Last updated on November 4th, 2011.

Introduction

Welcome to Zerofootprint’s software and/or website (collectively, the “Service”). The Service is operated by Zerofootprint Software Inc. (“Zerofootprint” or “We”, as further defined below).  By accessing or using the Service or by posting a link to the Service on any website(s) owned or operated by or on behalf of You (“You” or “Your”), You signify that You have read, understand and agree to be bound by these terms of service (the “Terms of Use”), whether or not You are a registered member of the Service. You are only authorized to use the Service (regardless of whether Your access or use is intended) if You agree to abide by all applicable laws and to these Terms of Use.

Amendment to the Terms of Use

We reserve all rights, at our sole discretion, to change, modify, add, or delete these Terms of Use in whole or in part (“Changes”) at any time without further notice. If We make any Changes, we will post the revised Terms of Use on the Service.  Your continued use of the Service after any such changes constitutes Your acceptance of the revised Terms of Use. Except where stated otherwise, the terms “Zerofootprint” and “We” used on the Service and in these Terms of Use shall be deemed to include Zerofootprint Software Inc., its affiliates, subsidiaries, successors and assigns.

Changes to the Service

In Zerofootprint’s sole discretion and without prior notice or liability, We may discontinue, modify or alter any aspect of the Service in whole or in part including, but not limited to, (i) restricting the time the Service is available, (ii) restricting the amount of use permitted, and (iii) restricting or terminating any user’s right to use the Service. You agree that any termination or cancellation of Your access to, or use of, the Service may be effected without prior notice. Although Zerofootprint does not constantly monitor the Service, it nevertheless expressly reserves the right to do so.

Registered Users

Certain portions, components, content and features of the Service are only available to individuals who register with Zerofootprint and create a user account on the Service (each, a “Registered User”).

If You are a Registered User then You agree to the following:

(i) In consideration of Your use of the Service, You represent that You are seventeen years of age (17 ) or older and are not a person barred from receiving services under the laws of the Province of Ontario and the federal laws of Canada or other applicable jurisdiction. You also agree to: (a) provide true, accurate, current and complete information about Yourself as prompted by any registration form(s) on the Service (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If You provide any information that is untrue, inaccurate, not current or incomplete, Zerofootprint has the right to suspend or terminate Your account and refuse any and all current or future use of the Service (or any portion thereof).

(ii) You agree to choose carefully the information You post on the Service and that You provide to other users. Your profile may not include the following items: telephone numbers, street addresses, and any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, information provided by other users (for instance, in their profile) may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Zerofootprint assumes no responsibility or liability for this material. You are solely responsible for Your interactions with other users of the Service.

(iii) You will receive a password and account designation upon completing the Service registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under Your password or account. You agree to (a) immediately notify Zerofootprint of any unauthorized use of Your password or account or any other breach of security, and (b) ensure that You exit from Your account at the end of each session.

Privacy

You must comply with all policies regarding permitted and prohibited uses of the Service that may be posted by Zerofootprint on the Service from time to time and in accordance with Zerofootprint’s privacy policy (the “Privacy Policy”), currently specified at http://www.zerofootprint.net/privacy-policy. You agree that You will regularly read and familiarize Yourself with the all such appropriate use postings and the Privacy Policy.

Zerofootprint Community Standards

For the purposes of these Terms of Use, the term “Zerofootprint Community” means any chat room, message board, bulletin board, book review exchange or similar activity where You and other users of the Service can communicate.
Your privilege to use the Service (including the Zerofootprint Community) and contribute to discussions on the Zerofootprint Community depends on Your compliance with the community standards and any acceptable use postings. We may revoke Your privileges to use all or a portion of the Service and/or take any other appropriate measures to enforce community standards and any acceptable use postings if violations are brought to our attention. Further, if You fail to adhere to the community standards and any acceptable use postings, We may terminate, in Zerofootprint’s sole discretion, Your use of, or participation in, the Zerofootprint Community.

All Zerofootprint Community communications, including, but not limited to, chat and message board communications, are public and not private communications. We reserve the right to monitor some, all, or no areas of the Service (including any Zerofootprint Community) for adherence to the community standards and any acceptable use postings or for any other purpose. You acknowledge that by providing You with the ability to distribute Submissions (as defined below) in the Zerofootprint Community, We are acting as a passive conduit for such distribution and We are not undertaking any obligation or liability relating to any Submissions or activities in the Zerofootprint Community. Although We reserve the right to remove, without notice, any Zerofootprint Community posting for any reason, We have no obligation to delete Submissions that You may find objectionable or offensive.

