zitURL.com (“zitURL,” “we” or “our”) provides URL shortening, custom-branded link, and link management and analytics products and services to its users (collectively, the “zitURL Services”). Please read these Terms of Service (the “Agreement”) carefully, as they govern your access to and use of the zitURL Services and constitutes a binding legal agreement between you and zitURL. If you accept this Agreement or use the zitURL Services on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you”, “your” and “Customer” will refer and apply to that company or other legal entity. If you have been granted access to and use of the zitURL Services by and on behalf of the primary account holder, whether directly or through an administrator, you also agree to abide by this Agreement.

YOU ACKNOWLEDGE AND AGREE THAT, BY CREATING A zitURL ACCOUNT, PURCHASING A PAID ACCOUNT, OR ACCESSING OR USING THE zitURL SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE zitURL SERVICES.

THIS AGREEMENT CONTAINS AN ARBITRATION PROVISION AND CLASS ACTION WAIVER AS DESCRIBED IN THE ARBITRATION SECTION BELOW. YOU AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Scope & Modifications

Modifications. zitURL reserves the right, in its sole discretion, to modify or replace this Agreement at any time. If we modify these Terms, we will post the modification on our site or provide you with notice of the modification on your zitURL Account Details page. By continuing to access or use the zitURL Services after the effective date of the modification, you are indicating that you agree to be bound by the modified Agreement. Customer agrees that it is Customer’s responsibility to check this Agreement periodically for changes and that its use of the zitURL Services following the posting of any changes to this Agreement constitutes acceptance of those changes. If the modified Agreement is not acceptable to you, your only recourse is to cease using the zitURL Services.

Scope & Current Offerings. As of the Effective Date, zitURL offers certain zitURL Services to Customer. zitURL may add, remove, suspend, discontinue, modify or update the zitURL Services at any time, at its discretion. After the effective date of such update, zitURL shall bear no obligation to run, provide or support legacy versions of the zitURL Services.

zitURL Enterprise Customers. If you have purchased a zitURL Enterprise Plan, these terms may be supplemented or modified by a supplemental enterprise agreement and one or more order forms, the terms of which will control to the extent they conflict with these Terms.

Support, Uptime & Training. The training and level of customer support for the tier of zitURL Services you purchase is set forth on the zitURL Services pricing page.

Intellectual Property & License Restrictions

Ownership. Except for any Customer Content or Customer Services, Customer acknowledges and agrees that zitURL is the sole and exclusive owner of all right, title and interest in and to the zitURL Services and zitURL Link Metrics and all related documentation, source code, tools, scripts, processes, techniques, methodologies, inventions, know-how, concepts, formatting, arrangements, visual attributes, ideas, database rights, copyrights, patents, trade secrets, and other intellectual property, and all derivatives, enhancements, modifications and improvements thereof (“zitURL Materials”). Nothing in this Agreement or any other document shall be deemed to transfer ownership of the zitURL Materials. Except for the limited license rights expressly granted herein, no rights to zitURL Materials are granted hereunder and all rights in such zitURL Materials are reserved.

Feedback. Customer is not required to provide any suggestions, enhancement requests, recommendations or other feedback regarding the zitURL Services or zitURL Link Metrics (“Feedback”). However, if Customer does so, all right, title and interest in and to such Feedback shall be assigned to, and shall become the sole and exclusive property of, zitURL upon its creation.

