Terms of Service

Updated March 4, 2014

Welcome to shopzaozao.com (“ZAOZAO”, the “Company”, “we”, “our”, or “us”). By accessing our website at www.shopzaozao.com, all other sites owned and operated by ZAOZAO that redirect to www.shopzaozao.com, and all subdomains (collectively, the “Site”), and using our platform and the services owned and operated by ZAOZAO US Inc (DE) (collectively and together with the Site, the “Service”), you acknowledge that you have read, understood, and agree to the most recent version of our Terms of Service. The following terms and conditions, including any future modifications to the Terms of Service, and all guidelines are collectively referred to herein as the “Terms” or the “Agreement.” By using the service in any manner, including, but not limited to, visiting or browsing the site or contributing content, information, or other materials or services to the site, you agree to be bound by these Terms. Please read these Terms carefully before using the Service offered by ZAOZAO.

Summary of Service

ZAOZAO is a platform offering items (“Products”) made by certain users (“Designers”) for sale to other users (“Purchasers”). Through the Site, email, websites, and other media, the Service makes accessible various content, including, but not limited to, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, software, scripts, projects, other material and information, and associated trademarks and copyrightable works (collectively, “Content”). Designers, Purchasers, and other visitors to and users of the Service (collectively, “Users”) may have the ability to contribute, add, create, upload, submit, distribute, facilitate the distribution of, collect, post, or otherwise make accessible (“Submit”) Content. “User Submissions” means any Content Submitted by Users.

Acceptance of Terms

The Service is offered subject to acceptance of all of the terms and conditions contained in these Terms, including the Privacy Policy available at www.shopzaozao.com/privacy, and all other operating rules, policies, and procedures that may be published on the Site by the Company, which are incorporated by reference and may be updated by the Company without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions adopted by the Company. Your use of those services is subject to those additional terms and conditions, which are incorporated into these Terms by this reference.

The Service is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you are at least 13 years old and of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. The Company may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in those jurisdictions.

Modification of Terms

The Company reserves the right, at its sole discretion, to modify or replace these Terms, or change, suspend, or discontinue the Service (including, but not limited to, the availability of any feature, database, or Content) at any time for any reason. The Company may also impose limits on certain features and services or restrict your access to parts or all of the Service without notice or liability. It is your responsibility to check the Terms periodically for changes. Your continued use of the Service following the posting of any changes to the Terms constitutes acceptance of those changes.

Rules and Conduct

As a condition of use, you promise not to use the Service for any purpose that is prohibited by the Terms or law. The Service is provided only for your own personal, non-commercial use (except as allowed by the Terms). You are responsible for all of your activities in connection with the Service. You shall not, and shall not permit any third party using your account to, take any action, or Submit Content, that:

• infringes any patent, trademark, trade secret, copyright, right of publicity, or other right of any other person or entity, or violates any law or contract;

• you know is false, misleading, or inaccurate;

• is unlawful, threatening, abusive, harassing, derogatory, defamatory, libelous, deceptive, fraudulent, tortious, obscene, offensive, profane, or invasive of another’s privacy;

• constitutes unsolicited or unauthorized advertising or promotional material or any junk mail, spam, or chain letters;

• contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit, or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password, or other information of the Company or any third party; or

• impersonates any person or entity, including any employee or representative of the Company.

• Additionally, you shall not: (i) take any action that imposes or may impose (as determined by the Company in its sole discretion) an unreasonable or disproportionately large load on the Company’s or its third-party providers’ infrastructure; (ii) interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service; (iii) bypass any measures the Company may use to prevent or restrict access to the Service (or other accounts, computer systems, or networks connected to the Service); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on the Service; or (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site.

You shall not directly or indirectly: (i) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Service; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable laws and regulations.

The Company does not guarantee that any Content will be made available through the Service. The Company has no obligation to monitor the Service or Content. The Company reserves, at the Company’s sole discretion, the right to, at any time, for any reason, and without notice: (i) cancel, reject, interrupt, remove, or suspend a Product; (ii) remove, edit, or modify any Content, including, but not limited to, any User Submission; (iii) remove or block any User or User Submission, and (iv) suspend or terminate any User’s access to the Service. ZAOZAO reserves the right not to comment on the reasons for any of these actions.

