By participating in any Ztail Authorized Guarantee, you are agreeing to the following:  

1. BASIC CONDITIONS

1.1. All participants are subject to Ztail's existing Terms and Conditions including:

1.1.1. Privacy Policy

1.1.2. Terms of Use

1.1.3. User Agreement

1.2. Ztail registration is any Ztail Guarantee activation

1.3. User is eligible for Ztail Guarantee based on inspection of the item shipped user as described by user through the Ztail process.

2. ITEM CONDITION

2.1. Item to be shipped to Ztail shall be in "good" working condition, adhering to the following criteria (which determination shall be made by Ztail in the exercise of its sole but reasonable discretion):

2.1.1. Same Model: Item must be identical in model to item selected in Upgrade process and represented in user's MyZtail account.

2.1.2. Functional: Item must be fully functional.

2.1.3. No Material Damage: Item can have no major cracks, scratches, dents, marks, or other blemishes beyond normal wear and tear.

2.1.4. All Original Parts: Item must contain all or substantially all of the original parts and included accessories, specifically, any original parts required for continual functioning of the product, including but not limited to:

2.1.4.1. All original hardware included with purchase

2.1.4.2. Any parts, software or accessories included in original purchase

3. PROCESS

3.1. Initiating Ztail Guarantee: User must initiate the shipping label process as well as provide a condition rating.

3.2. By submitting a condition rating the user is ensuring that their item meets or exceeds all Upgrade Guarantee requirements for item condition as stated in Section 2 of this document.

3.3. Unacceptable condition: If the item received is in unacceptable condition or does not meet the conditions in Section 2 of this document, Ztail has the option to either:

3.3.1. Propose a reduced payout for the item

3.3.2. Ship the item back to the user

4. PAYMENT

4.1. Notification: Ztail will notify the user that the item is received and inspected within 7 business days; user will also be notified of inspection results at this time.

4.2. Timing: For acceptable condition items, payment authorization and/or discount authorization will occur within 7-10 business days after Notification is sent.

4.3. Payment options: User will be paid according to the methods described on the site on which they purchased the item, including: merchant dollars, merchant discount, PayPal and/or check.

5. RESTRICTIONS

5.1. The Upgrade Guarantee (or any Ztail Guarantee) is only valid in the United States.

5.2. Total Payout: Ztail Guarantee is limited to US $2,000 per calendar year per household, or the equivalent in total merchant dollars, cash or any combination.

7. MISCELLANEOUS

7.1. The user's failure to comply with its obligations under this agreement shall void the Upgrade Guarantee

7.2. The liability of Ztail under this agreement or otherwise in connection with the Ztail Guarantee shall not exceed the difference between the Ztail Guarantee price and the final sales price achieved by the listing.

7.3. Neither Ztail nor the Ztail Guarantee shall ensure that user will collect the final sales price achieved by the listing, and Ztail shall have no liability respecting the same.

7.4. In no event shall Ztail be liable for any special, indirect, incidental, consequential, punitive or exemplary damages under this agreement, including, but not limited to, lost profits, even if Ztail has knowledge of the possibility of such damages,

The following sets forth the privacy practices and policies of Thintail, Inc. ("Thintail"), specifying what information about you that we collect, as well as how that information is used, maintained, and, in some cases, shared.

Thintail will collect information about you when you do any of the following: (i) register to become a user of our Ztail service; (ii) use our Ztail service; (iii) use this website; or (iv) participate in one of our promotions.

By doing any of the foregoing, you assent to this privacy policy. If you do not agree with the terms of this policy, please do not engage in any of these activities.

As described in greater detail below, we will store and use information about you, including information about your social network and where and when you browse on our website, to provide our service to you and to continually improve the quality of our service and this website.

We will not sell or disclose to unaffiliated third parties without your consent information that we collect about you, except as otherwise provided in this policy.

