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We carefully hand-pick and verify each factory. Third-party sellers (trading companies) are not allowed, greatly reducing the risk of poor quality products and scammers. Sellers can not buy any badges or "gold" status. Payment protection is standard on every order. Being based in the US, ZIPFOX complies with all US laws.
There are no fees to order on ZIPFOX!
Create an RFQ including all the necessary requirements for your product.
Next, run a search for suppliers and invite as many as you'd like to quote your RFQ.
Try searcing a broader category. You may find a factory who makes a similar product, and can also make yours. Be sure to use the filters to the left of the search results to narrow it down by category.
1.2 You may not access or use the Services or the Sites and may not accept the Terms if you are not of legal age to form a binding contract, or otherwise unable to form a binding contract.
1.3 ZIPFOX may amend any Terms at any time by posting the relevant amended and restated Terms on the Sites. By continuing to access or use the Services or the Sites, you agree that the amended and restated Terms will apply to you.
1.4 If ZIPFOX has posted or provided a translation of the English language version of the Terms, you agree that the translation is provided for convenience only and that the English language version will govern your access to and use of the Services or the Sites.
1.5 You may be required to enter into separate agreement(s), whether online or offline, with ZIPFOX or our affiliate(s) for any Service (or features within the Services) (each an “Additional Agreement”). If there is any conflict or inconsistency between the Terms and an Additional Agreement, the Additional Agreement shall take precedence over the Terms only in relation to that Service (or feature within the Service) concerned.
1.6 The Terms may not be otherwise modified except in writing by an authorized officer of ZIPFOX.
2.1 You are contracting with ZIPFOX Inc., a Delaware Corporation with offices in San Diego, California. As some or part of the Services are supported and provided by affiliates of ZIPFOX, we may delegate some Services to our affiliates.
2.2 You must register as a member on the Sites in order to access and use some Services. Further, ZIPFOX reserves the right, without prior notice and at our discretion, to restrict access to or use of certain Services (or any features within the Services) to any Users.
2.3 Services (or any features within the Services) may vary for different regions and countries. No warranty or representation is given that a particular Service or feature or function thereof or the same type and extent of the Service or features and functions thereof will be available for all Users. ZIPFOX may, at our sole discretion, limit, deny or provide varied levels of access to and use of any Services (or any features within the Services) with respect to different Users.
2.4 ZIPFOX may launch, change, upgrade, impose conditions to, suspend, or stop any Services (or any features within the Services) without prior notice.
2.5 Some Services (or part thereof) may be provided by ZIPFOX’s affiliates on behalf of ZIPFOX.
3.1 As a condition of your access to and use of the Sites or Services, you agree that you will comply with all applicable laws and regulations when accessing or using the Sites or Services.
3.2 You agree that (a) you will not copy, reproduce, download, re-publish, sell, distribute or resell any Services or any information, text, images, graphics, videos, directory listings, files, or databases, etc available on or through the Sites (the “Site Content”), and (b) you will not copy, reproduce, download, compile or otherwise use any Site Content for the purposes of operating a business that competes with ZIPFOX. Systematic retrieval of Site Content from the Sites to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from ZIPFOX is prohibited. Use of any content or materials on the Sites for any purpose not expressly permitted in the Terms is prohibited.
3.3 The following information governs the protection and use of personal information about Users in the possession of ZIPFOX and our affiliates:
3.4 ZIPFOX may allow Users to access content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' websites. You are cautioned to read such third parties websites' terms and conditions and/or privacy policies before using the Sites. You acknowledge that ZIPFOX has no control over such third parties' websites, does not monitor such websites, and shall not be held responsible or liable for any damages caused in whole or in part by the use of such websites, or any content, products or services made available on or through such websites.
3.5 You agree not to undertake any action to undermine the integrity of the computer systems or networks of ZIPFOX and/or any other User nor to gain unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of ZIPFOX’s feedback system, such as leaving positive feedback for yourself using secondary Member IDs or through third parties or by leaving unsubstantiated negative feedback for another User.
