Terms of use

1. General terms
A. These Terms and Conditions are for the use of the Zooloot services. Hereafter referred to as Zooloot services as the same may be revised, improved, cancelled or otherwise changed (each feature individually and collectively referred to herein as the "Service") which are offered from time to time by Zooloot ("Zooloot", "us", "our" or "we") including, without limitation, the Service of providing Users with a barter trade service. Please read these Terms carefully. Our services are provided to individuals who have the legal capacity and the right to enter into these terms to use the services and are also provided to corporations, partnerships, societies, associations retailers and other entities that are authorized to enter into these terms and open and maintain a Zooloot account.

B. This Terms and Conditions Agreement ("Agreement") sets forth the terms and conditions that apply to the use of the Site by each end user thereof ("the User"). By using the Site (other than to read this Agreement for the first time), the User agrees to comply with all of the terms and conditions hereof. The right to use the Site is personal to the User and is not transferable to any other person or entity. The User shall be responsible for protecting the confidentiality of the User's username, password, hint question and answer and email at the time of entry into the Site.

C. By clicking "Sign-up", "Login"; or by submitting transaction information through the Service User agrees to the terms and conditions of this Agreement, the Zooloot Privacy Policy, and any documents incorporated by reference. User further agrees that this User Agreement forms a legally binding contract between User and Zooloot, and that this Agreement constitutes "a writing signed by User" under any applicable law or regulation. Any rights not expressly granted herein are reserved by Zooloot.

2. Nature of Agreement.
Our relationship with the User is governed by the following paragraphs along with all policies and disclaimers provided in the pages of Zooloot web site (the "Web Site") and any other addendums that we may enter into with the User from time to time such as the Merchant Addendum (collectively, the "Terms"). To the extent that there is any conflict between the following paragraphs and any policies or disclaimers on the Web Site, the following paragraphs shall prevail.

3. Changed Terms
Zooloot shall have the right at any time to change or modify the terms and conditions applicable to User's use of the Site, or any part thereof, or to impose new conditions, including, but not limited to, adding fees and charges for use. Such changes, modifications, additions, or deletions shall be effective immediately upon notice thereof, which may be given by posting an updated version of the Terms on the Web Site. User is responsible for regularly reviewing the Terms. Any use of the Site by User after such notice shall be deemed to constitute acceptance by User of such changes, modifications, or additions.

4. Equipment
User shall be responsible for obtaining and maintaining all computer hardware, and other equipment needed for access to and use of the Site and all charges related thereto.

5. User Conduct
As a condition of use of the Service, User agrees to:

a. use the Site for lawful purposes only. User shall not post or transmit through the Site any material that: violates or infringes in any way upon the rights of others; that is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable; that encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law; or that, without Zooloot's express prior approval, contains advertising or any solicitation with respect to products or services. Any conduct by a User that in Zooloot discretion restricts or inhibits any other User from using or enjoying the Site will not be permitted;

b. not use the Site to advertise or perform any commercial solicitation, including, but not limited to, the solicitation of users of the Site to become users of other on-line services competitive with the Site;

c. not directly or indirectly, either separately or as part of other service, agree to resell the Services;

d. not tamper, hack, modify, frame, "deep link" or otherwise bypass or attempt to bypass security, functionality, entry points or any other features of the Services or the Web Site;

e. abide by all applicable local, provincial, state, national and international laws and regulations;

f. not use the Service for any purpose otherwise prohibited by these Terms;

g. always deliver goods or services that User has agreed to deliver in exchange for the beneficial transfer of certificates to Users account; and

h. cooperate with Zooloot to investigate any suspected unlawful, fraudulent or improper activity.

6. Copyright and Other Intellectual Property Rights

A. The Site contains patented and copyrighted material, trademarks, and other proprietary and in some circumstances confidential information of Zooloot, including, but not limited to, text, software, photos, video, graphics, music, and sound, and the entire contents of the Site are copyrighted as a collective work under the Canadian and United States copyright laws. Zooloot owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. User may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. User may download copyrighted material for User's personal use only. Except as otherwise expressly permitted under copyright law, no copying, redistribution, retransmission, publication, or commercial exploitation of downloaded material will be permitted without the express permission of Zooloot and the copyright owner. In the event of any permitted copying, redistribution, or publication of copyrighted material, no changes in or deletion of author attribution, trademark legend, or copyright notice shall be made. User acknowledges that it does not acquire any ownership rights by downloading copyrighted material.

B. User shall not upload, post, or otherwise make available on the Site any material protected by copyright, trademark, or other proprietary right without the express permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any material is not protected by copyright rests with User. User shall be solely liable for any damage resulting from any infringement of copyrights, proprietary rights, or any other harm resulting from such a submission. By submitting material to any public area of the Site, User automatically grants, or warrants that the owner of such material has expressly granted, Zooloot the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material (in whole or in part) worldwide and/or to incorporate it in 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 material. User also permits any other User to access, view, store, or reproduce the material for that User's personal use. User hereby grants Zooloot the right to edit, copy, publish, and distribute any material made available on the Site by User.

