. Zipstripe grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single device; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You agree not to modify the Software in any manner or form, or to use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Website and/or Services. You agree not to access the Website and/or Services by any means other than through the interface that is provided by Zipstripe for use in accessing the Website and/or Services. Persons pictured upon the Zipstripe Website and/or Services consist of models and are used for illustrative purposes only.

14. Disclaimer of Warranties.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT: (a) YOUR USE OF THE WEBSITE AND/OR SERVICE IS AT YOUR SOLE RISK. THE WEBSITE AND SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZIPSTRIPE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER RELATING TO ZIPSTRIPE, THE WEBSITE, SERVICES AND SOFTWARE, AND ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES RELATED THERETO OR INCLUDED IN THE WEBSITE AND/OR SERVICES, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. (b) ZIPSTRIPE MAKES NO WARRANTY THAT (i) THE WEBSITE AND SERVICE WILL MEET YOUR REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR AVAILABLE FROM A SPECIFIC LOCATION OR DEVICE; (iii) THE INFORMATION, TEXT, GRAPHICS, VIDEOS, LINKS, OTHER ITEMS CONTAINED WITHIN AND RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE AND/OR SERVICES WILL BE ACCURATE, RELIABLE, COMPLETE OR CORRECTED; (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE WEBSITE AND/OR SERVICE WILL MEET YOUR EXPECTATIONS, (v) THAT THE CONTENT WILL BE FREE OF VIRUSES OR OTHER POTENTIALLY HARMFUL COMPONENTS, AND (vi) ANY ERRORS IN THE WEBSITE, SERVICES, CONTENT OR SOFTWARE WILL BE CORRECTED. (c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE AND/OR SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM AND MOBILE DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR USE OF THE WEBSITE OR SERVICES. (d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZIPSTRIPE OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. (e) ZIPSTRIPE IS NOT RESPONSIBLE FOR THE CONDUCT OR ANY USER OF THE WBESITE OR SERVICE. Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you. This warranty gives you specific legal rights and you may also have other legal rights, which vary between jurisdictions. Maps and directions provided on the Website or by the Services are informational only. No representation is made or warranty given as to their content, road conditions or route usability or expeditiousness. The use of any such maps and directions is subject to this terms and conditions of use and user assumes all risk of use. Zipstripe and its suppliers assume no responsibility for any loss or delay resulting from such use.

15. Limitation of Liability.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZIPSTRIPE SHALL NOT BE LIABLE UNDER ANY THEORY OF LAW FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES OR OTHER INJURY ARISING OUT OF OR IN ANY WAY CONNECTED WITH, THE USE OF THE WEBSITE OR SERVICES, FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, GOODWILL, USE, INFORMATION, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ZIPSTRIPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (v) THE DELAY OR INABILITY TO USE ZIPSTRIPE'S WEBSITE OR SERVICES; (vi) FOR ANY INFORMATION, SOFTWARE, PRODUCTS AND SERVICES OBTAINED THROUGH THE WEBSITE OR SERVICES; OR (vii) OTHERWISE ARISING OUT OF THE USE OF OR RELATED TO WEBSITE OR SERVICES; WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTUOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. NOTWIHSTANDING ANYTHING TO THE CONTRARY CONTINATD HEREIN ZIPSTRIPE'S LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCES IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO ZIPSTRIPE IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not apply to you. It is prohibited to use Zipstripe's Website and Services in violation of any applicable local, state or federal laws.

16. Indemnity.
As a condition of use of the Website and Services, you agree to indemnify Zipstripe and its suppliers from and against any and all liabilities, expenses (including attorneys' fees) and damages arising out of claims resulting from your use of the Website and/or Services, including without limitation any claims alleging facts that if true would constitute a breach by you of this agreement. Further, you agree to indemnify and hold Zipstripe, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys' fees, from any claim or demand made by any third party due to or arising out of (i) your access to the Zipstripe Website, (ii) your use of the Zipstripe Services, (iii) the violation of these Terms of Use by you, or (iv) the infringement by you, or any third party using your account or User ID or password, of any intellectual property or other right of any person or entity.

