ZeroBounce - Terms and Conditions of Use
IMPORTANT – READ CAREFULLY: BY CLICKING THE “I agree with the terms and conditions” CHECKBOX, OR BY ACCESSING OR OTHERWISE USING ANY PART OF THE
ZEROBOUNCE HOSTED SERVICE PROVIDED HEREWITH, YOU EXPRESSLY AGREE TO BE
BOUND BY, AND STRICTLY ADHERE TO, ALL OF THE TERMS OF THIS AGREEMENT. IF YOU
DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE ANY
PART OF THE ZEROBOUNCE HOSTED SERVICE.
The Terms and Conditions of Use Agreement (“Agreement”) is entered on today’s date (the “Effective Date”), by
and between Hertza L.L.C., a Nevada limited liability company with its principal place of business at 10 E. Yanonali
St., Santa Barbara, California 93101 (“Provider”), and you (“Customer”). Each party is individually referred to in
this Agreement as a “Party” and collectively as the “Parties.”
In consideration of the benefits and obligations exchanged in this Agreement, the Parties agree as follows:
2. License Grant & Restrictions.
“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common
control of Customer.
“Agreement” means these terms and conditions of use.
“Content” means the information, documents, spreadsheets, and products made available to Customer
through the ZeroBounce Hosted Service.
“Customer Data” means any data, information, or material provided by Customer to the ZeroBounce
“ZeroBounce Hosted Service” means Provider’s online service accessed via the Site, including the
ZeroBounce API software, and the Content which Customer is being granted access to under this
“Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks,
trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other
intellectual property rights, derivatives thereof as well as other forms of protection of a similar nature.
“Provider Technology” means all Provider proprietary technology made available to Customer in providing
the ZeroBounce Hosted Service.
“Site” means www.ZeroBounce.net.
Subject to Customer’s material compliance with this Agreement and payment of
all fees and charges related to use of the ZeroBounce Hosted Service, Provider hereby grants Customer a revocable,
non-exclusive, and non-transferable, worldwide right to use the ZeroBounce Hosted Service, solely for its own
internal business purposes and use. The license granted hereunder permits Customer to upload Customer Data to the
ZeroBounce Hosted Service and download files provided to Customer via the ZeroBounce Hosted Service
containing Customer Data. Customer retains all rights in any use of files downloaded via the ZeroBounce Hosted
Service which contain Customer Data.
Customer agrees not to: (i) license, sublicense, sell, resell, transfer, assign, distribute, provide access to, or
otherwise make the ZeroBounce Hosted Service available to any third party; (ii) modify or make derivative works
based upon the ZeroBounce Hosted Service; or (iii) decompile, disassemble, or reverse engineer the ZeroBounce
Hosted Service, or permit or assist any third party to do so.
Customer will not: (i) knowingly use the ZeroBounce Hosted Service or Provider’s Proprietary Technology
to send unsolicited email, including, without limitation, promotions, or advertisements for products or services; (ii)
knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the ZeroBounce
Hosted Service; (iii) knowingly upload, or otherwise send or store material containing viruses, worms, Trojan horses
or other harmful computer code, files, or programs to or from the ZeroBounce Hosted Service; (iv) interfere with or
disrupt the integrity or performance of the ZeroBounce Hosted Service; (v) attempt to gain unauthorized access to
the ZeroBounce Hosted Service or its systems or networks; or (vi) use the ZeroBounce Hosted Service in violation
of applicable law.
3. Customer Responsibilities.
Customer is responsible for all activity occurring under Customer’s account and will
abide by all applicable laws, treaties and regulations in connection with its use of the ZeroBounce Hosted Service.
Customer accepts full responsibility for its use of the ZeroBounce Hosted Service and any results obtained from
such use, including but not limited to any actions taken with its Customer Data after use of the ZeroBounce Hosted
4. Customer Data.
Provider does not own any Customer Data. Customer Data is Customer’s proprietary and
confidential information (“Confidential Information” as further defined below) and will not be accessed, used or
disclosed by Provider except for the limited purpose of supporting Customer’s use of the ZeroBounce Hosted
Service. Customer has sole responsibility for the accuracy, legality, reliability, and intellectual property ownership
in the Customer Data. Customer Data uploaded by Customer to Provider via the ZeroBounce Hosted Service, the
Site, or otherwise submitted to Provider in conjunction with the ZeroBounce Hosted Service, including but not
limited to CSV or TXT files, may be stored by Provider encrypted with a password for a period of thirty (30) days.