If there is any conflict or inconsistency between these Terms of Use, any acceptable use postings and any other rules, policies or guidelines posted on the Service, these Terms of Use will prevail.

Additional Terms

From time to time, We may supplement these Terms of Use with additional terms and conditions pertaining to specific content, activities or events (“Additional Terms”). Such Additional Terms may be placed on the Service to be viewed in connection with the specific content, activities, features or events and shall be identified as such. You understand and agree that such Additional Terms are hereby incorporated by reference into these Terms of Use.

User Submissions

You acknowledge that any content, e-mails, postings, news articles, events, marketplace listings, tips, offers, software, videos, photos, text, graphics, music, sounds, questions, creative suggestions, messages, feedback, ideas, recipes, notes, drawings, articles, stories or other information, data, materials and opinions (including, without limitation any postings on community forums) (“Submissions”) that You provide, e-mail, post, upload or otherwise transmit to the Service shall be deemed and shall remain the property of Zerofootprint, including all copyright, without reservation, and You waive in favour of Zerofootprint any and all moral rights in such Submissions.

Except as provided in the Privacy Policy, none of the Submissions shall be subject to any obligation of confidence on Zerofootprint’s part, and We shall not be liable for any use or disclosure of any Submissions. Without limitation of the foregoing, You acknowledge and agree that all or any portion of Your Submissions may be used, edited, reproduced, published, translated, sublicensed, copied and distributed and/or incorporated into other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such Submissions, without compensation of any kind to You.

When You post Submissions to the Service, You authorize and direct Zerofootprint to make such copies thereof as We deem necessary in order to facilitate the posting and storage of the Submissions on the Service. By posting Submissions to any part of the Service, You automatically grant, and You represent and warrant that You have the right to grant, to Zerofootprint an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Submissions for any purpose on or in connection with the Service or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submissions, and to grant and authorize sublicenses of the foregoing.

You agree to defend, indemnify and hold Zerofootprint, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, threatened or actual claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with any of Your Submissions.

Linking to the Zerofootprint Service

If You post a link to the Service on a Third Party Site (as defined below), including any third party web-site or portal, You must ensure that the Third Party Site does not contain any web content that if shared or posted would be a violation of these Terms of Use. Without limiting the forgoing, You agree not to post a link to any Third Party Site that contains, and does not represent and warrant that such Third Party Site does not and will not contain, any content that is infringing, harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, lewd, fraudulent, or invasive of privacy or publicity rights or that may expose Zerofootprint or its users to any harm or liability of any type.

Upon posting of a link, You agree to defend, indemnify and hold Zerofootprint, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal fees, arising out of or in connection with any links, content, or other items or materials which may be shared or posted through links, or any breach or alleged breach of the foregoing representations and warranties.

By including a link to the Service on a Third Party Site, You represent and warrant that the Third Party Site has the right to grant to Zerofootprint an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use the Service in order to link to, use, copy, publish, stream, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), summarize, and distribute the content, links and other materials of any kind residing on any web pages on which User places the link.

Disclaimer

THE SERVICE AND THE INFORMATION OR MATERIALS HEREIN ARE PROVIDED ON AN “AS IS, WHERE IS” BASIS. ZEROFOOTPRINT MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EITHER EXPRESS OR IMPLIED, OR ARISING BY STATUTE, USAGE OR TRADE, CUSTOM OR OTHERWISE, OF ANY KIND WITH RESPECT TO THE SERVICE OR THE SITE CONTENT. ZEROFOOTPRINT DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, OR ARISING BY STATUTE, USAGE OR TRADE, CUSTOM OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BY USING OR ATTEMPTING TO USE THE SERVICE, YOU EXPRESSLY ACKNOWLEDGE THAT ZEROFOOTPRINT MAKES NO WARRANTIES, REPRESENTATIONS OR CONDITIONS REGARDING THE SITE CONTENT INCLUDING BUT NOT LIMITED TO CURRENCY, ACCURACY OR COMPLETENESS AGAINST ZEROFOOTPRINT WITH RESPECT TO SUCH THIRD PARTY SITES.

While we take great care to ensure the Service and related information is accurate, mistakes may occur.  When a mistake is identified we will attempt to correct it as soon as possible and will attempt to notify You if we believe You are affected.  Where appropriate, the Service may be suspended or amended by Us and / or an order may be cancelled prior to shipping an associated product.