17. Special Admonition for Services Relating to Financial Matters.

If you intend to create or join any service, receive or request any news, messages, alerts or other information from the Website and/or Services concerning companies, stock quotes, investments or securities, please read the above Sections 15 and 16 again. They go doubly for you. In addition, for this type of information particularly, the phrase "Let the investor beware" is apt. The Website and Services are provided for informational purposes only, and no Content included in the Website and/or Services is intended for trading or investing purposes. Zipstripe shall not be responsible or liable for the accuracy, usefulness or availability of any information transmitted via the Website and/or Services, and shall not be responsible or liable for any trading or investment decisions made based on such information.

18. Third Party Websites & Dealings.
Zipstripe's Website or Services may contain links to websites maintained by third parties. Such links are provided for your convenience and reference only. Zipstripe does not operate or control in any respect any information, software, products or services available on such websites. Zipstripe's inclusion of a link to a website does not imply any endorsement of the services or the site, its contents, or its sponsoring organization. If you enter into correspondence or engage in commercial transactions with third parties in connection with your use of the Zipstripe Website and/or Services, such activity is solely between you and the applicable third party. Zipstripe shall have no liability, obligation or responsibility for any such activity. You hereby release Zipstripe from all claims arising from such activity.

19. Privacy.
Use of the Website and/or the Services is also governed by our Privacy Policy below.

20. Term.
These Terms of Use will remain in full force and effect while you use the Website and/or Services. Provisions of the Terms of Use that by their nature survive any termination or expiration of the use or access to the Website or Services shall so survive.

21. Errors and Delays
Zipstripe is not responsible for any errors or delays in responding to any request from you, whether the fault of our personnel or equipment, or any third party, technical or otherwise.

22. Ownership.
Except for the Content submitted by users, all content of any nature posted or provided to the Website or Services and all aspects thereof, including all copyrights, trademarks, and other intellectual property or proprietary rights therein, shall be owned by Zipstripe or its licensors. You acknowledge that the Website and Services and any underlying technology or software used in connection with the Website and/or Services contain Zipstripe's proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the content, software, and/or materials available on the Website or Services in whole or in part. Except as expressly and unambiguously provided herein, Zipstripe and its suppliers do not grant you any express or implied rights, and all rights in the Website or Services not expressly granted by Zipstripe to you are retained by Zipstripe.

23. Submissions to Zipstripe ‘The Company'.
To avoid the possibility of future misunderstandings when projects developed by Zipstripe might seem to others to be similar to their own ideas, suggestions or materials, if you do send us any materials, including creative suggestions, ideas, notes, drawings, concepts or other information or if you transmit to Zipstripe by electronic mail or otherwise, communications including any such information, data, questions, comments, suggestions, or the like (collectively, the "Information"), the Information shall be deemed, and shall remain, the property of Zipstripe. None of the Information shall be subject to any obligation of confidentiality on the part of Zipstripe and shall not be liable for any use or disclosure of any Information. Zipstripe shall exclusively own any now known or hereafter existing rights to the Information of every kind and shall been entitled to unrestricted use of the Information for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Information.

24. Notices.

Notices to you may be made via email, SMS (short message service), regular mail, or the Website and/or Services may also provide notices of changes to this Agreement or other matters by posting notices or links to notices generally on the Services.

25. Violations.

Please report any violations of this Agreement by using customer service contact form.

26. Miscellaneous.
If there is any dispute about or involving the Website and/or the Services, by using the Website or Services, you agree that the dispute will be governed by the laws of the Province of Ontario without regard to its conflict of law provisions. You hereby consent to the exclusive jurisdiction and venue of the courts of the Province of Ontario , City of Vaughan , in all disputes arising out of or relating to the use of Zipstripe Website and Services. Use of Zipstripe's Website or Services, or any portion thereof, is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation, this paragraph. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use and you do not have any authority of any kind to bind Zipstripe in any respect whatsoever. Zipstripe may provide you with notices, including those regarding changes to the Terms of Use by SMS, email, regular mail or postings on the Website or Services. These Terms of Use, accepted upon use of the Website or Services, and all terms, guidelines and rules referenced herein contain the entire agreement between you and Zipstripe regarding the use of the Website and/or the Services. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. This agreement constitutes the entire agreement between you and Zipstripe and it supersedes all prior or contemporaneous communications, promises and proposals, whether oral, written or electronic, between you and Zipstripe with respect to the Website, Services and information, Software, products and services associated with Zipstripe. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. All rights not expressly granted herein are reserved. The failure of Zipstripe to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision. These Terms of Use are not assignable, transferable or sublicenseable by you except with Zipstripe's prior written consent. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. These Terms of Use include Zipstripe's acceptable use policy for Content posted on the Website, Zipstripe's Privacy Policy, and any notices regarding the Zipstripe Website and/or Services Site. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Website and/or Services or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