Information collected about you and our use of such information

The following describes the types of personal and other information we may collect about you, and how we use and maintain that information:

Information related to your account

• We collect information about you when you register to become a user of the Ztail service, when you actually use our Ztail service, and when you otherwise transmit such information to us via our website or by email. Specifically, to establish and utilize your account we collect and store in a database indefinitely your email address.
• We use your email address to contact you with regard to your account, such as to confirm your password or to communicate that it is about to expire. We also may use your email address from time to time to inform you about our products or services that we think will interest you.

Website information

Our website collects aggregate information site-wide, including anonymous site stats. We also log domain names and IP addresses, and aggregate data provided by session information and browser cookies. None of this information is used to identify the individual identities of our website users.

Information from promotions

We collect information you give us when you participate in a Thintail promotion, such as a contest. Specifically, you will typically be asked to provide your name and email address, and possibly other information such as your mailing address and telephone number.

We store this information in our database and will use it to communicate with you about the promotion. We may also use this information to promote our services to you in the future, unless you inform us that you opt out from receiving such communications.

Other information

We may retain any data you provide to us in an email inquiry, for the purpose of tracking the types of questions we receive.

When your information will be shared or disclosed

We will comply with any subpoenas, court orders or other legal processes requiring the disclosure of any of the information about you or your social network in our possession, and we may use such information to establish or exercise our legal rights, or to defend against legal claims.

Information about you in our possession may be disclosed as part of any merger, acquisition, sale of company assets, or transition of service to another provider, as well as in the unlikely event of insolvency, bankruptcy, or receivership in which your personal information would be transferred as one of the business assets of the company. Thintail does not guarantee that any entity receiving such information in connection with one of these transactions will comply with all terms of this policy.

Information that we collect about you may be transferred to our headquarters in the United States, which may involve transfer from countries within the European Economic Area (EEA) to countries outside the EEA. By allowing Thintail to collect this information about you, you consent to these transfers, including transborder transmission of data covered by this privacy policy.

Third party information

You agree that you have provided notice to, and obtained consent from, any third party individuals whose personal information you supply to us with regard to: (a) the purposes for which such third party’s personal information has been collected; (b) the intended recipients or categories of recipients of the third party’s personal information; (c) which of the third party’s information is obligatory and which information, if any, is voluntary; and (d) how the third party can access and, if necessary, rectify the information held about them.

Other websites

For your convenience, this website contains links to other websites, or you may be otherwise referred to other websites, including some websites administered by Thintail or administered by other companies on behalf of Thintail, as well as to websites unrelated to Thintail. This privacy policy does not apply to these linked websites. You should check each website for its own privacy policy.

Changes to this policy

Thintail may from time to time update this privacy policy. In the event that Thintail merges with, or is acquired by another company, a change to this privacy policy may result. Whenever a change to this policy is significant, we will place a prominent notice on this website.

Governing law

By choosing to visit this website or otherwise provide information to Thintail, you agree that any dispute over privacy or the terms contained in this privacy policy will be governed by the law of the State of California. You also agree [to arbitrate such disputes and] to abide by any limitation on damages contained in our Website Terms of Use, Terms and Conditions of Service, or other agreement we have with you.

Update information / suggestions

If you would like to update or correct any information that you have provided to Thintail through your use of the Ztail service or this website, or you have suggestions for improving this privacy policy, please send an email to: info <at> ztail.com, or a letter to:

Ztail, Inc.

attn: Privacy policy

Pier 38, Suite 210

The Embarcadero

San Francisco, CA 94107

Please read these Website Terms of Use ("Terms") carefully before using this website ("Site"). Using this Site indicates that you accept these Terms. If you do not accept these Terms, do not use this Site.

General

This Site is owned and operated by Thintail, Inc. ("Thintail"). Thintail reserves the right to revise or remove any part of the Terms in its sole discretion at any time and without prior notice to you by updating this posting. You thus should visit this page periodically for changes. This Site is continually under development and changes in the Site may be made at any time. Any changes are effective upon posting to this Site. If you disagree with the Terms, your sole remedy is to discontinue your use of this Site. Your continued use after a change has been posted constitutes your acceptance of those changes.