License Restrictions. Customer shall not share access credentials to exceed the user limitations of the service tier Customer has purchased. Customer and its Personnel shall not, and shall not permit any third party to: (i) access the Services or export data from the Services to create a service, software, documentation or data for a URL shortening service other than zitURL or create shortened links or a service that is competitive with, substantially similar or confusingly similar to any aspect of the zitURL Services or zitURL Link Metrics; (ii) use, modify, display, perform, copy, disclose or create derivative works of the zitURL Services except as expressly permitted herein; (iii) reverse engineer, decompile, disassemble, mimic, screen-scrape, frame or mirror the zitURL Services or zitURL Link Metrics, or use any other means to attempt to discover their source code except as expressly permitted herein; (iv) benchmark, encumber, distribute, sublicense, assign, share, sell, rent, lease, pledge or otherwise transfer the zitURL Services or zitURL Link Metrics to any third party; (v) transmit harmful, disabling or malicious code or devices, or infringing, defamatory, unlawful, tortious, deceptive, misleading, fraudulent, abusive, indecent or otherwise offensive content, or content that contains someone’s personal information or violates a third party’s intellectual property, privacy or publicity rights (“Prohibited Content”) through the zitURL Services; (vi) access via automated or unauthorized means, interfere with, disrupt or attempt to monitor, override access or circumvent security measures for, the zitURL Services or zitURL Link Metrics or related systems, including via robots, spiders and other electronic methods; and (vii) obscure, remove or alter any proprietary rights or other notices on the zitURL Services or zitURL Link Metrics. Notwithstanding anything to the contrary herein, zitURL may, in its sole discretion, immediately revoke the grant of rights set forth in Section 3 if Customer breaches or threatens to breach the restrictions in this Section or creates other security or legal concerns. Customer hereby agrees that zitURL will be entitled, in addition to any other remedies available to it at law or in equity, to injunctive relief to prevent the breach or threatened breach of Customer’s obligations under this Section, without any requirement to demonstrate irreparable harm or post a bond.

Technical Restrictions. Customer shall not exceed the number and/or frequency of API calls, concurrent URL shortens or other access to or use of zitURL Services in the relevant documentation or as otherwise provided by zitURL in an Order Form. If zitURL believes that Customer has attempted to exceed or circumvent these limitations, zitURL may suspend or block Customer’s access to the zitURL Services. zitURL may monitor Customer’s use of the zitURL Services, including to ensure Customer’s compliance with this Agreement.

Open Source Software. zitURL Services may incorporate software that is subject to terms that, as a condition of use, copying, modification or redistribution, require such software and derivative works thereof to be disclosed or distributed in source code form, to be licensed for the purpose of making derivative works, or to be redistributed free of charge (“Open Source Software”). To the extent any Open Source Software license terms are inconsistent with this Agreement, then such rights in the applicable Open Source Software license shall take precedence over the rights granted in this Agreement, but solely with respect to such Open Source Software. Any applicable Open Source Software license is solely between Customer and the applicable licensor of the Open Source Software and Customer shall comply with the applicable Open Source Software license.
Third Party Materials. zitURL Services may utilize third party software or source code, including without limitation Open Source Software (“Third Party Materials”). zitURL has no control over Third Party Materials. Accordingly, zitURL is not responsible or liable for any Third Party Materials. While zitURL has no obligation to monitor Third Party Materials, zitURL may remove or modify such Third Party Materials in its discretion, including without limitation to comply with Law. Customer agrees to comply with all terms and conditions and privacy policies related to any Third Party Materials.

Trademarks. zitURL grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use zitURL’s names, logos, designs, and other trademarks incorporated into the zitURL Services (“zitURL Marks”) during the Term and solely for the purposes of displaying such notice as part of the zitURL Services. Customer recognizes the validity of the zitURL Marks and zitURL’s ownership and title thereto. Any goodwill derived from the use of the zitURL Marks by Customer shall inure to the benefit zitURL. Customer will not challenge the zitURL Marks, or zitURL’s ownership and title thereto, or the USPTO application or registration thereof, either during or subsequent to the term of this Agreement. Customer shall execute such documents as may be reasonably requested by zitURL, or required by law, to establish zitURL’s sole and exclusive ownership and rights in the zitURL Marks, or to obtain registration thereof. Customer agrees to use the zitURL Marks consistent with zitURL’s Brand Assets it makes available at https://zitURL.com/pages/press, so as to protect and maintain the zitURL Marks and zitURL’s rights therein. To this end, zitURL shall have the right to revoke the license granted in this Section and/or to review and approve the manner of use of the zitURL Marks, and Customer agrees to modify the use of any zitURL Marks which do not meet zitURL’s standards. Notwithstanding the foregoing, Customer may not use any zitURL Marks in any manner implying any partnership with, sponsorship by, or endorsement by zitURL.

Customer Services, Content and Information

Customer Services. zitURL shall have no liability for any Customer product or service accessed through or making use of the zitURL Services or any end user, customer or Personnel’s use thereof (“Customer Service”). Customer shall not use the zitURL Services in any manner implying any partnership with, sponsorship by, or endorsement of the Customer Service by zitURL. Customer shall not suggest or imply that zitURL is the author of or otherwise responsible for the views or content of the Customer Service. The zitURL Services shall not be used in connection with any Prohibited Content, or any activities where the use or failure of the zitURL Services could lead to death, personal injury or property or environmental damage or adversely impact or impose liability on zitURL in any manner.