PART 3 - PRIVACY POLICY
By using Zipstripe's Website and/or Services, you permit the collection and use of your personal information as outlined below in our Privacy Policy. You should visit this page periodically to review any changes to the Privacy Policy.

I. Information We Collect
Zipstripe collects user's mobile device information such as but not limited to mobile device telephone number, provider, mobile device profile, location, as well as user submitted information including but not limited to name, email address, city, province/state, country or zip, in order to identify you and send you notifications related to the use of the Website and/or Services. Zipstripe also collects user submitted information such as merchant and credit card information, and collects user submitted content such as photos, reviews, and ratings of local businesses and service providers. Some foregoing information collected is not explicitly submitted by the user; as we log your mobile related information above and browser-type related information, IP address, requested URL, referring URL, and timestamp.

III. How We Use Your Information
You may receive advertising of a generic and/or targeted nature. For example: you may see advertising on your mobile device screen. The advertising will only become interactive if you click on it and these advertisers will not know your location or personal information. Wireless advertising works just like the advertising on our Website. Zipstripe tries to provide you with the most relevant location-based content and advertising-based data you request. We do this by noting the sections of Zipstripe's Website and/or Services that you've viewed and the ads that you've tapped, then we attach them to your user profile when you open or sync your mobile device and update Zipstripe. Zipstripe then uses this to show you the best information and most relevant advertising/services based on where you are and the types of information you need. Browser-type related information, IP address, requested URL, referring URL, and timestamp data help us diagnose problems with our server, administer Zipstripe's Website and Services, and otherwise provide the highest possible level of service to you. In addition, we use this information to perform statistical analyses of user behavior and characteristics in order to measure interest in and use of the various areas of the Website and/or Services and to inform advertisers of such information as well as the number of users that have been exposed to, or clicked on, their advertising banners. We also sometimes use outside companies to display advertising on our Website and/or Services. These ads may place cookies on your computer, which are referenced by our ad companies. These companies may use information about your visits to this and other websites in order to provide advertisements on this site and other sites about goods and services of interest to you. We do not have access to these cookies or any information that they may contain.

IV. Transfer of Information
We may sell, transfer and/or assign certain of your information to third parties. Your first name and last initial, profile photo, any submitted content, as well as any personally identifiable information you have included in your content may be transferred to such third parties. We further reserve the right to transfer your personal information in the event of a transfer of ownership of Zipstripe, such as an acquisition by or merger with another company. In such an event, Zipstripe will attempt notify you before information about you is transferred and becomes subject to a different privacy policy. Further, Zipstripe will attempt notify you when information about you may be provided to third parties in ways other than explained above so that you have the option to prevent such information sharing.

V. Links
Our Website and Services may contain links to third party websites to which we have no affiliation. Zipstripe may present advertisements or links to partner companies. When you click on these links or enter information, you may be transferred to an advertiser or partner's Web site. Zipstripe has no control over the privacy practices or information that these sites may request of you. Zipstripe does not share your personal information with those websites and is not responsible for their privacy practices. We are not and cannot be held responsible for the privacy practices or content by these entities. We suggest you read the privacy polices on these third party websites. However, please notify us immediately of any improper practices you encounter.

VI. Use of Cookies
Like most websites, Zipstripe's Website and/or Services may require cookies to function properly. Cookies are small text files that reside on a user's computer or mobile device and identify you as a unique user. We use cookies to refine our site and simplify the user experience. For example, the use of cookies allows registered users to enter our Website and/or certain Services without explicitly typing in a username and password every time. You should be aware that Zipstripe cannot control the use of cookies by advertisers or any information advertisers may gather from their use of cookies. If you do not want information collected through the use of cookies, there is a procedure in most browsers that allows you to deny or accept the cookie feature; however, you should note that cookies may be necessary to provide you certain features (e.g., customized delivery of information) available on the Zipstripe Website or Services.