Notwithstanding the foregoing, Customer shall have and retain sole ownership of any and all Customer Data.
5. Use of Identifying Information.
Customer consents to being identified by Provider as a customer on the Site
and on any of Provider’s promotional material. Customer further consents to Provider’s use of its logo for such
6. Traffic Data Collected & Use of Cookie Consent
ZeroBounce may store information that Your computer provides to us in connection with Your use of the Site and/or Services, such as: 1) IP address; 2) domain servers; 3) type of computer or device accessing the Site; and 4) types of web browsers used to access the Site (collectively, “Traffic Data”). Traffic Data is anonymous information that does not personally identify You but is helpful for marketing purposes or for improving Your experience on the Site. ZeroBounce may also store usage data such as the date and time the Site and Services are accessed, and what information and files have been downloaded. When You visit the Site or otherwise interact with the Services, ZeroBounce may send one or more “cookies” to Your computer. Cookies are alphanumeric identifiers stored on Your computer through Your web browser and are used by most websites to personalize Your web experience. Some cookies may facilitate Site features for enhanced performance and functionality such as remembering preferences, analyzing usage for Site optimization, and providing custom content. ZeroBounce may link the information it stores in cookies to any Personal Information You submit through the Site or Services.
7. Intellectual Property Ownership.
Provider owns all right, title and interest, including all related Intellectual
Property Rights, in and to the Provider Technology, Content and the ZeroBounce Hosted Service. Provider
expressly reserves all right, title, and interest in and to the Provider Technology, Content and the ZeroBounce
Hosted Service, including, without limitation, any derivatives, improvements, enhancements or extensions
conceived, reduced to practice or otherwise developed by Provider, together with any Intellectual Property Rights,
or federal or state rights, pertaining thereto. Provider also expressly reserves any and all rights not expressly and
explicitly granted in this Agreement, including, but not limited to, its right to license the Provider Technology,
Content, and ZeroBounce Hosted Service. This Agreement is not a sale and does not convey any rights of
ownership in the ZeroBounce Hosted Service. Customer’s rights hereunder are strictly limited as set forth herein.
Customer acquires no right, title, or interest therein other than the right to use the ZeroBounce Hosted Service in
accordance with this Agreement.
Customer acknowledges that the Provider Technology, Content and the ZeroBounce Hosted
Service contain valuable trade secrets and confidential information (“Confidential Information”) of Provider,
including but not limited to, the architecture and functionality of such Provider Technology, Content and the
ZeroBounce Hosted Service; and the appearance, organization, design, content, and flow of the ZeroBounce Hosted
Service. Customer agrees not to share, disclose or transfer, and not to permit a third party to share, disclose or
transfer any of Provider’s Confidential Information. The Parties will use reasonable diligence and in no event less
than the degree of care which the Parties will use in respect to their Confidential Information to prevent the
unauthorized disclosure, reproduction or distribution of such Confidential Information to any other individual,
corporation or entity. Such Confidential Information will exclude: (a) information that is already in the public
domain; (b) information already known to the receiving party, as of the date of the disclosure, unless the receiving
party agreed to keep such information in confidence at the time of its original receipt; (c) information hereafter
obtained by the receiving party, from a source not otherwise under an obligation of confidentiality with the
disclosing party; (d) information independently developed without any reference to Confidential Information; and
(e) information that the receiving party is obligated to produce under order of a court of competent jurisdiction,
provided that the receiving party promptly notifies the disclosing party of such an event so that the disclosing party
may seek an appropriate protective order.
