ZipShare.com Terms of Service

WinZip Computing, its parent Corel Corporation, including its affiliates (all collectively, "WinZip", "we", "us", or "our") enables users ("you", or "your") to access, store and send their User Files (e.g., content, files and folders including user content such as text information or data in the User Files) all collectively, the "Services" through ZipShare.com. The Services include our website http://www.zipshare.com ("Website"), software plug-ins, tools and applications (including any updates, new versions or new releases as generally made available to the public) and any other products and services offered by WinZip via the Services.

Please read the following ZipShare.com Services terms and conditions ("Terms of Service") and the Corel Privacy Policy (http://www.zipshare.com/privacy), incorporated by reference into these Terms of Service. These Terms of Service constitute a binding legal agreement between you and WinZip whether you are a "Registered User" (e.g., a user over the age of majority in the jurisdiction in which the user resides at the time the ZipShare user account is established and access to the Services is purchased) or a visitor browsing the Website. Unless you have entered into a separate written agreement with WinZip governing your access and use of the Services, these Terms of Service shall govern your access to, and use of, the Services including all text, graphics, images, audio, video, information or other materials (excepting any User Files) made available by WinZip and ZipShare.com through the Services ("WinZip Content"). WINZIP RESERVES THE RIGHT, IN ITS SOLE DISCRETION, AT ANY TIME AND WITHOUT PRIOR NOTICE, TO REMOVE OR DISABLE ACCESS TO ANY USER FILES THAT IT BELIEVES TO BE IN VIOLATION OF THESE TERMS OF SERVICE OR OTHERWISE HARMFUL TO THE SERVICES.

YOU ACKNOWLEDGE AND AGREE THAT, BY CLICKING ON THE ?SIGN UP" BUTTON, OR ACCESSING OR USING THE SERVICES OR BY ACCESS OR USING ANY PART OF THE ZIPSHARE PROPRIETARY FILE TRANSMISSION SERVICES ON THE WEBSITE YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND, ACKNOWLEDGE, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, WHETHER OR NOT YOU ARE A REGISTERED USER WITH WINZIP. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. IF YOU ACCEPT OR AGREE TO THESE TERMS OF SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS OF SERVICE AND, IN SUCH EVENT, ?YOU" AND ?YOUR" WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY.

IF YOU BREACH ANY OF THESE TERMS OF SERVICE, WINZIP WILL HAVE THE RIGHT TO SUSPEND OR DISABLE YOUR ZIPSHARE USER ACCOUNT, OR TERMINATE THESE TERMS OF SERVICE IMMEDIATELY AT ITS SOLE DISCRETION AND WITHOUT PRIOR NOTICE TO YOU AND WINZIP WILL NOT BE REQUIRED TO REFUND ANY FEES PAID BY YOU AND YOU WILL REMAIN LIABLE FOR ALL AMOUNTS DUE HEREUNDER.

Modification

WinZip reserves the right, in its sole discretion, to modify, discontinue or terminate the Services, or to modify these Terms of Service at any time and without prior notice. WinZip reserves the right to terminate free accounts at any time, with or without notice. Without limiting the generality of the foregoing, and without further notice, WinZip may choose to delete and/or reduce any or all of your ZipShare User Files and previous versions and/or prior backups of such User Files, if: (i) you have not logged into your free ZipShare user account for at least ninety (90) days, (ii) WinZip determines, in its sole discretion, that you have violated these Terms of Service, (iii) your ZipShare user account is otherwise terminated by you or WinZip, or (iv) WinZip suspends, discontinues or terminates the Service. If we modify these Terms of Service, we will post the modification on the Website or otherwise provide you with notice of the modification. By continuing to access or use the Services you are indicating that you agree to be bound by the modified Terms of Service. If the modified Terms of Service are not acceptable to you, your only recourse is to cease using the Services and, if applicable, cancel your ZipShare user account.

Description of the Service

WinZip offers two (2) different types of accounts, which fall into the following categories: free or paid. Free accounts are offered at no charge. The ZipShare Pro account is a subscription-based service account requiring periodic payments (either monthly or annually, depending on the account type). In addition to accessing the ZipShare Website through a web browser, WinZip may make certain software applications available to users that may provide ways to access the Service. Such software will be made available by WinZip under the terms of an end user license agreement, which you must agree to prior to installing that software.