VII. Controlling Your Personal Information
Personally identifiable information may be required to receive certain products or services. Zipstripe may also disclose personally identifiable information if required to do so by law or in the good-faith belief that such action is necessary to: (a) conform to the edicts of the law or comply with legal process served on Zipstripe; (b) protect and defend the rights or property of Zipstripe, the site or the users of Zipstripe's Website or Services, and (c) act under exigent circumstances to protect the personal safety of users of Zipstripe or the public. You are given the option to unsubscribe to Zipstripe's Website and Services. Simply send us an email with the pertinent information (your email, phone number, name, address), with your request to unsubscribe and have your client information purged from our system. You should also be aware that when you voluntarily disclose personally identifiable information (e.g. user name, e-mail address) via reviews, messages, forums, postings, or in other areas of the Zipstripe Website and/or Services, that information, along with any substantive information disclosed in your communication, can be collected and correlated and used by third parties and may result in unsolicited messages from other posters or third parties. Such activities are beyond the control of Zipstripe. Please do not post any personal information on the Zipstripe Website and/or Services or in other areas that you expect to keep private. Registered Zipstripe users can modify their personal information at any time by accessing the login section of the site. Also, upon your request, Zipstripe will use commercially reasonable efforts to functionally remove personal information from the Website and/or Services; however, it may be impossible to remove entries without some residual information being retained by Zipstripe or third party search engines. Registered users who wish to close their account should contact help@zipstripe.com.

VIII. Security
Your Zipstripe account is password-protected. Zipstripe tries very hard to protect our users' information. We use industry standard measures to protect your information that is stored within our database. We limit the access to your information to those employees who need access to perform their job function such as our customer service personnel. If you have any questions about the security at our Website and/or Services, please contact us. Although we take appropriate measures to safeguard against unauthorized disclosures of information, we cannot assure you that personally identifiable information that we collect will never be disclosed in a manner that is inconsistent with this Privacy Policy. You hereby acknowledge that Zipstripe is not responsible for any intercepted information sent via the SMS, internet or world wide web, and you hereby release us from any and all claims arising out of or related to the use of intercepted information in any unauthorized manner

IX. Children
The Website and Services are not directed to children, and Zipstripe does not knowingly solicit information from any child under the age of 13. Should a child whom we know to be under 13 send personal information to us, we will use that information only to respond directly to that child (or a parent or guardian) to inform him or her that we must have parental consent before receiving his or her personal information.

X. Terms and Modifications to this Privacy Statement
By using Zipstripe's Website or Services, you signify your agreement to the terms of our Privacy Policy. If you do not agree with these terms, you should not use the Website or Services. Zipstripe may modify this Privacy Policy at any time. If a material change is made to this Privacy Policy and/or the way we use our users' personally identifiable information, then we will post a notice of the nature of such change on the first page of this Privacy Policy and also on our home page. You are responsible for reviewing this Privacy Policy periodically to ensure that you are aware of any changes to it. Your continued use of the Website or Services indicates your assent to any changes to this Privacy Policy.

XI. Contacting Zipstripe
If you have any questions about this Privacy Policy, the privacy practices of this website, or if you want to exercise any of the rights that you are given under this Privacy Policy, you can contact:
Zipstripe Corp., 216 Chrislea Rd., Suite 301 , Woodbridge , Ontario , Canada L4L 8S5

YOU MAY PRINT OR DOWNLOAD A COPY OF THIS AGREEMENT FOR YOUR RECORDS

PART B - Terms & Conditions, Business Contracts

  1. Definitions.

"Agreement" means the content set forth on the Order Form along with the terms and conditions below, and shall be inclusive of the Terms of Use and Policies set forth in the website www.zipstripe.com from time to time, all of which are incorporated herein by reference.

"Content" means all text, pictures, sound, graphics, images, photos, video and other data supplied by or through Customer to Zipstripe as such materials may be modified, but for certainty specifically excluding any User Information.