Customer Content. Customer hereby grants to zitURL an irrevocable, perpetual, non-exclusive, sublicensable, transferable, royalty-free, worldwide license, to use, copy, import, display, reproduce, perform, distribute, create derivative works, alter or modify all URLs and other information provided by Customer to zitURL (“Customer Content”) in connection with the provision, operation and promotion of the zitURL Services, creation of zitURL Link Metrics and for other business purposes. zitURL’s collection, use and sharing of personal information zitURL receives from Customer or third parties (including social media networks) is described zitURL’s Privacy Policy. As stated in our Privacy Policy, where permitted by law, if you register a zitURL Account with an email address on a domain owned by an organization, such as your employer, we may share your email address and information about your Account with our sales team and the business to explore the business’ interest in creating or managing an enterprise account or for related purposes.

Presentations and Warranties

Customer Content Warranties. Customer represents and warrants that Customer Content and all information on which the zitURL Link Metrics are based, and the receipt, collection, use and provision thereof, shall not infringe or violate any third party rights, including without limitation any intellectual property, privacy and publicity rights; (ii) the Customer Content, and any information on which the zitURL Link Metrics are based, was received, collected, used and provided to zitURL in compliance with all applicable laws, rules and regulations and self-regulatory guidelines and requirements, including without limitation laws on privacy and data security, unsolicited messaging, unfair or deceptive practices, or United States trade or export restrictions (“Laws”); (iii) it has obtained all necessary consents, approvals or other authorizations or permissions for, and has complied with its posted privacy policies and all third-party terms and conditions or privacy policies in connection with, its receipt, use and/or provision of the Customer Content and all information on which the zitURL Link Metrics are based; and (v) that none of the Customer Content or information or data on which the zitURL Link Metrics are based contains any personally identifiable information or persistent identifiers from individuals under the age of 13.

Further Customer Warranties. Customer further represents and warrants that

(i) it has implemented or contractually required industry-standard security measures to help protect the security and integrity of, and prevent, unauthorized access to the zitURL Services or zitURL Link Metrics, Customer Content and Customer Services;

(ii) it will not do anything that will make the zitURL Services subject to any open source or similar license which creates an obligation to grant any rights in the zitURL Services;

(iii) it will not disrupt, disable, erase, alter, harm, damage, interfere with or otherwise impair in any manner the zitURL Services or zitURL Link Metrics;

(iv) in the event of any security breach or unauthorized access to any zitURL Services, zitURL Link Metrics, Customer Content and Customer Services, Customer will immediately investigate such breach and notify zitURL in writing, and, unless otherwise notified by zitURL, take all corrective action necessary to remedy such breach and/or comply with applicable Law and the requirements of zitURL, all at Customer’s cost; and

(v) Customer, Customer’s use of the zitURL Services, the Customer Content and Customer Services will comply with all Laws and not violate or infringe upon any third party intellectual property, privacy or publicity rights.

zitURL DISCLAIMERS. zitURL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. zitURL DOES NOT WARRANT THAT: (I) THE zitURL SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) SHORTENED URLS, THE zitURL SERVICES AND zitURL LINK METRICS WILL BE ACCURATE, ERROR-FREE OR THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) THE zitURL SERVICES ARE SECURE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (IV) THE RESULTS OF USING THE zitURL SERVICES OR zitURL LINK METRICS WILL MEET CUSTOMER’S REQUIREMENTS OR ANY OF ITS OR ITS USERS’, PERSONNEL’S OR CUSTOMERS’ BUSINESS NEEDS; OR (V) THE zitURL SERVICES WILL BE UNINTERRUPTED OR THAT ANY INTERRUPTION WILL BE CORRECTED IN A TIMELY MANNER. CUSTOMERS USE OF THE zitURL SERVICES AND zitURL LINK METRICS IS SOLELY AT ITS OWN RISK. FURTHER, zitURL MAKES NO REPRESENTATIONS OR WARRANTIES AND SHALL ASSUME NO LIABILITY AMOUNTS OR INDEMNITY OBLIGATIONS WITH RESPECT TO ENSURING THAT CUSTOMER’S USE OF THE zitURL SERVICES AND zitURL LINK METRICS COMPLY WITH ANY LAWS OR REGULATIONS OUTSIDE THE UNITED STATES AND CUSTOMER SHALL BE SOLELY LIABLE FOR SUCH COMPLIANCE. zitURL SHALL BEAR NO RESPONSIBILITY FOR THIRD PARTY PRODUCTS OR SERVICES (E.G., OPEN SOURCE SOFTWARE, SOCIAL MEDIA PLATFORMS, THIRD PARTY MATERIALS OR FOR HOST OR APP STORE PROVIDERS). CUSTOMER RECOGNIZES THAT THE FIGURES CONTAINED IN THE zitURL LINK METRICS PRODUCED HEREUNDER ARE ESTIMATES AND MAY BE SUBJECT TO STATISTICAL ERROR. zitURL DOES NOT WARRANT THAT THE zitURL LINK METRICS WILL BE COMPLETELY CORRECT, ACCURATE, TIMELY OR OTHERWISE RELIABLE. zitURL HEREBY DISCLAIMS ANY LIABILITY FOR ANY USE OR RELIANCE ON THE zitURL LINK METRICS BY CUSTOMER AND THIRD PARTIES.