Registration and Accounts

In order to access and use certain features of the Services, you must register to create a ZipShare user account ("Account") from the Sign Up page. Once you have established an Account you will be a Registered User. Only Registered Users over the age of majority in the jurisdictions in which they reside may purchase access to the Services. BY PURCHASING ACCESS TO THE SERVICES YOU REPRESENT AND WARRANT TO WINZIP THAT YOU ARE OF LEGAL AGE TO ENTER INTO BINDING AGREEMENTS WITH WINZIP IN YOUR JURISDICTION. When you register, you will be asked to provide certain information including a username and password. You agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete. You acknowledge and agree WinZip shall have no liability for failure to deliver notices to you that result from inaccurate Account information you have provided to us. You authorize us, directly or through third parties, to make any inquiries we may consider necessary or appropriate to verify your Account information and which may include providing your information to such third parties. WinZip reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current, or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You agree you will immediately notify WinZip of any unauthorized use of your password.

Payment

General. Access to or use of certain Services requires payment of a subscription or access fee. By choosing a Service via your Account, you agree to pay all account charges at the prices then in-effect, including all applicable taxes and other fees that accrue in relation to use of the Services by you (or your agents) using your Account, and you expressly authorize WinZip to charge the Services subscription or access fee by the method you provide during registration or as updated by you thereafter ("Payment Method"). Except as set forth under "Termination" below, all fees are non-refundable. All fees and applicable taxes are payable in United States dollars. For more information about the Services and available payment methods, refer to the Account Features Page located at https://zipshare.com/my-account.

Recurring Billing. Most subscription plans to the Services consist of an initial period, for which there is a one-time charge, followed by recurring periodic charges as agreed to by you (e.g., annual or monthly). By entering into these Terms of Service, you acknowledge that your subscription has an initial and recurring payment feature and you agree and accept responsibility for all recurring charges prior to cancellation. We may also periodically authorize your Payment Method in anticipation of subscription fees or related charges.

Auto-renewal. Subscriptions to the Services will be automatically extended for successive renewal periods for the same duration as the subscription term originally selected by you, at the then-current, non-promotional subscription rate. You may cancel your subscription at any time. Please see the Section below titled "Termination" for further information.

Free Pro Trials

WinZip may offer Free Pro Trial subscriptions during which you may use the Services for the time period specified in the promotional offer ("Trial Period"). Free Pro Trial subscriptions may not be combined with any other offer and except as may otherwise be provided in the promotional offer, free trial subscriptions are only available to new customers that have never been a ZipShare Registered User. You may not receive a notice from us that your Free Pro Trial Period has ended or that the paying portion of your subscription has begun. You may cancel your subscription at any time. Please see the Section below titled "Termination" for further information. Unless you cancel your subscription prior to the conclusion of the Trial Period, your Payment Method will be charged the applicable recurring subscription fee until you cancel your subscription. If you cancel prior to the end of the Trial Period and are inadvertently charged for a subscription, please contact support@zipshare.com to have the charges reversed.

Termination By You

You may cancel your Account, or change, or cancel your subscription to the Services at any time through your Account settings.

? For monthly subscriptions, you may cancel your monthly ZipShare Pro subscription anytime during the month however, you will not receive a refund for the current month's subscription (which will remain active for the remainder of that month's subscription term) and your Payment Method will not be charged for any subsequent monthly billing periods; as a courtesy to you we will convert your Account to a FREE ZipShare Lite account.

? For annual subscriptions, if you cancel your annual ZipShare subscription during the first fourteen (14) days of your annual subscription term you will receive a refund of the difference between the then-in-effect and current annual subscription ZipShare Pro fee and the then-in-effect and current monthly ZipShare Pro subscription fee. Your Account will have ZipShare Pro capabilities for thirty (30) days of your initial subscription to the Services. Your Account will not auto-renew for any recurring periodic charges at the end of your original subscription term. As a courtesy to you we will convert your Account to a FREE ZipShare Lite account at the end of the 30-day period.

? For annual subscriptions, if you cancel your annual ZipShare Pro subscription after the first fourteen (14) days of your subscription term you will not receive a refund; your Account will remain active as originally subscribed (e.g., as a ZipShare PRO account) through the end of your annual subscription term, and we will change your Account subscription information so that it does not auto-renew for any recurring periodic charges or any subsequent renewal term. As a courtesy to you we will convert your Account to a FREE ZipShare Lite account.

Your non-termination or continued use of the Services reaffirms that WinZip is authorized to charge your Payment Method. WinZip may submit those charges for payment and you agree you will be responsible for such charges. This does not waive WinZip?s right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially subscribed to the Services.