10. Charges and Payment of Fees.
Customer is responsible for payment of all fees and charges in accordance with
the pricing terms shown on www.zerobounce.net/#pricing. Zero Bounce may change the fees for the ZeroBounce
Hosted Service at any time and from time to time, effective immediately upon Customer’s receipt of notice of such
fee change; provided, that, such fee changes will only be effective as to usage of the ZeroBounce Hosted Service
that occurs after the effective date of the relevant fee change. Unless otherwise stated, all fees are stated in U.S.
Dollars. Customer will pay Provider in advance for use of the ZeroBounce Hosted Service, by purchasing credits,
unless other terms are agreed upon by the Parties. All sales/prepayments for credits made to Zero Bounce are final
By providing any credit card information, Customer represents that it is authorized to use the card and
authorizes Provider to charge the card for any fees. By submitting payment information, Customer authorizes
Provider to provide that information to third parties for purposes of facilitating payment. Customer agrees to verify
any information requested by Provider for purposes of acknowledging or completing any payment. All credit/charge
card payments are subject to authorization by the card issuer. If Customer’s payment is not authorized, Provider
will cancel the order (and notify you that we have done so). With the exception of special offers, access to the
ZeroBounce Hosted Services will only be made available to Customer upon its purchase of credits.
A Party may immediately terminate this Agreement for any reason or no reason at all. Customer
may terminate this Agreement at any time by discontinuing its use of the ZeroBounce Hosted Service. Any breach
of Customer’s payment obligations or unauthorized use of the ZeroBounce Hosted Service will be deemed a
material breach of this Agreement. Provider may terminate this Agreement, Customer’s account, or Customer’s use
of the ZeroBounce Hosted Service if in Provider’s sole discretion, Customer commits a material breach of this
Agreement or otherwise fails to comply with this Agreement. In the event of such termination, Customer will not be
entitled to any refund whatsoever.
12. Representations & Warranties.
Each party represents and warrants that it has the legal power and authority to
enter into this Agreement. Provider represents and warrants that: (a) it has the right and authority to make the
ZeroBounce Hosted Service available to Customer as authorized expressly by this Agreement; (b) it will provide the
ZeroBounce Hosted Service in a manner consistent with general industry standards; (c) it will use best efforts to
detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or
neutralize any such components; and (d) it will use leading commercial encryption technology designed to encrypt
Customer Data in its possession.
13. Mutual Indemnification.
Customer will indemnify, defend and hold Provider, and each such party’s affiliates,
officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages,
losses, liabilities and expenses arising out of or in connection with: (a) a claim by a third party alleging that
Customer’s use of the Customer Data or ZeroBounce Hosted Service, provided in any such case that Provider (i)
promptly gives Customer written notice of the claim; (ii) gives Customer sole control of the defense and settlement
of the claim; and (iii) provides Customer all available information and assistance.
Provider will indemnify, defend and hold Customer and Customer affiliates, officers, directors, employees,
attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses
arising out of or in connection with: (a) a claim by a third party alleging that the ZeroBounce Hosted Service
directly infringes an Intellectual Property Right of a third party; provided that Customer (i) promptly give written
notice of the claim to Provider; (ii) give Provider sole control of the defense and settlement of the claim; and (iii)
provides Provider all available information and assistance.
THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THIS AGREEMENT ARE
PROVIDER’S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. PROVIDER
DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND.
EXCEPT AS PROVIDED HEREIN, THE ZEROBOUNCE HOSTED SERVICE IS PROVIDED ON AN “AS IS”,
“AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES AS TO TITLE OR INFRINGEMENT OR
THIRD PARTY RIGHTS, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. PROVIDER DOES NOT AND CANNOT WARRANT THE PERFORMANCE OR
RESULTS YOU MAY OBTAIN BY USING THE ZEROBOUNCE HOSTED SERVICE. PROVIDER DOES
NOT WARRANT THAT ACCESS TO OR USE OF THE ZEROBOUNCE HOSTED SERVICE WILL BE
UNINTERRUPTED OR ERROR FREE. PROVIDER EXPRESSLY DISCLAIMS ANY INDEMNIFICATION
FOR ANY CLAIMS OR ACTIONS BROUGHT AGAINST CUSTOMER BASED ON, OR AS A RESULT OF,
OR IN CONNECTION WITH ANY INACURRACY, OMISSION, DEFECT OR MISTAKE IN THE
ZEROBOUNCE HOSTED SERVICE, OR CUSTOMER’S USE THEREOF.