Registration

You may view Content on the Site without registering, but as a condition of using certain aspects of the Service, you may be required to register with the Company and select a screen name (“User ID”) and password. You shall provide accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms, which may result in immediate termination of your account. You shall not use as a User ID, domain name, or Product name any name or term that (i) is the name of another person, with the intent to impersonate that person; (ii) is subject to any rights of another person, without appropriate authorization; or (iii) is otherwise offensive, vulgar, or obscene. The Company reserves the right in its sole discretion to refuse registration of or cancel a User ID, domain name, and Product name. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password for the Site. You shall never use another User account without the other User’s express permission. You will immediately notify the Company in writing of any unauthorized use of your account, or other known account-related security breach.

Designers: Product Sales and Commerce

ZAOZAO is a platform offering Products for sale to Purchasers. By having your Product on the site, you agree to be bound by this entire Agreement, including the following terms:

• Purchasers pay for Products in exchange for Products Designers promise to send to the Purchasers.

• Purchasers agree to provide their payment information at the time they purchase an item.

• The Purchaser will be charged the amount listed on the website.

• Purchasers consent to ZAOZAO and its payments partners authorizing or reserving a charge on their payment card or other payment method for any amount up to the full payment amount at any time between placement of the order and collection of the funds.

• Purchasers agree to have sufficient funds or credit available at the time of order.

• Designers agree to make a good faith attempt to fulfill each sale in a timely manner (within 24 hours upon receipt of purchaser information).

• For all sales, ZAOZAO gives to the Designer each Purchaser’s order information, including name, email and address.

• For some Products, the Designer needs further information from Purchasers, such as customization instructions, to enable the Designer to deliver the Products. The Designer shall request the information at some point after the order is completed. To receive the Product, Purchasers agree to provide the requested information to the Designer.

• Within seven (7) days of receiving the item, Purchaser can request an exchange for an item (made by the same Designer) of the same value or more provided Purchaser pays the difference. An item of lesser value from the same Designer may be requested as well, but difference will not be credited.

• Designers may cancel and refund a Purchaser’s order at any time and for any reason, and if they do so, are not required to fulfill the order as long as they provide the Purchaser a full refund. Purchasers agree not to take any action based on their reliance on the delivery of Products Purchasers order.

• ZAOZAO is not responsible for any exchanges that may occur between Purchaser and Designer, but may facilitate exchanges on behalf of Designers to Purchasers at its sole discretion. Designers should not take any action in reliance on having the money from Purchasers until they have the ability to withdraw and spend the money.

• Because of occasional failures of payments from Purchasers, ZAOZAO cannot guarantee the full receipt of the order amounts minus fees.

• ZAOZAO and its payments partners will remove their fees before transmitting proceeds of a sale to the Designers. Fees may vary depending on region of Purchaser and other factors.

• ZAOZAO reserves the right to cancel an order at any time and for any reason.

• ZAOZAO reserves the right to reject, cancel, interrupt, remove, or suspend a Product at any time and for any reason. ZAOZAO is not liable for any damages as a result of any of those actions. ZAOZAO’s policy is not to comment on the reasons for any of those actions.

• All transactions of Products constitute a contractual relationship between the Designer and the Purchaser. ZAOZAO provides the Service for the interactions between the Designers and Purchasers, and acts as a payment agent for Purchasers to order Products. ZAOZAO is not liable for any damages or loss incurred related to orders or any other use of the Service. All dealings are solely between Users. ZAOZAO is under no obligation to become involved in disputes between any Users, or between Users and any third party. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties, or representations associated with Products on the Site. ZAOZAO does not oversee the performance or punctuality of Designs. The Company does not endorse any User Submissions. You release ZAOZAO, its officers, employees, agents, and successors in rights from claims, damages, and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.

Fees and Payments

Joining ZAOZAO is free. However, we do charge fees for certain services. When you use a service that has a fee you have an opportunity to review and accept the fees that you will be charged. Changes to fees are effective after we provide you with notice by posting the changes on the Site. You are responsible for paying all fees and taxes associated with your use of the Service.

Payments by Purchasers are collected by a payment processor form time to time designated by ZAOZAO. ZAOZAO is not responsible for the performance of such payment processor.

Fees and payments for certain aspects of the Service shall be subject to the following terms and conditions:

• All transactions of Products constitute a contractual relationship between the Designer and the Purchaser. The Company provides the Service for the interaction between the Designers and the Purchasers and acts as a payment agent for the Purchasers to order the Designers’ Products. Sale Proceeds from the Purchasers will be distributed to the Designers according to these Terms.