3.7 By posting or displaying any information, content or material (“User Content”) on the Sites or providing any User Content to ZIPFOX or our representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to ZIPFOX to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, translate, create derivative works, and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner and for any purpose which may be beneficial to ZIPFOX, the operation of the Sites, the provision of any Services and/or the business of the User. You confirm and warrant to ZIPFOX that you have all the rights, power and authority necessary to grant the above license. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
4.1 Users must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member” below). One User may only register one member account on the Sites, unless otherwise authorized by ZIPFOX. ZIPFOX may cancel or terminate any Member’s account we suspect to be an additional or duplicate account created by an existing Member. Further, ZIPFOX may reject any User’s application for registration for any reason, and terminate any Member account without prior notice.
4.2 Upon registration on the Sites, ZIPFOX shall assign an account and password (the latter shall be chosen by a registered Member during registration) to each registered User. An account may have a web-based email account with limited storage space for the Member to send or receive messages on the Sites.
4.3 Each Member shall be solely responsible for maintaining the confidentiality and security of your member account information and password, and for all use of and activities that occur under your account (whether such use or activities are authorized or not). You are not permitted to share, reassign, or grant another person access to your ZIPFOX member account, even to other individuals within your own household or business entity (where applicable). Member agrees to notify ZIPFOX immediately if you become aware of any unauthorized use of your password, account, or any other breach of security on your account.
4.4 Member agrees that all use of the Sites and Services, and all activities that occur under your account (including without limitation, posting any company or product information, clicking to accept any agreements, terms, or rules, making any payment for products or services, or sending any messages) will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons may cause irreparable harm to ZIPFOX or other Users of the Sites. User shall indemnify ZIPFOX, our affiliates, directors, employees, and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the improper use, maintenance, and/or sharing of your member account. Member also agrees that ZIPFOX shall not be liable for any loss or damages arising from such misuse, and shall have the right to suspend or terminate Member’s account without liability to the Member.
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) your access and use the Sites and Services will be for business purposes only; and (c) for Members who are business entities (“Suppliers”), the address(es) and information you provide when registering your member account are true and correct. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Members who are business entities will be required to provide information or material about your entity, business, products, and/or services as part of the registration process on the Sites, and for your access to and use of any Service. Additional information may be requested by ZIPFOX, at any time and at our discretion. Each Member represents, warrants and agrees that (a) such information and material whether submitted during the registration process or thereafter throughout the continuation of the use of the Sites or Service is true, accurate, current and complete, and (b) you will maintain and promptly amend all information and material to keep it true, accurate, current and complete.
5.4 Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); (c) you have the right and authority to sell, trade, distribute, export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Rights and (d) you are not the subject of any trade restrictions, sanctions or other legal restrictions enacted by any country, international organization or jurisdiction.
5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading, harmful, or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, offensive, sexually explicit, or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate the ZIPFOX Listing Policy, or other applicable terms or agreements
f) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, or false advertising) or promote any activities which may violate any applicable laws and regulations;
g) not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms
h) not in any way directly or indirectly promote or offer communication or transactions outside of the Sites.
5.6 Each Member further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Sites in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Sites in good faith;
c) carry on your activities in accordance with the Terms and any applicable agreements;
d) not use the Services or Sites to defraud any person or entity (including without limitation the sale of stolen items, knowingly defective items, counterfeit items, or the use of stolen credit cards or other financial information);
e) not impersonate any person or entity, or misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in unlawful activities or encourage unlawful activities;
h) not attempt to copy, reproduce, or exploit our directories, databases, and/or listings;
i) not deploy any computer viruses or other destructive devices of any nature that have the effect of damaging, interfering with, or intercepting any software or hardware system, data or information;
j) not attempt to bypass the systems or networks used by ZIPFOX and/or any user of the Sites or gain unauthorized access to any data, systems or networks;
k) not, and your affiliates are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for ZIPFOX or our affiliates.
5.7 User may not use the Sites, Services or member account to engage in activities which are identical or similar to ZIPFOX’s e-commerce marketplace business, or as a resource to collect information to create a competing marketplace business.