"Intellectual Property Rights" means any and all now known or hereafter known tangible and intangible: (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works; (b) trademark and trade name rights and similar rights; (c) trade secret rights; (d) patents, designs, algorithms and other industrial property rights; (e) all other intellectual and industrial property rights (of every kind and nature and however designated) including but not limited to logos, "rental” rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise; and, (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

"Tools" means any tools, both in object code and source code form, which Zipstripe has already developed or which Zipstripe independently develops or licenses from a third party, provided to Customer time to time for its use with the MobiScreens. By way of example, Zipstripe Tools may include, without limitation, dashboards, widgets, and toolbars for maneuvering between pages, search engines, Java applets, and ActiveX controls.

"MobiScreen” means the user interface, functionality and Content made available on mobile device formatted pages related to the Content, and which may be in text only or rich media format in accordance with Package chosen and/or mobile handset and carrier limitations and/or requirements.

"User Information” means any information submitted, compiled or obtained by or through MobiScreen request, usage and/or visitors thereto, including without limitation by or related to text to, SMS, MMS, WAP, Bluetooth and browser request  as such terms are commonly known.

2. Development & ACCESS.

2.1  Delivery of Content.   Customer shall deliver to Zipstripe all Content that Customer intends for Zipstripe to incorporate into MobiScreen(s) and/or hereby gives the authority to Zipstripe to obtain and use such content available from sources including but not limited to Customer's website and authorized multiple listing services/systems outputs. The Content shall be in format(s) specified by Zipstripe from time to time, and i n the event of any failure or delay in delivery thereof by Customer, Customer shall continue to make any payments to Zipstripe as set forth in this Agreement . Customer shall be responsible for making, at its own expense, any changes or additions to Customer's current systems, software, and hardware that may be required to support operation of or interfaces related to a MobiScreen. Customer acknowledges that Zipstripe may or may not pre-screen Content, but that Zipstripe and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, partially adopt/use or move any Content that is available via its services. Without limiting the foregoing, Zipstripe and its designees shall have the right to remove any Content that violates the Terms & Conditions or is otherwise objectionable. Customer agrees that it must evaluate, and bear all risks associated with, the use by Zipstripe or others of any Content, including any reliance on the accuracy, completeness, currency or usefulness of such Content. Customer acknowledges, consents and agrees that Zipstripe may access, preserve, and disclose Customer's account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the terms of this Agreement; (c) respond to claims that any Content violates the rights of third-parties; (d) respond to Customer's requests for service; (e) for archival, reference or future use purposes in accordance with applicable laws, regulations, and relevant industry codes of ethics and conduct ("Applicable Laws”); and/or (f) protect the rights, property, or personal safety of Zipstripe, its users and the public.

2.2  Development.   Zipstripe shall provide development and hosting services for MobiScreen(s) for the fees set forth. MobiScreen(s) designs and layouts, whether text only or rich media, shall be in substantial conformity with the demos set forth from time to time on the website www.zipstripe.com. Zipstripe shall not include, as determined in its sole discretion, any of the following in MobiScreen(s): text, graphics, sound, or animations that might be viewed as obscene or any illegal activities; links that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics; invisible text, metatags (i.e. text that is present only when a "webcrawler” or other web indexing tool accesses a MobiScreen), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type. Customer acknowledges, understands and agrees that Zipstripe may use its own and/or may purchase third party licenses for products or services that is/are necessary for Zipstripe to design, develop and/or host the MobiScreen(s), which cannot be transferred to Customer and is/are hereby specifically not transferred to Customer and shall remain the property of Zipstripe and/or such third parties. Customer and Zipstripe also agree that the design and development of the MobiScreen(s) may include source code, documentation, and/or application programs that were previously written or developed by Zipstripe and modified to meet Customer's specific requirements. Zipstripe reserves the right to assign subcontractors as needed. Zipstripe and its subcontractors retain the right to display graphics and other web design elements of MobiScreen(s) as examples of their work in their respective portfolios. Zipstripe reserves the right to reasonably limit access to its services, by Customer and/or mobile phone user, as a means to ensure commercially acceptable relations, such as but not limited to throttling of text communications so to limit claims and concerns of "spamming”.