Indemnification and Responsibility

Customer Indemnification. Customer will defend, indemnify and hold harmless zitURL, its parents, subsidiaries, affiliates and their employees, officers, directors, representatives, contractors, customers, business partners, successors and assigns (“zitURL Indemnitees”) from and against any third party claims and actions, and resulting damages, liabilities and costs (including reasonable attorneys’ fees and expenses) incurred by zitURL Indemnitees arising out of or directly or indirectly related to (a) the Customer Content, Customer Services or any other Customer products and services; (b) Customer’s acts and omissions hereunder, breach of this Agreement, or violation of Laws; and/or (c) any allegation of intellectual property, privacy or publicity infringement concerning Customer Content or Customer Services. zitURL shall promptly notify Customer of any claim for which it seeks indemnification; provided, however, that any delay in providing notification shall not vitiate Customer’s indemnification obligations unless Customer is materially prejudiced thereby. Customer shall have sole control over the defense of any claim under this Section, except that zitURL may approve any counsel used by Customer and that zitURL may participate in the defense, at Customer’s cost. All settlements of indemnification claims require the consent of zitURL.

Limitation of Liability

LIABILITY LIMITATION. IN NO EVENT SHALL zitURL BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE zitURL SERVICES, zitURL LINK METRICS OR OTHERWISE HEREUNDER FOR ANY CLAIM RELATED TO (I) ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, COMPENSATORY, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); (II) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION); (III) ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE zitURL SERVICES; (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CUSTOMER CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH CUSTOMER’S USE OF THE zitURL SERVICES; (V) CUSTOMER’S FAILURE TO PROVIDE zitURL WITH ACCURATE ACCOUNT OR OTHER INFORMATION; (VI) ANY LIABILITY RESULTING FROM CUSTOMER’S FAILURE TO KEEP ITS PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL; (VII) CUSTOMER’S FAILURE TO ACCESS THE zitURL SERVICES DUE TO MALFUNCTION(S) IN EQUIPMENT, INFRASTRUCTURE, SYSTEM, OR THE NETWORK USED BY CUSTOMER; OR (VIII) AMOUNTS FOR ALL CLAIMS HEREUNDER IN THE AGGREGATE IN EXCESS OF $100.00.

Terms and Termination

Agreement Term. This Agreement shall commence on the date the Customer accepts this Agreement by creating an account or purchasing a paid service tier (“Effective Date”) and remain in effect for the duration of the term selected by Customer, unless otherwise terminated as permitted herein (“Initial Term”). If your paid account is set to automatically renew, please see section 2(B) above for the auto-renewal terms.
Right to Terminate. zitURL may terminate this Agreement immediately in its discretion. Upon expiration or termination of this Agreement, all applicable rights and access granted to Customer shall automatically terminate and Customer and its Personnel shall cease any further use of the zitURL Services and return, or, if directed by zitURL, destroy, all Confidential Information of zitURL. Any Section of this Agreement which by its nature would survive such expiration or termination shall so survive.

Miscellaneous

Publicity. Customer grants zitURL the right to use Customer’s logos or trademarks in marketing or publicity materials and on its website to identify Customer as a customer that uses the zitURL Services.
Contacting zitURL. If you have any questions about these Terms, please contact us at support(at)zitURL.com.