5.8 Member agrees to provide all necessary information, materials, and reasonable cooperation necessary for ZIPFOX’s provision of the Services, and for evaluating whether Member has breached the Terms and/or handling any complaint against the Member. If Member's failure to comply promptly with any request results in a delay, suspension, or termination of any Service, ZIPFOX shall not be liable for any losses or damages arising from such delay, suspension or termination.
5.9 Member acknowledges and agrees that ZIPFOX reserves the right to, but shall not be required to actively monitor or exercise any editorial control whatsoever over the content of any message or material or information (including User Content) created, obtained or accessible through the Sites. ZIPFOX does not endorse, verify or otherwise certify the contents of any comments or other material or information (including User Content) created, submitted, posted, or displayed by any Member. Each Member is solely responsible for the contents of their own communications and may be held legally liable or accountable for the content of their comments or other material or information.
5.10 Member acknowledges and agrees that the Sites and Services may only be used by businesses and their representatives for business use, and not for individual consumers or personal use.
5.11 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdiction(s) to ensure that all access and use of the Site and Services are in compliance.
6.1 ZIPFOX reserves the right, at our sole discretion, to remove, modify or reject any content that you submit, send, post, or display on the Sites, including but not limited to content which we believe is illegal, violates the Terms, presents a potential liability to ZIPFOX or our affiliates, or is otherwise found to be potentially inappropriate or harmful in any way.
6.2 If any Member breaches any Terms, or if ZIPFOX has reason(s) to believe that a Member is in breach of any Terms, ZIPFOX shall have the right to take disciplinary actions it deems appropriate, including but not limited to: (i) suspending or terminating the Member’s account and any accounts determined to be related to such Member by ZIPFOX at its sole discretion without liability for any losses or damages arising from such action(s); (ii) restricting access to any Service, temporarily or permanently, at ZIPFOX’s sole discretion; (iii) removing any product listing(s) or other content that the Member has submitted, posted or displayed, or imposing restrictions on the number of product listings, images, or other content that the Member may post or display; (iv) imposing restrictions on the Member’s use of, or access to, any features or functions of the Service at ZIPFOX’s sole discretion and; (v) any other corrective actions or penalties not described herein, which ZIPFOX may deem fit or appropriate at its sole discretion.
6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) ZIPFOX has what it deems to be reasonable grounds to believe that a Member has willfully or materially failed to meet the agreed terms of any contract with another Member, in whole or in part, including without limitation where a Member who supplies products or services using the Sites and Services has failed to deliver any item(s) ordered by another Member after receipt of the agreed purchase price, or where the items such Member delivered materially fail to meet the terms and descriptions outlined in the contract,
b) ZIPFOX has what it deems to be reasonable grounds to believe that the Member has used stolen financial information, credit card information, or other false or misleading information in any transaction conducted on the Sites,
c) ZIPFOX has reasonable grounds to believe that any information provided by the Member is false, inaccurate, or misleading, or
d) ZIPFOX has reasonable grounds to believe that the Member’s actions may cause financial loss or legal liability to ZIPFOX, our affiliates, and/or other Users.
6.4 ZIPFOX reserves the right to cooperate fully with governmental or regulatory authorities, law enforcement bodies, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws, ZIPFOX may disclose any Member's identity, any/all information about any Member or Member’s account(s), and information about any transactions or activities which occur(ed) on or via the Site, if requested by a government, regulatory or law enforcement body, or an injured third party, or as a result of a subpoena or other legal action. ZIPFOX shall not be liable for damages or results arising from such disclosure, and Member agrees not to bring any action or claim against ZIPFOX for such disclosure.
6.5 ZIPFOX may, at our sole discretion and without notice, impose limitations, suspend or terminate the Member’s use of any Service or the Sites without liability to the Member if ZIPFOX has reason to believe the Member is in breach of any agreement or contract with any Member or affiliate of ZIPFOX. Further, ZIPFOX reserves the right to, but shall not be required to investigate such incidents of breach or suspected breach, which may include requesting additional relevant information from the Member.