• Sale Proceeds are received first by the Company acting as a payment agent. Subject to the terms of this Letter, payments will be distributed to the Designer via Paypal only if the Designer fulfills the shipment of the Products to the Purchasers as promised in the description, providing proof of tracking.

• For further information on proceeds in dealing with Designers, please refer to Designer Information Packet issued by ZAOZAO to each individual Designer.

Third-Party Sites

The Service may permit you to link to other websites or resources on the internet, and other websites or resources may contain links to the Site. When you access third-party websites, you do so at your own risk. Those other websites are not under the Company’s control, and you acknowledge that the Company is not liable for the content, functions, accuracy, legality, appropriateness, or any other aspect of those other websites or resources. The inclusion on another website of any link to the Site does not imply endorsement by or affiliation with the Company. You further acknowledge and agree that the Company shall not be liable for any damage related to the use of any content, goods, or services available through any third-party website or resource.

Content and License

You agree that the Service contains Content provided by the Company and its partners and Users and that the Content may be protected by copyrights, trademarks, service marks, patents, trade secrets, or other rights and laws. You shall abide by and maintain all copyright and other legal notices, information, and restrictions contained in any Content accessed through the Service.

The Company grants to each User of the Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content, solely for personal, non-commercial use. Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use is prohibited without prior written permission from the Company, or from the copyright holder. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party right.

Intellectual Property of Users

By Submitting User Submissions on the Site or otherwise through the Service, you agree to the following terms:

• ZAOZAO shall own and retain all right, title, and interest in and to the Site and Service and any improvements made to the Site and Service as a result of your use of the Site and Service, including improvements made based on any feedback and recommendation from you. You agree not to reverse engineer, decompile, disassemble, copy, alter, modify, or create derivative works of the Site and Service or otherwise use the Site and Service in any way that violates these Terms. We reserve the right to make changes to the Site and Service at our sole discretion.

• The Company will not have any ownership rights over your User Submissions. However, the Company needs the following license to perform and market the Service on your behalf and on behalf of its other Users and itself. You grant to the Company the worldwide, non-exclusive, perpetual, irrevocable, royalty-free, sublicensable, transferable right to (and to allow others acting on its behalf to) (i) use, edit, modify, prepare derivative works of, reproduce, host, display, stream, transmit, playback, transcode, copy, feature, market, sell, distribute, and otherwise fully exploit your User Submissions and your trademarks, service marks, slogans, logos, and similar proprietary rights (collectively, the “Trademarks”) in connection with (a) the Service, (b) the Company’s (and its successors’ and assigns’) businesses, (c) promoting, marketing, and redistributing part or all of the Site (and derivative works thereof) or the Service in any media formats and through any media channels (including, without limitation, third-party websites); (ii) take whatever other action is required to perform and market the Service; (iii) allow its Users to stream, transmit, playback, download, display, feature, distribute, collect, and otherwise use the User Submissions and Trademarks in connection with the Service; and (iv) use and publish, and permit others to use and publish, the User Submissions, Trademarks, names, likenesses, and personal and biographical materials of you and the members of your group, in connection with the provision or marketing of the Service. The foregoing license grant to the Company does not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions.

• You are publishing your User Submission, and you may be identified publicly by your name or User ID in association with your User Submission.

• You grant to each User a non-exclusive license to access your User Submissions through the Service, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions solely for personal, non-commercial use.

• You further agree that your User Submissions will not contain third-party copyrighted material, or material that is subject to other third-party proprietary rights, unless you have permission from the rightful owner of the material or you are otherwise legally entitled to post the material and to grant ZAOZAO all of the license rights granted herein.

• You will pay all royalties and other amounts owed to any person or entity based on your Submitting User Submissions to the Service or the Company’s publishing or hosting of the User Submissions as contemplated by these Terms.

• The use or other exploitation of User Submissions by the Company and Users as contemplated by this Agreement will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

• The Company shall have the right to delete, edit, modify, reformat, excerpt, or translate any of your User Submissions.

• All information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which that content originated.

• The Company will not be liable for any errors or omissions in any Content.

• The Company cannot guarantee the identity of any other Users with whom you may interact while using the Service.

• All Content you access through the Service is at your own risk and you will be solely responsible for any resulting damage or loss to any party.

• ZAOZAO has adopted a policy of, in appropriate circumstances, terminating User accounts that are repeat infringers of the intellectual property rights of others. ZAOZAO also may terminate User accounts even based on a single infringement.