2.3  Conformity.   Customer understands that the technical processing and transmission of the Zipstripe service, including Content, may involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Customer further understands that Zipstripe's service and software embodied within the service may include security components that permit digital materials to be protected, and use of these materials is subject to usage rules set by Zipstripe and/or content providers who provide content to the service. Customer may not attempt to override or circumvent any of the usage rules embedded into Zipstripe's service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided by Zipstripe's service, in whole or in part, is strictly prohibited.

2.4 Access & Use. Customer is granted a limited and non-transferable license to access and use their MobiScreen(s) and User Information directly related thereto in accordance with the purposes and limitations set forth in this Agreement. Customer may not copy, repurpose or resell the MobiScreen(s) or User Information in any manner whatsoever.

2.5 Advertising. Zipstripe shall be permitted to place in and on MobiScreen(s) third party advertising banners, text or images, as well the phrase "Powered by Zipstripe” or similar with a link to further information about Zipstripe, and be permitted to advertise Customer's name in Zipstripe materials and website(s) as a customer thereof, as well as to send and receive content to and from, and/or related to or utilizing, User Information. Customer is to place advertising material developed by Zipstripe in their establishment and on outward facing windows or doors, as applicable, for public view.

2.6 Management. Customer shall be required to supervise and manage the Content to be delivered by Zipstripe in accordance with access methods and procedures to be set by Zipstripe from time to time, wherefore Zipstripe shall not be responsible for such supervision or management including but not limited to removal of Content whose availability has expired or sold, and changes to Content information. All MobiScreens will expire on the Zipstripe system within 90 days of input or Package termination, whichever occurs sooner, unless extended by Customer.

2.7 Acknowledgment. Customer shall be required to advise mobile phone users that it directs to use Zipstripe's services that standard messaging and data charges apply dependant upon that user's mobile phone service provider's plan and that use of such services is in accordance with the Terms of Use set forth on Zipstripe's website www.zipstripe.com - Zipstripe may require Customer to adopt a written acknowledgment procedure to effect and evidence the foregoing which original documents or electronic records of consent shall be produced to Zipstripe for copying and retention upon its request from time to time.

3.  TERMINATION.   Zipstripe may terminate this Agreement without notice at any time after the initial term or at any time if Customer is in default of obligations under this Agreement. In addition, Zipstripe under certain circumstances and without prior notice may immediately terminate Customer's account and access to Zipstripe's service where cause for such termination shall include, but not be limited to: (a) breaches or violations of the terms of this Agreement; (b) requests by law enforcement or other government agencies; (c) a request by Customer (self-initiated account deletions), (d) discontinuance or material modification to the service (or any part thereof); (e) unexpected technical or security issues or problems; (f) Customer has engaged in fraudulent or illegal activities; and/or (g) nonpayment of any fees owed by Customer in connection with the services. Termination of Customer's account includes: (a) removal of access to all or part of Zipstripe's services; (b) deletion of Customer's password and all related information, activity reports and content associated with or inside Customer's account (or any part thereof); and/or (c) barring further use of Zipstripe's services. Further, Customer agrees that all terminations for cause shall be made in Zipstripe's sole discretion and that Zipstripe shall not be liable to Customer or any third-party for any consequential effects of termination of its account or access to the services.

4.  TRADEMARKS.   Subject to the terms of this Agreement, each party hereby grants to the other party a limited, non-exclusive, non-sublicenseable, royalty-free, worldwide license to use such party's trademarks, service marks, trade names, logos or other commercial or product designations for the purposes of creating content directories or indexes and for marketing and promoting the MobiScreen(s).

5.  Payments . Unless otherwise stated in the Order Form, all fees are due and payable upon agreement (by signature or electronic confirmation) to the Order Form and Zipstripe shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. Zipstripe's services are "AS-IS, WHERE-IS, WITH ALL FAULTS” and no refunds shall be provided for Zipstripe's services hereunder. All fees quoted do not include, applicable sales, use, excise and other taxes which may be levied upon either party in connection with this Agreement, which are in addition thereto and may be invoiced separately due upon receipt. Customer has the right to change their selected Package, which will be effective within a reasonable time following selection. The billing amount for any upgrade or downgrade will go into effect on the next billing cycle. Although Zipstripe does allow upgrading and downgrading of Packages, any activity considered abusive is grounds for account cancellation - these activities include, but are not limited to frequent Package modification (defined as changing plans more than four times in one subscription year).