6.6 Each Member agrees to indemnify ZIPFOX, our affiliates, directors, employees, and representatives and to hold them harmless, from any and all damages, losses, claims and liabilities (including legal costs on a full indemnity basis) which may arise from your submission, posting or display of any User Content, from your access to or use of the Sites or Services, or from your breach of the Terms or any Additional Agreements.
6.7 Each User agrees that ZIPFOX shall have no liability to you or anyone else for any User submitted content or material transmitted through the Sites or Services, including fraudulent, false, misleading, defamatory, offensive or illicit material and that the risk of damage from such content or other material rests entirely with the responsible Member. ZIPFOX reserves the right, at our own expense, to assume the exclusive mediation, resolution, and control of any matter otherwise subject to indemnification by the Member, in which event the Member aims to cooperate with ZIPFOX to assert any available defenses.
7.1 For the purpose of this agreement, “Seller” is defined as any Member who offers or sells products or services through the Sites, and “Buyer” is defined as any Member who purchases or acquires said products and/or services through the Sites.
7.2 ZIPFOX provides electronic web-based platforms for exchanging information between buyers and sellers of products and services, and to perform transactions related to said products and services. Members may inquire about, place, accept, conclude, manage and fulfill orders for products and services on the Sites, subject to the Terms and any additional agreements. ZIPFOX does not represent either the seller or the buyer in specific transactions. ZIPFOX does not control and is not liable or responsible for the quality, safety, lawfulness or availability of the products or services offered for sale on the Sites, the ability of the sellers to complete a sale, deliver any item(s), or the ability of buyers to complete a purchase.
7.3 Each Member agrees that ZIPFOX and our affiliates shall not be held liable for any losses or damages related to a transaction performed on the Sites.
7.4 ZIPFOX verifies the accuracy of Member’s information, especially Members intending to sell products or services on the Sites. However, we do not guarantee the truthfulness or accuracy of any Member's identity or information displayed on the Sites.
7.5 Users shall assume all risks of conducting any purchase and/or transactions through the Sites or Services. Buyers and sellers accessing the Sites or Services shall fully assume all risks of harm and/or liability of any kind arising from activity, use, and/or transactions related to products or services that are the subject of the transaction(s) on the Sites. Examples of such risks shall include, but are not limited to, misrepresentation of products and services, fraudulent activity, unsatisfactory product quality, unmet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost miscalculations, miscommunications between buyer and seller, breach of warranty or contract, the risk that the manufacture, importation, export, distribution, sale, display, purchase, and/or use of products or services offered or displayed on the Sites may violate or may be asserted to violate Third Party Rights, and the risk that Users may incur costs of defense or other costs in connection with third parties’ assertion of Third Party Rights. ZIPFOX is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions, or expenditures of any kind that may arise as result from, or in connection to, any such risks.
7.6 Users assume all risk from consumers, purchasers, end-users of products and services, and/or other third parties who claim to have suffered injuries or harm from their use of the products or services obtained through the Sites or Services. ZIPFOX is not liable or responsible for any damages, claims, liabilities, costs, harm, inconveniences, business disruptions, or expenditures of any kind that may arise as result from, or in connection to, any such risks.
7.7 Buyers and sellers on the Sites are solely responsible understanding and adhering to the terms and conditions of the transactions conducted on the Sites including but not limited to: payment terms, shipping terms, warranties, return policies, insurance, applicable fees and/or taxes, title, licenses, fines, permits, over/under policies, product specification tolerances, handling, transportation, storage, and governmental rules and restrictions.
7.8 User agrees to provide all information and materials required by ZIPFOX in connection with your transactions conducted on the Sites. ZIPFOX has the right to suspend or terminate any Member’s account if the Member fails to provide the required information and materials without liability for any losses or damages arising from or in connection with such suspension or termination.
7.9 In the event of any dispute between Buyer and Seller related to a transaction conducted on the Sites, both parties agree to cooperate with the investigation performed by ZIPFOX, and to provide reasonable information in a timely manner to assist in such investigation including but not limited to photos of products or services purchased in the transaction in question, and screenshots of the communication between Buyer and Seller related to the transaction.