15. Limitation of Liability.
EXCEPT FOR CLAIMS ARISING UNDER A PARTY’S OBLIGATIONS OF
CONFIDENTIALITY OR INDEMNIFICATION UNDER THIS AGREEMENT, NEITHER PARTY’S
AGGREGATE LIABILITY WILL EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO
PROVIDER IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM,
AND NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY,
INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM
CUSTOMER’S USE OF THE ZEROBOUNCE HOSTED SERVICE.
Provider may give notice to Customer by means of an electronic mail to Customer’s e-mail address on
record with Provider.
Provider reserves the right to alter or revise the terms of this Agreement by giving Customer
thirty (30) days’ notice of the changes to be made. Customer’s continued use of the ZeroBounce Hosted Service
following after changes become effective mean that You have accepted the revised terms. If Customer does not
agree to accept the changes, Customer’s sole remedy shall be to discontinue its use of the Software.
18. Force Majeure.
Notwithstanding anything herein to the contrary, the Parties shall not be liable for any delays
or failure in performance caused by circumstances beyond the reasonable control of the non-performing party, such
as wars or insurrections, acts of government, strikes, fires, floods, earthquakes, work stoppages, and/or embargoes.
19. Relationship of Parties.
No joint venture, partnership, employment, or agency relationship exists between
Customer and Provider as a result of this Agreement.
This Agreement may not be assigned by either party without the prior written consent of the other
party, which will not be unreasonably withheld, but may be assigned without the other party’s consent to (i) a parent
or subsidiary; (ii) an acquirer of assets or equity; or (iii) a successor by merger. Any purported assignment in
violation of this section will be void.
21. Governing Law and Arbitration.
This Agreement shall be construed in accordance with and governed by the
laws of the state of Nevada, without regard to principles of conflict of laws. Except for injunctive relief claims
related to data or privacy breaches, any claim or controversy arising out of or relating to this Agreement, or the
breach thereof, and/or the use of the ZeroBounce Hosted Service shall be settled by binding arbitration administered
by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules, and judgment
on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of
arbitration shall be Los Angeles, California. The United States Federal Arbitration Act shall govern the
interpretation, enforcement, and proceedings pursuant to this arbitration clause. In no event shall the arbitrator(s)
have any authority to award punitive or other damages not measured by the prevailing party’s actual damages,
except as may be required by statute. Irrespective of the outcome of arbitration, each party shall bear its own costs
and expenses, including its own attorneys’ fees, and an equal share of the arbitrator(s)’ fees and administrative fees
of arbitration. The arbitrator(s) shall not determine or award any alternative allocation of costs and expenses,
including any attorneys’ fees.
. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or
unenforceable, then such provision will be construed to reflect the intentions of the invalid or unenforceable
provision, with all other provisions remaining in full force and effect.
The failure of Provider to enforce any right or provision in this Agreement will not constitute a waiver
of such right or provision unless acknowledged and agreed to by Provider in writing.
No amendment or modification of any provision of this Agreement shall be effective unless subsequently agreed to in writing and executed by the Parties. To the extent that a separate agreement has been previously negotiated and signed by the Parties, in the event of any conflict of terms between this Agreement and the previously signed agreement, the terms of the latter agreement shall prevail.
25. Entire Agreement.
With the exception of a separate, previously signed agreement between the Parties, this Agreement comprises the entire agreement between Customer and Provider and supersedes all prior or contemporaneous negotiations, discussions or agreement, whether written or oral, between the parties regarding the subject matter contained herein.
BY CLICKING THE “I agree with the terms and conditions” CHECKBOX, YOU
ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE
TERMS AND CONDITIONS OF USE AGREEMENT ABOVE. IF YOU REJECT THE PROPOSED TERMS
ABOVE, YOU WILL BE DENIED ACCESS TO THE ZEROBOUNCE HOSTED SERVICE.