Copyright Notifications

ZAOZAO will remove infringing materials if properly notified that Content infringes copyright. If you believe that your work has been copied in a way that constitutes copyright infringement, please notify ZAOZAO’s Copyright Agent in writing. Your notice must contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

• a description of the copyrighted work that you claim has been infringed;

• a description of where the material that you claim is infringing is located on the Site, sufficient for ZAOZAO to locate the material;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and

• a statement by you that the information in your notice is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.

If you believe that your work has been removed or disabled by mistake or misidentification, please notify ZAOZAO’s Copyright Agent in writing. Any person who knowingly and materially misrepresents that material is infringing or was removed or disabled by mistake or misidentification may be subject to liability. Your counter-notice must contain the following information:

• your physical or electronic signature;

• identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

• a statement made under penalty of perjury that the you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material; and

• your name, address, telephone number.

If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.

Our designated copyright agent for notice of alleged copyright infringement is:

ZAOZAO (US) Limited
Attn: Copyright Agent
1250 Broadway, 30/F
New York, NY 10001
Email: [email protected]

Termination

The Company may terminate your access to the Service, without cause or notice, which may result in the forfeiture and destruction of all information associated with your account. If you wish to terminate your account, you may do so by following the instructions on the Site. Any fees paid to the Company are non-refundable. All provisions of the Terms that by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

Warranty Disclaimer

The Company has no special relationship with or fiduciary duty to you. You acknowledge that the Company has no duty to take any action regarding any of the following: which Users gain access to the Site; what Content Users access through the Site; what effects the Content may have on Users; how Users may interpret or use the Content; or what actions Users may take as a result of having been exposed to the Content. The Company cannot guarantee the authenticity of any data or information that Users provide about themselves or their Designs. You release the Company from all liability for your having acquired or not acquired Content through the Site. The Site may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. The Company makes no representations concerning any Content on the Site, and the Company is not liable for the accuracy, copyright compliance, legality, or decency of material contained on the Service. Except as expressly set forth in these Terms, we make no warranty, express or implied, with respect to any matter, and expressly disclaim any implied warranties or conditions of noninfringement, merchantability and fitness for any particular purpose. We do not warrant the benefits of your use of the Service, and you assume all risk and responsibility with respect thereto. You should note that in using the Service, sensitive information will travel through third party infrastructures which are not under our control (such as third party servers). We make no warranty with respect to the security of such third party infrastructures.

Indemnification

You shall defend, indemnify, and hold harmless the Company, its affiliates, and each of its and its affiliates’ employees, contractors, directors, suppliers, and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Service and Content, or otherwise from your User Submissions, violation of the Terms, or infringement by you, or any third party using your account, of any intellectual property or other right of any person or entity. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with the Company in asserting any available defenses.

Limitation of Liability

In no event shall we be liable to you or any third party for any direct, indirect, special, incidental, punitive or consequential damages (or for any loss of use, data, business or profits) arising out of or in connection with these Terms or your use of the Service, whether such liability arises from any claim based upon contract, warranty, tort, strict liability or otherwise, and whether or not we have been advised of the possibility of such loss or damage. This limitation on our liability does not include (a) liability for death or personal injury resulting from negligence, (b) liability for fraud or dishonesty, or (c) liability which is not possible to exclude under applicable law. Without prejudice to the foregoing, our maximum aggregate liability to you arising out of or in connection with these Terms or your use of the Platform shall not exceed US$500.

International

Accessing the Service is prohibited from territories where the Content is illegal. If you access the Service from such locations, you do so at your own initiative and are responsible for compliance with local laws.

Electronic Delivery, Notice Policy, and Your Consent

By using the Service, you consent to receive from ZAOZAO all communications including notices, agreements, legally required disclosures, or other information in connection with the Service (collectively, “Contract Notices”) electronically. ZAOZAO may provide the electronic Contract Notices by posting them on the Site. If you desire to withdraw your consent to receive Contract Notices electronically, you must discontinue your use of the Service.

Governing Law

These Terms and Conditions (and any further rules, policies, or guidelines incorporated by reference) shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”). Any disputes arising out of or in connection with this letter shall be subject to the exclusive jurisdiction of the Hong Kong courts to whose jurisdiction the parties hereto irrevocably submit in connection with any such dispute.

Integration and Severability

These Terms and other referenced material are the entire agreement between you and the Company with respect to the Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and the Company with respect to the Service and govern the future relationship. If any provision of the Terms is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Miscellaneous

The Company shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond the Company’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. The Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with the Company’s prior written consent. The Company may assign, transfer, or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under the Terms, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under the Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.