Termination By Us

WinZip reserves the right to discontinue the Services or to change the Services at any time and without prior notice to you. In the event of such discontinuation by WinZip, WinZip will refund any fees paid by you, pro-rated proportionally to the amount of time remaining in the then-current subscription period. For monthly subscriptions, that period is one (1) calendar month, and for annual subscriptions, that period is one (1) calendar year.

Ownership of User Files

WinZip does not claim any ownership rights in any User Files that you make available through the Services. However, by making User Files available through the Services, you grant WinZip a royalty-free, nonexclusive, worldwide, transferable right and license with rights to sublicense this license grant to third parties assisting WinZip in providing the Services to use, copy, distribute and process User Files through the Services on your behalf for the purposes of providing you the Services and administering your requests including, without limitation, facilitating the secure storage, transfer, and delivery of such User Files. YOU REPRESENT AND WARRANT THAT YOU OWN OR HAVE THE NECESSARY LICENSES, RIGHTS, CONSENTS AND PERMISSIONS TO GRANT THE LICENSES THAT BOTH YOUR PUBLIC AND SHARED FOLDERS REQUIRE, AS DESCRIBED ABOVE.

Responsibility for User Files

You acknowledge and agree that WinZip may establish revised practices and policies concerning access to and use of the Services including, without limitation, the maximum size of the User Files that a user may access and use via the Services as contemplated herein, the maximum number of days that User Files will be stored by the Services, the maximum number of times a user may access the Services in a given period of time, and the maximum number of recipients to which a user may send a User File. You also acknowledge and agree that WinZip will not be responsible for any failure of the Services to store User Files, for the deletion of User Files stored on the Services, or for the corruption of or loss of any data, information or content contained in User Files. You have sole responsibility for all User Files that you upload, store, access and transmit via the Services. Accordingly, YOU REPRESENT AND WARRANT THAT: (I) YOU EITHER ARE THE SOLE AND EXCLUSIVE OWNER OF ALL USER FILES THAT YOU MAKE AVAILABLE THROUGH THE SERVICES OR YOU HAVE ALL RIGHTS, LICENSES, CONSENTS AND RELEASES THAT ARE NECESSARY TO GRANT WINZIP THE RIGHTS IN SUCH USER FILES, AS CONTEMPLATED UNDER THESE TERMS OF SERVICE; AND (II) NEITHER THE USER FILES NOR YOUR UPLOADING, STORING, ACCESSING OR TRANSMITTAL OF THE USER FILES, OR WINZIP?S USE OF THE USER FILES ON, THROUGH OR BY MEANS OF THE SERVICES, WILL INFRINGE, MISAPPROPRIATE OR VIOLATE A THIRD PARTY?S PATENT, COPYRIGHT, TRADEMARK, TRADE SECRET, MORAL RIGHTS OR OTHER INTELLECTUAL PROPERTY RIGHTS, OR RIGHTS OF PUBLICITY OR PRIVACY, OR RESULT IN THE VIOLATION OF ANY APPLICABLE LAW OR REGULATION.

WinZip?s Copyright Policy

You will not use the Services to transmit, route, or provide connections to, or store any material that infringes any copyrights or otherwise violates or promotes the violation of the intellectual property rights of any third party. WinZip has adopted and implemented a Copyright Policy (http://www.zipshare.com/dmca) that provides for the termination, in appropriate circumstances, of user accounts of repeat infringers. Please see our Copyright Policy for more information.

Proprietary Rights

As between you and WinZip, all right, title, and interest in and to the Services, the ZipShare Application, and the WinZip Content is and will remain the exclusive property of WinZip and its licensors, even if WinZip incorporates any Feedback (defined below) into subsequent versions of the Services or otherwise uses such Feedback. The Services and WinZip Content are protected by copyright, trademark, and other laws of both the United States and foreign countries. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services, the ZipShare Application, or the WinZip Content. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise exploit the Services, the ZipShare Application, or the WinZip Content. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by WinZip or its licensors, except for the licenses and rights expressly granted in these Terms of Service.

Trademarks

Corel and the Corel logo are trademarks or registered trademarks of Corel Corporation in Canada, the United States and other countries. WinZip, WinZip trademarks, WinZip service marks, the WinZip logo, and ZipShare appearing on the Services are trademarks or registered trademarks of WinZip Computing LLC in Canada, the United States and other countries. All other trademarks, service marks, product names, trade names, and logos appearing on the Services are the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Services without the owner?s prior written consent.