Site security

You are prohibited from violating, or attempting to violate, the security of this Site. Any such violations may result in criminal and/or civil penalties against you. Thintail will investigate any alleged or suspected violations and if a criminal violation is suspected, we will cooperate with law enforcement agencies in their investigations.

Other prohibited activities

In using this Site, you must also not:

• Send or otherwise transmit to or through the Site any unlawful, infringing, harmful, harassing, defamatory, threatening, vulgar, sexually explicit, hateful or otherwise objectionable material of any kind;
• Misrepresent your identity or affiliation in any way;
• Violate any applicable laws or regulations; or
• Assist or permit any persons in engaging in any of the activities described above.

User-submitted information

You must exercise caution, good sense and sound judgment in using the Site. You are responsible for any material you transmit to or through the Site. You agree, represent and warrant that any information you transmit to or through the Site is truthful, accurate, not misleading and offered in good faith, and that you have the right to transmit such information. Certain information submitted by you, or otherwise collected from you, is subject to Thintail’s privacy policy, available on this website.

Unsolicited ideas

Thintail does not accept or consider unsolicited ideas, including ideas for new promotions, products, technologies, or processes. You must not transmit any material to or through this Site that you consider to be confidential or proprietary. Any material that you transmit to or through this Site will be considered non-confidential and non-proprietary. This policy serves to avoid potential misunderstandings or disputes regarding ownership of ideas. Except as expressly provided in Thintail’s privacy policy, you give Thintail an unrestricted, irrevocable, worldwide, royalty-free license to use, reproduce, display, publicly perform, transit and distribute such information. You further agree that Thintail has the right to use, without any payment or accounting to you or others, any concepts, know-how or ideas that you (and those who act on your behalf) transmit to or through this Site.

Copyright

The material made available at this Site is protected by copyright. No material from this Site may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way without written permission of the copyright owner, except that you may download one copy of the materials on any single computer and produce one printed copy for your personal, noncommercial use only, provided you keep intact all copyright and other proprietary notices. Modification of the materials or use of the materials for any other purpose is a violation of Thintail’s copyright and other proprietary rights. Permission for all other uses of materials contained herein, including reproducing and distributing multiple copies, or linking to any page at this Site except the "home page" (http://www.ztail.com), must be obtained from Thintail in advance. Requests for such authorization should be submitted via an email to Email Ztail. For purposes of these Terms, the use of any such material on any other website or networked computer environment is prohibited. All design rights, databases and compilation and other intellectual property rights, in each case whether registered or unregistered, and related goodwill are proprietary to Thintail.

Trademarks

All trademarks, service marks, logos and trade names on the Site, whether registered or unregistered, are proprietary to Thintail or to other companies where so indicated. You may not reproduce, download or otherwise use any such trademarks, service marks, logos or trade names without the prior written consent of the appropriate owner thereof.

Links to other websites

As you view this Site, you may notice links to non-Thintail websites. These links are for convenience only. If you use these links, you will leave this Site. Certain of these linked websites may make use of Thintail proprietary intellectual property rights (such as trademarks, service marks, logos and trade names) under license from Thintail. Thintail is not responsible for the availability or content of these other websites or for any viruses or other damaging elements encountered in linking to a third-party website. In addition, providing links to these websites should not be interpreted as endorsement or approval by Thintail of the organizations sponsoring such third-party websites or their products or services. These Terms do not apply to any other websites.

Jurisdictional issues

This Site is controlled and operated by Thintail from its offices within the State of California, United States of America. Thintail makes no representation that materials in the Site are appropriate or available for use in other locations. Those who choose to access this Site from other locations do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to this Site from jurisdictions where the contents of this Site are illegal or penalized is prohibited. No information from this Site may be downloaded or otherwise or re-exported (i) into or to a national or resident of any country to which the United States embargoes or sanctions goods, services or technology; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By downloading or using information from this Site, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Termination

Thintail may terminate your use of the Site or any of our services at any time and for any reason without notice for conduct violating these Terms. Upon any such termination, you must destroy all materials obtained from this Site and all copies thereof. The provisions of these Terms concerning Site security, prohibited activities, copyrights, trademarks, user submissions, disclaimer, limitation of liability, indemnity, and jurisdictional issues shall survive any such termination.