7.10 ZIPFOX reserves the right, sole discretion, and authority to refund to Buyer, in full or in part, and/or to release to Seller, in full or in part, all or part of the funds related to the disputed order/transaction, as ZIPFOX deems appropriate.
7.11 Sellers are required to provide a valid bank account subject to verification and confirmation by ZIPFOX and our affiliates.
7.12 IN THE EVENT THAT ZIPFOX DECIDES TO REFUND ANY BUYER FOR PRODUCTS OR SERVICES SOLD TO THEM BY SELLER, SELLER HEREBY AUTHORIZES ZIPFOX TO DEBIT OR CHARGE THEIR PAYMENT INFORMATION ON FILE FOR THE ENTIRE REFUND AMOUNT AS DECIDED BY ZIPFOX.
7.13 IF SELLER IS UNABLE OR UNWILLING TO ALLOW ZIPFOX TO DEBIT FUNDS RELATED TO A REFUND, ZIPFOX RESERVES THE RIGHT TO USE OTHER MEANS, INCLUDING BUT NOT LIMITED TO SUSPENDING BUYERS ACCOUNT AND/OR RETRIEVING FUNDS FROM AN UNRELATED TRANSACTION ON THE SITES, TO RECOVER FUNDS, WITHOUT BEING HELD LIABLE FOR DAMAGES STEMMING FROM OR RELATED TO SAID ACTIONS.
8.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY ZIPFOX THROUGH THE SITES ARE PROVIDED "AS IS”, AND ARE NOT GUARANTEED TO BE AVAILABLE AT ANY GIVEN TIME. ZIPFOX HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY, PERFORMANCE, ACCURACY, RELIABILITY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE HEREBY EXCLUDED.
8.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZIPFOX MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY, COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE SITES. ZIPFOX DOES NOT REPRESENT OR WARRANT THAT THE MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT VIOLATE ANY THIRD PARTY RIGHTS, AND ZIPFOX MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR SERVICE OFFERED OR DISPLAYED ON THE SITES.
8.3 Any content or material downloaded or otherwise obtained through the Sites or Services is done at each User's sole discretion and risk and each User is solely responsible for any damage to its own or to ZIPFOX’s computer system(s), or any loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by any User from ZIPFOX, or through or from the Sites, or ZIPFOX Customer Service staff, shall create any warranty not expressly stated herein.
8.4 ZIPFOX may make Services or Products available to Members which are provided by independent third party affiliates. No warranties or representations are made with regard to such services or products and in no event shall ZIPFOX or our affiliates be held liable for losses, harm, or damages related to the use, sale, distribution, or display of such services or products.
8.5 Each User hereby agrees to indemnify and save ZIPFOX, our affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from any User's access to, or use of, the Sites or Services, or your breach of any of the terms and conditions of the Terms. Each User hereby further agrees to indemnify and save ZIPFOX, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise from User's breach of any representations and warranties made by User to ZIPFOX, including but not limited to those set forth in this agreement.
8.6 Each User hereby further agrees to indemnify and save ZIPFOX, our affiliates, directors, officers and employees harmless, from any and all losses, damages, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to Services or Products offered or displayed on the Sites. Each User hereby further agrees that ZIPFOX is not responsible and shall have no liability to any User, for any content or material posted by others, including defamatory, proprietary, offensive or illicit material and that the risk of damages from such material rests entirely with each User. ZIPFOX reserves the right, at our own expense, to assume the exclusive mediation, resolution, and control of any matter otherwise subject to indemnification by the Member, in which event the Member aims to cooperate with ZIPFOX to assert any available defenses.
8.7 ZIPFOX shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or other funds, loss of property or materials, business interruption, or loss of information), whether in contract, negligence, tort, equity or otherwise, or any other damages resulting from any of the following:
a) the use or the inability to use the Sites or Services;
b) any defect, damage or otherwise harmful component in goods, samples, data, information or services purchased or obtained from a User, affiliate, or any other third party through the Sites or Services;
c) violation of Third Party Rights or claims or demands that User's manufacture, importation, export, distribution, sale, display, purchase, and/or use of products or services offered or displayed on the Sites or through the Services may violate or may be asserted to violate Third Party Rights, or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data, proprietary information, or private information of any User;
e) statements or conduct of any User of the Sites or Services; or;
f) any matters relating to the Sites or Services, however arising, including negligence.