General Prohibitions

As a condition to your use of the Services, you agree:

a. Not to upload, store, access or transmit any User File: (i) that you do not have the lawful right to copy, transmit, distribute, and display (including any User Files that would violate any confidentiality or fiduciary obligations that you might have with respect to the User Files); (ii) for which you do not have the consent or permission of each identifiable person in the User Files to use the name, voice, signature, photograph, or likeness of each such person (to the extent each is implicated by the User Files); (iii) that infringes or misappropriates the intellectual property rights or violates the privacy rights of any third party (including without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, moral right, or right of publicity); (iv) that is false or misleading; (v) that is defamatory; (vi) that is obscene, pornographic, or offensive; (vii) that promotes bigotry, racism, hatred, or harm against any individual or group; or (viii) that violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;

b. Not to access, tamper with, or use any non-public areas of the Services or WinZip?s computer systems, or the technical delivery systems of WinZip?s providers;

c. Not to attempt to probe, scan, or test the vulnerability of the Services, or any related system, or network, or breach any security or authentication measures used in connection with the Services and such systems and networks;

d. Not to attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services;

e. Not to harm or threaten to harm other users in any way, or interfere with, or attempt to interfere with, the access of any user, host or network, including without limitation, by sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

f. Not to send unsolicited email, junk mail, spam, chain letters, promotions, or advertisements for products or services;

g. Not to impersonate or misrepresent your affiliation with any person or entity;

h. Not to violate any applicable law, statute, or regulation; and

i. Not to encourage or enable any other individual to do any of the foregoing.

WINZIP WILL HAVE THE RIGHT TO INVESTIGATE AND PROSECUTE VIOLATIONS OF ANY OF THE ABOVE, INCLUDING WITHOUT LIMITATION, POSSIBLE INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS AND POSSIBLE SECURITY BREACHES TO THE FULLEST EXTENT OF THE LAW. WINZIP MAY INVOLVE AND COOPERATE WITH LAW ENFORCEMENT AUTHORITIES IN PROSECUTING USERS WHO VIOLATE THESE TERMS OF SERVICE. YOU ACKNOWLEDGE THAT, ALTHOUGH WINZIP HAS NO OBLIGATION TO MONITOR YOUR ACCESS TO OR USE OF THE SERVICES, IT HAS THE RIGHT TO DO SO FOR THE PURPOSES OF OPERATING THE SERVICES, TO ENSURE YOUR COMPLIANCE WITH THESE TERMS OF SERVICE, OR TO COMPLY WITH APPLICABLE LAW, OR THE ORDER OR OTHER REQUIREMENT OF A COURT, ADMINISTRATIVE AGENCY, OR OTHER GOVERNMENTAL BODY.

WINZIP RESERVES THE RIGHT AT ALL TIMES TO DISCLOSE, IN ITS SOLE DISCRETION, ANY USER FILES AS NECESSARY TO (A) SATISFY ANY LAW, REGULATION, OR GOVERNMENTAL REQUEST, OR (B) REDUCE OR PREVENT WHAT WINZIP CONSIDERS TO BE, IN ITS SOLE DISCRETION, A SERIOUS OR IMMINENT THREAT TO YOUR HEALTH OR SAFETY, OR THE HEALTH OR SAFETY OF ANOTHER. IN APPROPRIATE CIRCUMSTANCES, WINZIP MAY TERMINATE OF THE ACCOUNTS AND/OR DELETE THE USER FILES OF USERS WHO REPEATEDLY INFRINGE OR ARE BELIEVED TO BE OR ARE CHARGED WITH REPEATEDLY INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES.

Feedback

If you elect to provide us with feedback, comments and suggestions for improvements to the Services, whether written, verbal or in any other format or manner, ("Feedback") YOU ACKNOWLEDGE AND AGREE THAT ALL FEEDBACK WILL BE THE SOLE AND EXCLUSIVE PROPERTY OF WINZIP AND THAT YOU HEREBY DO IRREVOCABLY ASSIGN TO WINZIP AND AGREE TO IRREVOCABLY ASSIGN TO WINZIP ALL OF YOUR RIGHT, TITLE, AND INTEREST IN AND TO ALL FEEDBACK INCLUDING, WITHOUT LIMITATION, ALL WORLDWIDE PATENT RIGHTS, COPYRIGHT RIGHTS, TRADE SECRET RIGHTS, AND OTHER PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS THEREIN. At WinZip?s request and expense, you will execute documents and take such further acts as WinZip may reasonably requests to assist WinZip in acquiring, perfecting, and maintaining our intellectual property rights and other legal protections for the Feedback.