Disclaimer

The materials in this Site are provided "as is" and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, Thintail disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Thintail does not warrant that the functions contained in the materials will be uninterrupted or error-free, that defects will be corrected, or that this Site or the server that makes it available are free of viruses or other harmful components. Thintail does not make any representations or warranties regarding the use or the results of the use of the materials in this Site in terms of their correctness, accuracy, reliability, or otherwise. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Limitation of liability

To the extent permitted under applicable law, under no circumstances, including, but not limited to, negligence, shall Thintail be liable for any compensatory, punitive, special or consequential damages that result from the use of, or the inability to use, the materials in this Site, even if Thintail or a Thintail authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above exclusion may not apply to you.

Indemnity

You agree to indemnify, defend and hold Thintail and its directors, employees, agents and contractors harmless from and against any and all claims, damages, losses, costs (including without limitation reasonable attorneys’ fees) or other expenses that arise directly or indirectly out of or from (i) your breach of any provision of these Terms; or (ii) your activities in connection with this Site.

Children

This website is a general audience site, although it contains information that may be of interest to children. However, Thintail does not seek through this website to gather personal information from or about persons under the age of 13.

Other

These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law. If any provision of these Terms is 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 is the entire agreement between the parties relating to the subject matter herein and shall not be modified except in writing.

If you have any questions or complaints regarding these Terms, please submit your questions or complaints via an email to: info <at> ztail.com or via a letter to:

Ztail, Inc.

attn: Terms of Use

Pier 38, Suite 210

The Embarcadero

San Francisco, CA 94107

Welcome to the Thintail, Inc. website, Ztail.com (the "Site"). This user agreement specifies the terms and conditions under which Thintail, Inc. agrees to provide you with access to the Site. If you want to access the Site to create and publish listings to third party sites (including but not limited to eBay) or your own social media (including but not limited to blogs, social network sites and email), centralize access to online marketplaces or other external websites ("Marketplaces"), track your sales promotions or use the other services we provide (collectively, "Services") you must accept this user agreement ("Agreement") in its entirety, including all of its terms and conditions.

We may amend this Agreement at any time by posting the amended terms and conditions on the Site. Unless otherwise indicated, all amended terms shall automatically be effective seven (7) days after they are initially posted on the Site, and your continued use of our Services indicates your acceptance of the amended terms. You are responsible for reviewing and becoming familiar with any changes.

1. Eligibility; Registration

1.1 Use of the Services is limited to parties that lawfully can enter into and form contracts under applicable law. Without limiting the foregoing, the Services are not available to minors. The Services are not available to parties whose use of the Services has been suspended or terminated.
1.2 To use the Services, you must signup on behalf of yourself or the corporation, partnership or other legal entity that will be using the Services. By accepting this Agreement, you represent that (a) you are thirteen (13) or older and, if applicable, (b) you are authorized to sign for and bind the corporation, partnership or other legal entity that will be using the Services.

2. Passwords and Security

You shall at all times maintain the confidentiality of your user names and passwords. If you are a corporation, partnership or other legal entity, you may allow employees to use user names and passwords, provided that you are responsible for all activity and all charges by such employees. Permitting use of the Services by a third party is prohibited and is a violation of this Agreement. If there is a breach of security through your account, you must immediately change your password and also notify us at Email Ztail. You will be liable for any unauthorized use of the Services until you notify us of the security breach.

3. Fees and Payment Terms

3.1 There are currently no fees for use of Ztail’s Service. Any fees with third party partner or affiliated sites (such as eBay listing fees, final value fees or blog subscription fees) are independent of any actions taken with Ztail and should be handled with those respective third parties. Changes to fees and payment terms are effective immediately unless otherwise indicated, and it is your responsibility to check for any changes.

4. User Conduct

4.1 You agree to comply with all applicable laws, statutes, ordinances and regulations related to use of the Services. You may not use our Services engage in fraud or other illegal activity, or to infringe the intellectual property rights of others.