6. Term And Termination ; FORCE MAJEURE.   The term of this Agreement shall be for a three (3) month period from the acceptance date set forth in the Order Form as otherwise limited or extended as set forth in the Order Form, and except as otherwise provided for herein, either party may terminate this Agreement upon the material breach of the other party, if such breach remains uncured for 15 days following written notice to the breaching party. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such party's reasonable control, including but not limited to third party and supplier dependencies and communication network availability, including but not limited to specific carriers or the internet, and that such party is unable to overcome through the exercise of commercially reasonable diligence. If any such force majeure event occurs, the affected party will give written notice to the other party and will use commercially reasonable efforts to minimize the event impact.

7.  Customer Covenants.   Customer agrees that it: (i) will comply with all the terms of this Agreement, (ii) has the authority to disclose and provide Content information, (iii) will comply with all Applicable Laws, and, (iv) will not resell or redistribute any services provided by Zipstripe. In addition, except as expressly permitted in this Agreement, Customer agrees that it will not during the term of the Agreement or at any time thereafter, copy, imitate, disclose, modify, sell, license, redistribute, or use, in any manner whatsoever, any information disclosed or services made available by Zipstripe to Customer, and/or any element of Zipstripe's current or contemplated mobile screen, business models, products or services. Customer shall not provide or authorize any Content that: (a) infringes on the contractual or Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violates any Applicable Laws (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) is defamatory, trade libellous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information. Customer makes the following representations and warranties for the benefit of Zipstripe: 1. Customer represents to Zipstripe and unconditionally guarantees that the Content and any elements of text, pictures, sound, graphics, images, photos, video, designs, trademarks, or other artwork authorized or furnished to Zipstripe for inclusion in the MobiScreen(s) are owned by Customer or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Zipstripe and its subcontractors from any claim or suit arising from the use of such information and/or elements; 2. That any person acting on behalf or purporting to act on behalf of Customer from time to time including but not limited to uploading of Content has sufficient and all authority of Customer including but not limited to being able to grant the permissions referred to in this Agreement and completion of all contracting information and obligations herein, and that Customer will not give out its username or password advertently or inadvertently resulting in malicious Content of any nature, for which Customer agrees to be responsible for all Content resulting from the foregoing and indemnifies Zipstripe for any and all such actions that are or may or could be to Zipstripe's detriment; 3. From time to time governments enact laws and levy taxes and tariffs affecting internet electronic commerce, and Customer agrees that it is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Zipstripe and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer's exercise of internet electronic commerce. Customer agrees not to reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Zipstripe's service, use of the service, or access to the service. Customer acknowledges and agrees that Zipstripe's service and any necessary software used in connection with the service ("Software") contain proprietary and confidential information and/or Intellectual Property Rights that are protected by applicable intellectual property and other laws. Except as expressly authorized Zipstripe Customer agrees not to modify, rent, lease, loan, sell, distribute or create derivative works based on Zipstripe's service or the Software, in whole or in part. Customer agrees that, except as otherwise expressly provided herein there shall be no third party beneficiaries to this Agreement, and that there will be no illegal or unauthorized accessing of computers, accounts, programs or networks as well as no penetrating or attempting to penetrate security measures, port scans, stealth scans or other activities designed to assist in hacking.