8.8 Notwithstanding any of the foregoing provisions, the aggregate liability of ZIPFOX, our affiliates, directors, employees, and representatives with respect to each User for all claims arising from the access to or use of the Sites or Services during any calendar year shall be limited to the net profit received by ZIPFOX, in direct connection to transaction(s) performed by such User on the Sites. The preceding sentence shall not preclude the requirement by the User to prove actual damages. All claims arising from the use of the Sites or Services must be filed within four (4) months from the date the cause of action arose, or such longer period as prescribed under the applicable law governing the Terms.
8.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not ZIPFOX has been advised of or should have been aware of the possibility of any such losses arising.
9.1 Under no circumstances shall ZIPFOX be held liable for any delay, failure, or disruption of the content or Services accessed or delivered through the Sites, or the creation or fulfilment of contracts resulting directly or indirectly from acts of nature, forces or causes beyond our reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, acts of terrorism, system breaches with malcious intent, electrical power failures, strikes, labor disputes, riots or civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts, non-performance of third parties, suspension or disruption of transportation, or suspension or disruption of business operations (including but not limited to delays or disruption of work or operation ordered by a government agency) related to the spread of an epidemic or pandemic.
10.1 ZIPFOX is the sole owner or lawful licensee of all the rights and interests in the Sites and Site Content. The Sites and Site Content are to be considered trade secrets and/or intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the Sites and Site Content shall remain with ZIPFOX, our affiliates, or our licensors, as the case may be. All rights not otherwise claimed under the Terms are hereby reserved.
10.2 "ZIPFOX", "ZIPFOX.COM", and related icons and logos are trademarks or service marks of ZIPFOX Inc. and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
11.1 All legal notices or demands to or upon ZIPFOX Inc. shall be made in writing and sent to ZIPFOX Inc. by certified mail to the following entity and address: ZIPFOX Inc. Attn: Legal Department, 1120 Sycamore Ave., STE 2G, Vista, California, 92081. Any legal notice(s) shall be effective once they are confirmed to be received by ZIPFOX in the above-mentioned manner.
11.2 All legal notices or demands to or upon a User shall be effective immediately when either delivered personally, sent by courier, sent by certified mail, sent by facsimile, or sent by email to the last known correspondence and/or contact information provided by the User to ZIPFOX, or by posting such notice or demand on an area of the Sites that is accessible to such User. Notice to a User shall be deemed to be received by such User if and when:
a) ZIPFOX is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User, or
b) immediately upon ZIPFOX posting such notice on an area of the Sites that is accessible to such User.
11.3 You agree that all agreements, notices, demands, disclosures and other communications that ZIPFOX sends to you electronically will satisfy any legal requirement that such communication should be in writing.
12.1 Subject to any additional agreements, the Terms constitute the entire agreement between you and ZIPFOX and govern your use of the Sites and Services, superseding any prior agreements in relation to the same subject matter contained herein.
12.2 ZIPFOX and you are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is implied or created by these Terms.
12.3 If any provision of the Terms is found to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain valid.
12.4 Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such clause.
12.5 ZIPFOX’s failure to enforce any right or failure to act with respect to any breach by you under the Terms will not constitute a waiver of that right nor a waiver of ZIPFOX’s right to act with respect to subsequent or similar breaches.
12.6 ZIPFOX has the right to assign these Terms (including all of our rights, titles, benefits, interests, and obligations and duties in the Terms) to any person or entity (including any affiliates of ZIPFOX). You may not assign the Terms, in whole or part, to any third party.
12.7 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF CALIFORNIA, AND THE UNITED STATES OF AMERICA. THE PARTIES TO THIS AGREEMENT HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE OF CALIFORNIA.