4.2 You agree to comply with the terms and conditions of all agreements you have with third parties, including providers of Marketplaces and Social Network or Media sites, as such terms and conditions relate to use of the Services including, without limitation, terms and conditions related to types of items that may be sold or restrictions on concurrent sales.

4.3 You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any transaction facilitated via the Site. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure or limits our ability to provide the Services. You agree that you will not use any robot, spider, or other automatic device or routine to access or interface with the Site.

5. Your Stuff

5.1 "Your Stuff" is defined as any information, data, text, graphics, photographs, images or other materials you provide (directly or indirectly) to us or other users of the Services. For example, Your Stuff include information you submit to Marketplaces that we obtain via the Services (such as, Marketplace email addresses, user ids and passwords). You are solely responsible for Your Stuff, and we act as a passive means for your online storage, distribution and publication of Your Stuff.

5.2 Your Stuff (or any items included therein): (a) shall not be false, inaccurate or misleading; (b) shall not be fraudulent or involve the sale of counterfeit or stolen items; (c) shall not infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (d) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination, false advertising, deceptive practices, or securities transactions); (e) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (f) shall not be obscene, contain child pornography; and (g) shall not create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers; (h) shall not violate the terms and conditions of any agreements you have with third parties, including providers of Marketplaces, as such terms and conditions relate to your use of the Services; (i) shall not contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information.

5.3 By entering into this Agreement and providing Your Stuff to Ztail, you grant Ztail a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicenseable (through multiple tiers) right (including a waiver of any applicable moral rights) to exercise the copyright and publicity rights you have in Your Stuff, in any existing or future media now known or not currently known, solely for purposes related to providing the Services ("License"). You represent and warrant that you have the authority to grant the License and that the holder of any intellectual property or other proprietary rights in Your Stuff has licensed, assigned or waived such holder’s rights to the extent necessary to grant the License.

5.4 Any communications or materials you transmit to Ztail by electronic mail or otherwise or post in a public area of the Site may be used by us or our affiliates for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, we, and our affiliates, are free to use any ideas, concepts, know-how or techniques contained in any such communication for any purpose whatsoever, including, but not limited to, developing, manufacturing and marketing products using such information.

5.5 By using the Services, you authorize Ztail to access Third-Party Marketplaces with which you have usage agreements, on your behalf, to retrieve and post information and materials necessary to provide the Services to you, and you hereby appoint Ztail as your agent for this limited purpose. You hereby permit Ztail to use such retrieved information and materials to accomplish the foregoing on your behalf. You hereby acknowledge that our Services may or may not provide all the information and functionality that you could obtain directly from the Marketplaces.

5.6 Ztail reserves the right to access, monitor, remove, or disable access to any of Your Stuff at any time in its sole discretion.

6. Ztail and Third-Party Intellectual Property

6.1 Other than Your Stuff, all content included or available on the Site, such as advertisements, text, graphics, logos, button icons, images, audio clips and software, is the property of Ztail and/or third parties and is protected by copyrights, trademarks or other intellectual and proprietary rights. The compilation (meaning the collection, arrangement and assembly) of all content on the Site is the exclusive property of Ztail and/or its licensors, suppliers and distributors and is protected by copyrights or other intellectual and proprietary rights. All software used on the Site is the property of Ztail and/or its software suppliers or distributors and is protected by copyrights, patents or other intellectual and proprietary rights.

6.2 Subject to the terms and conditions of this Agreement, Ztail grants a limited license to you to make personal use of the Site and the Services only for their intended purposes. This license expressly excludes any resale of the Site and the Services, making any derivative of the Site or the Services, the collection and use of other users’ email addresses or other materials (for example, advertisements), or any data extraction or data mining whatsoever, except with the express consent of the owner of such materials. You may not repost or otherwise reuse advertisements that you create using the Services other than through the Site.

6.3 Ztail retains all right, title, and interest in and to its trademarks, service marks and trade names worldwide (collectively, the "Marks"). You shall only use Ztail’s Marks with the express permission of Ztail and then only in the manner authorized. Under no circumstances may you alter, modify, or change Ztail’s Marks.