8.  Disclaimer Of Warranties; LIABILITY LIMITATIONS. Customer understands and agrees that its uses of Zipstripe's services are at Customer's sole risk and are dependant upon carriers, systems and communication networks outside of Zipstripe's control. No advice or information, whether oral or written, obtained by Customer from Zipstripe or through or from its services shall create any warranty not expressly stated in this Agreement, including but not limited to that Zipstripe does not make any representations or warranties including that messages or MobiScreen(s) will be delivered immediately or at all, or that mobile phone users will call, make appointments with or retain Customer or its agents, or relating to the actual sale of Customer's products or services. Zipstripe furthermore shall not in any way be held liable for Customer Content or User Information. ZIPSTRIPE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MOBISCREENS OR ITS MOBILE OR WEB PAGES OR APPLICATIONS WILL MEET THE CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE MOBISCREENS, WEB PAGES OR APPLICATIONS WILL BE UNINTERRUPTED OR ERROR-FREE. ZIPSTRIPE PROVIDES ITS SERVICES "AS IS” AND WITHOUT WARRANTY OF ANY KIND.  THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY ZIPSTRIPE, AND (B) ZIPSTRIPE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT , COURSE OF DEALING, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT , THE CONTENT, AND COMPUTING, MOBILE DEVICE AND DISTRIBUTION SYSTEMS. IN NO EVENT SHALL ZIPSTRIPE BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT , LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT , EVEN IF ZIPSTRIPE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN, PROVIDED IN JURISDICTIONS WHERE SUCH WAIVER IS INEFFECTIVE THE MAXIMUM REMEDY AVAILABLE IS ANY AMOUNT PAID BY CUSTOMER TO ZIPSTRIPE PER AGREEMENT TERM PROPORTIONATE TO THE DEFAULT.  ZIPSTRIPE MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

9.  Ownership . As between Zipstripe and Customer, any Content given to Zipstripe by Customer under this Agreement or otherwise, shall at all times remain the property of Customer or its licensor, and Zipstripe shall have no rights in such Content other than the limited right to use such content for the purposes expressly set forth in this Agreement. Zipstripe's services, MobiScreens and User Information are and will remain the property of Zipstripe, and no portion thereof may be transmitted, reproduced, stored or translated into any other form other than the limited right to use such for the purposes expressly set forth in this Agreement without the prior written permission of Zipstripe. Without restricting the generality of the foregoing, Customer may not make any commercial use of Zipstripe's services, MobiScreens and User Information, or include such in or with any product that Customer creates or distributes, or copy such onto its own or the web site of another. The use of hyper links, if any, is a free service offered by Zipstripe and Zipstripe neither controls nor monitors these hyper linked sites - accordingly, Zipstripe provides these hyper links and the hyper linked sites without warranty, condition, representation or endorsement of any kind whatsoever.

10. Indemnity . Customer shall defend Zipstripe against any third party claim, action, suit or proceeding alleging any breach of the Agreement's covenants or arising out of any Content Customer authorizes, submits, posts, transmits or makes available through Zipstripe's services, Customer's use of the services, Customer's connection to the services, or Customer's violation of any rights of another, and shall indemnify Zipstripe for all losses, damages, liabilities and all reasonable expenses and costs incurred by Zipstripe as a result of a final judgment entered against Zipstripe in any such claim, action, suit or proceeding.

11. GOVERNING LAW. In the event of a dispute arising under or related in any way to this Agreement to the services provided under this Agreement, Customer agrees to resolve such by looking to the terms of this Agreement. This Agreement will be governed and construed in accordance with the laws of the Province of Ontario without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in the Province of Ontario and further agree that any cause of action arising under this Agreement shall be brought in a court in York Region, Ontario, Canada, and agree that regardless of any law or statute to the contrary, must be brought within one (1) year after any such claim of cause of action arose or be forever barred.

12.  GENERAL. This Agreement sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement, provided that Zipstripe reserves the right to make changes to this Agreement which shall become effective upon notice to Customer and Customer's continued use of Zipstripe's services following such notice shall be deemed agreement to such revised terms; otherwise the Agreement may be changed only by a writing signed by both parties. It is acknowledged by both parties that neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in the Agreement. If any provision of the Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way, and the parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach. Any notices required or permitted hereunder may be given by Zipstripe to Customer by way of posting on Zipstripe's website www.zipstripe.com/notices (for which Customer should check versions of electronic documents thereon from time to time to determine if there are version number changes) or shall be given to the appropriate party at the address set forth in the Agreement or at such other address as the party shall specify in writing - such notice shall be deemed given: if posted on the website www.zipstripe.com/notices fifteen days after posting; upon personal delivery; if sent by email or telephone facsimile on the next Business Day (excluding any Saturday, Sunday or statutory holiday in the jurisdiction of receipt) providing confirmation of receipt is coincidentally electronically produced; or if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing, excepting where there is impending or actual stoppage of mail which notice shall only be effective 5 days from cessation of such actual or impending stoppage. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the parties, their heirs, administrators, successors and assigns. Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Zipstripe. [version-2.1]