Links

The Services may contain links to third party websites. You acknowledge and agree that WinZip is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on, or available from, such websites. Links to such websites do not imply any endorsement by us of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.

Scheduled Maintenance

WinZip performs system maintenance on a regular basis to ensure high-quality of service. We use commercially reasonable efforts to ensure that the Services are available for use during this time. We will use commercially reasonable efforts to perform all maintenance during its pre-scheduled maintenance windows. Currently, the maintenance window is between 10:00 p.m. Friday and 2:00 a.m. Saturday, U.S. Pacific Standard Time (06:00-10:00 GMT).

Disclaimer of Warranties

THE SERVICES, ZIPSHARE APPLICATION, AND WINZIP CONTENT ARE PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WINZIP EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WINZIP MAKES NO WARRANTY THAT THE SERVICES, THE ZIPSHARE APPLICATION OR WINZIP CONTENT WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR WILL OPERATE AT ANY PARTICULAR SPEED. YOUR USE OF THE SERVICES, ZIPSHARE APPLICATION AND WINZIP CONTENT IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT WINZIP WILL NOT BE RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR THE COMPUTER SYSTEM OF ANY THIRD PARTY RESULTING FROM USE OF THE SERVICES, WINZIP CONTENT OR ANY ZIPSHARE APPLICATION. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM WINZIP OR THROUGH SERVICES, OR WINZIP CONTENT OR ANY ZIPSHARE APPLICATION, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS WINZIP, ITS OFFICERS, ITS PARENT ENTITY, ITS DIRECTORS, AFFILIATES, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, AND EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, YOUR ACCESS TO OR USE OF THE SERVICES, ANY ZIPSHARE APPLICATION, OR YOUR VIOLATION OF THESE TERMS OF SERVICE INCLUDING, WITHOUT LIMITATION, THIRD PARTY CLAIMS THAT USER FILES SUBMITTED TO THE SERVICES BY YOU INFRINGE OR MISAPPROPRIATE THE INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, PUBLICITY RIGHTS, OR MORAL RIGHTS OF A THIRD PARTY.

Limitation of Liability

IN NO EVENT WILL WINZIP BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS, AND DAMAGE TO HARDWARE OR OTHER SOFTWARE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE, THE USE OR PERFORMANCE OF ANY WINZIP APPLICATION, OR FROM THE USE OF, OR INABILITY TO USE THE SERVICES OR ANY USER FILES SENT THROUGH, STORED BY, OR DOWNLOADED FROM THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WINZIP HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN NO EVENT WILL WINZIP?S AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES EXCEED THE LESSER OF: (A) ONE HUNDRED U.S. DOLLARS ($100); OR (B) THE FEES PAID TO WINZIP BY YOU IN THE TWELVE (12) MONTHS LEADING UP TO THE EVENT GIVING RISE TO SUCH A CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN WINZIP AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Controlling Law and Jurisdiction

These Terms of Service will be governed by the laws of the State of California without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods will not apply. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in San Mateo County, California U.S.A., and you waive any objection to jurisdiction and venue in such courts.

Entire Agreement

These Terms of Service represent the entire and exclusive agreement between WinZip and you regarding the Services, the ZipShare Application and these Terms of Service supersede and replace any prior agreements between WinZip and you regarding the Services and WinZip Content. Certain areas of the Website (and your access to or use of certain Services or WinZip Content) may have different terms and conditions posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these Terms of Service and terms and conditions posted for a specific area of the Services or WinZip Content, the latter terms and conditions shall take precedence with respect to your use of, or access to, that area of the Services or WinZip Content.

Notices

You consent to the use of: (i) electronic means to complete these Terms of Service and to deliver any notices or other communications permitted or required hereunder (including notices with respect to actual or alleged breaches of security); and (ii) electronic records to store information related to these Terms of Service or your use of the Services. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms of Service, will be in writing and given: (a) by WinZip via email (in each case to the address that you provide); or (b) by posting to the Website or through the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

General

You will not assign any rights granted to you or delegate any of your duties hereunder. Any attempt to do so, you acknowledge and agree, is void and of no effect. WinZip may freely assign these Terms of Service and the rights granted hereunder without restriction. Nothing in these Terms of Service shall constitute a partnership or joint venture between you and WinZip. In the event that any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect. The failure of WinZip to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision. The headings and captions are for convenience only and are not to be used in the interpretation of these Terms of Service.

Contacting WinZip

If you have any questions about these Terms of Service contact WinZip and our ZipShare team at support@zipshare.com.