7. Suspension and Termination

Without limiting other remedies, we may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate your access to the Site and Services if you breach any of the terms of this Agreement or if you take any actions that, in our sole judgment, may cause legal liability for or claims against you, our users, or us. In the event Ztail suspends or terminates your access to the Site or Services, you acknowledge that you may be denied any further access to Your Stuff.

8. Privacy

Ztail is committed to protecting your privacy and we will only use and disclose Your Stuff in accordance with our then current Privacy Policy which is incorporated herein by reference.

9. General Release

9.1 BECAUSE ZTAIL IS NOT INVOLVED IN DEALINGS BETWEEN OUR USERS OR BETWEEN OUR USERS AND MARKETPLACE USERS, IF A DISPUTE ARISES BETWEEN YOU AND ANOTHER PARTY, YOU RELEASE ZTAIL (AND ITS AGENTS AND EMPLOYEES, SUPPLIERS AND DISTRIBUTORS) FROM CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.

9.2 YOU ACKNOWLEDGE AND AGREE THAT ZTAIL IS NOT RESPONSIBLE FOR THE AVAILABILITY OF MARKETPLACES, AND DOES NOT ENDORSE AND IS NOT RESPONSIBLE OR LIABLE FOR ANY SERVICES, CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE FROM SUCH MARKETPLACES. YOU AGREE THAT ZTAIL SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH SERVICES, CONTENT, ADVERTISING, PRODUCTS OR OTHER MATERIALS.

9.3 YOU ACKNOWLEDGE AND AGREE THAT ZTAIL DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR INFORMATION PROVIDED BY OTHER USERS WHICH IS MADE AVAILABLE ON THE SITE. YOU MAY FIND OTHER USER’S INFORMATION TO BE OFFENSIVE, HARMFUL, INACCURATE OR DECEPTIVE. YOU AGREE THAT ZTAIL SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY SUCH INFORMATION.

10. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL ZTAIL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF DATA, CONTENT, FILES, PROFIT OR GOODWILL, OR THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.

11. Indemnity

You hereby agree to, at your own expense, indemnity, defend and hold Ztail and our subsidiaries, affiliates, officers, directors, agents, and employees harmless from and against any loss, cost, damages, liability, or expense arising out of or relating to (a) a third-party claim, action or allegation of infringement, misuse or misappropriation based on information, data, files or other content submitted by you to the Site; (b) any fraud, manipulation, or other breach of this Agreement by you; (c) any third-party claim, action or allegation brought against Ztail arising out of or relating to a dispute with you over the terms and conditions of an agreement or related to the purchase or sale of any goods or services; (d) your violation of any law or the rights of a third party; or (e) your use, or Ztail’s provision, of the Services or use of your account by any third party. Ztail will have the right to participate in its defense and hire counsel of its choice, at your expense. You will not settle any action or claims on Ztail’s behalf without the prior written consent of Ztail.

12. Notices

When appropriate, Ztail shall provide notice to you via email to the email address you provide in your registration information. Such notice shall be deemed given 24 hours after it is sent, or earlier if actually received by you earlier. You shall provide notice to Ztail via email to Email Ztail.

13. Termination

Notwithstanding the notice provision above, you may terminate this Agreement at any time by. Discontinued use of your account for a twelve (12) month period constitutes termination and as such, all account information contained therein will no longer be accessible.

14. General

This Agreement is not assignable, transferable or sublicensable by you without Ztail’s prior written consent, and any such conveyance shall be null and void. Ztail may assign this Agreement in whole or in part. This Agreement shall be governed by and construed in accordance with the laws of the state of California without regard to conflicts of laws provisions thereof. The sole jurisdiction and venue for actions related to the subject matter hereof shall be the California State and U.S. federal courts having within their jurisdiction the location of Ztail’s principal place of business. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between us with respect to the subject matter hereof. You agree and acknowledge that you are not entering into this agreement in reliance on any statements or representations other than those set forth herein. Should any term or condition be in conflict between this Agreement and any document incorporated by reference into this Agreement, the terms of this Agreement shall control.