All prices quoted are in Canadian dollars unless otherwise noted.

Ownership

All content on the Service, including but not limited to designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the “Site Content”), are the proprietary property of Zerofootprint or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without Zerofootprint’s prior written permission. Provided that You are eligible for use of the Service and subject to these Terms of Use, You are granted a limited license to access the Service and the Site Content and to download or print a copy of any portion of the Site Content to which You have properly gained access solely for Your personal, non-commercial use, provided that You keep all copyright and other proprietary notices intact.

Except for Your own Site Content, You may not upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. The foregoing license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods.

Any use of the Service or the Site Content other than as specifically authorized herein, without the prior written permission of Zerofootprint, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trade-mark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to You or any third party to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Trademark Information

Zerofootprint, Zerofootprint Inc., Zerofootprint Software Inc., Zerofootprint Not-For-Profit, 0footprint, 0footprint Inc., Zerofootprint Group of Companies and related words, domain names and logos are trade-marks and the property of Zerofootprint and its related entities.  All other trade-marks, product names and company names or logos cited herein are the property of Zerofootprint and its related entities.

Third Party Sites

The Service contains (or You may be sent through the Service) links to other websites (“Third Party Sites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Sites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Zerofootprint, and we are not responsible for any Third Party Sites accessed through the Service or any Third Party Content posted on, available through or installed from the Site, including without limitation the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Content does not imply approval or endorsement thereof by us. If You decide to leave the Service and access the Third Party Sites or to use or install any Third Party Content, You do so at Your own risk and You should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which You navigate from the Service or relating to any applications You use or install from the Service.

Limitation of Liability

EXCEPT AS SPECIFICALLY STATED IN THESE TERMS OF SERVICE, NONE OF ZEROFOOTPRINT OR ANY OF ITS RESPECTIVE DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES WILL BE LIABLE FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICE, OR ANY THIRD PARTY SITE. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING (WITHOUT LIMITATION) COMPENSATORY, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES, LOSS OF DATA, INCOME OR PROFIT, LOSS OF OR DAMAGE TO PROPERTY AND CLAIMS OF THIRD PARTIES.
PRICE AND AVAILABILITY INFORMATION IS SUBJECT TO CHANGE WITHOUT NOTICE.

THE EXCLUSION OF CERTAIN WARRANTIES AND THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED IN SOME JURISDICTIONS. THESE STATUTORY PROHIBITIONS MAY APPLY TO YOU.

Zerofootprint Employees

If You are an employee of Zerofootprint, in addition to these Terms of Use please note that Your use of the Service as an employee must at all times also be consistent with the Zerofootprint Code of Conduct contained in the Policies and Procedures Handbook and other related statements, policies and procedures that Zerofootprint may implement from time to time.

Governing Law

By accessing the Service, You agree that all matters relating to access to, or use of, the Service, or any other hyperlinked website, shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You also agree and hereby submit to the non-exclusive personal jurisdiction and venue of the courts of the Province of Ontario and acknowledge that You do so voluntarily and are responsible for complying with all local laws.

Dispute Resolution

Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether pre-existing, present or future) arising out of or relating to: (a) these Terms of Use; or (b) the relationships which result from these Terms of Use (collectively, the “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by Ontario law, You waive any right You may have to commence or participate in any class action against us related to any Claim and, where applicable, You also agree to opt out of any class proceedings against us.

In any action against us arising from the use of the Service, the prevailing party shall be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs, both taxable and non-taxable, and reasonable legal fees.

Termination

If You do not comply with these Terms of Use at any time, We reserve the right to cancel or terminate Your access to the Service (or any part thereof) and/or Your user account, if any.

You agree that We shall not be liable to You or any third-party for any termination or cancellation of Your access to, or use of, the Service. You acknowledge that Your only right with respect to any dissatisfaction with any modification or discontinuation of or to the Service, or any policies or practices by Zerofootprint in providing the Service, including without limitation any change in content, is to cease using the Service and cancel or terminate Your subscription or registered user account, as applicable.

Assignment

We may assign our rights and obligations under these Terms of Use. This Terms of Use will inure to the benefit of our successors, assigns and licensees. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of these Terms of Use, or to exercise any right under these Terms of Use, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and will remain in full force and effect.
Severability
If any provision of these Terms of Use shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of any remaining provisions. This Terms of Use, together with any acceptable use postings, Privacy Policy and any Additional Terms, is the entire agreement between You and Zerofootprint relating to the subject matter herein.