C. The foregoing provisions of Section 6 are for the benefit of Zooloot, its subsidiaries, affiliates, and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

7. Password and Security
To open an account with Zooloot, User must complete the sign-up process by providing us with alias username, password, hint question and answer as prompted by the sign-up form. User is responsible for maintaining the confidentiality of Users username, password and hint question and answer. Furthermore, User is responsible for any and all activities, acts or omissions that occur in relation to Users Zooloot account, including the content of Users transmissions through the Service. User agrees to notify us immediately of any unauthorized use of Users account or any other breach of security. We will act on any instructions to transfer certificates received using Users password unless we are notified in the manner set out in these Terms that Users account has been compromised. We can only act on instructions that we actually receive which means that it is Users responsibility to ensure that Users Internet connection or any other method that User uses to connect to the Service has transmitted instructions to us.

8. Nature of the Services.
Zooloot is not in any way a cash service, banking, insurance company, financial service or similar. The user understands that when using Zooloot and wants to buy credits for the sole purpose of facilitating the exchanging of goods and services for other goods or services, that they are agreeing to exchange without obligation "barter/certifates" hereafter referred to as credits which may or may not be accepted in exchange for goods or services rendered at that time or at a later time.

ZOOLOOT CREDITS CAN BE PURCHASED AT SAME CURRENCY FACE VALUE BUT MUST BE USED FOR THE SOLE PURPOSE TO FACILITATE THE EXCHANGING OF GOODS OR SERVICES FOR OTHER GOODS OR SERVICES. ZOOLOOT CREDITS MUST STRICKTLY BE USED TO EXCHANGE OR BARTER GOODS OR SERVICES FOR OTHER GOODS OR SERVICES ONLY. ZOOLOOT DOES NOT PROVIDE A CASH FOR CREDITS SERVICE IN ANY FORM. WE CANNOT FACILITATE THE EXCHANGE OF CREDITS FOR CASH OR ANY MONETARY VALVE IN ANY WAY.

When credits are transferred to Users Zooloot account they are held in a pooled trust account (the "Pooled Trust Account") held for the Users benefit. All credits in the Pooled Trust Account are held by the Holder for the benefit of the Zooloot Users to facilitate the exchange of goods and services ONLY. We do not at any time take possession of or have any legal, beneficial or other rights in or to credits held in the Pooled Trust Account unless section 10 becomes effective. We are not a bank or any financial institution and we do not provide banking services. Our Services are comprised solely of electronically recording the beneficial holders of 'barter credits' in the Pooled Trust Account, which includes recording transfers of beneficial interests between accounts and recording withdrawals of credits from the Pooled Trust Account as directed by the User. User hereby authorizes us to record the beneficial holders of credits in the Pooled Trust Account and hereby accept our records as final in determining the beneficial holders of credits in the Pooled Trust Account. User shall not under any circumstance transfer Users beneficial interest in credits in the Pooled Trust Account other than through our Services. We are not responsible for any errors or omissions of the Holder with respect to the Pooled Trust Account.

9. International trading of credits.
The User may at there own discretion in conjunction with Zooloot, trade there barter credits for international good or services if such a buyer agrees to enter a barter trade with the User. Credits may also be offered to Zooloot in exchange goods and services and Zooloot reserve the right redeem credits in any credit named currency in accordance with 8 above.

10. Dormant Accounts.
Should a User account remain dormant (dormant is an account not used for a period of one year) and has not been used, accessed for a period of one year the account automatically will be suspended. Any credits remaining in the account will be moved to a Holding Account and must be claimed within a one year period. All claims thereafter must be submitted in writing with proof of ownership provided before credits can be reissued to a User.

11. Credit exchanges.
Zooloot only provides a mechanism to securely transfer credits from one user to another user. We exercise no control over the quality, safety or legality of the products or services offered by the Third Parties. We do not at any time verify the identity of any Third Party. In the event that a dispute arises between User and a Third Party, User and the Third Party shall between themselves be solely responsible for and User hereby releases us from any and all losses, 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 activities. Under no circumstances shall we be liable in any way. The nature of the Service does not allow transfer of certificates between accounts to be reversed.

12. Cleared and Uncleared Credits.
When User notifies us of a credits purchase before we receive notification/ confirmation from his financial institution then credits shall be "uncleared" and not confirmed. When notification of the credits purchase is received from Users financial institution then the same credits shall be deemed to be "cleared". Notification from Users financial institution generally takes at least one business day. Uncleared credits can be "recalled" by us if notification from Users financial institution is not received within time periods that we determine from time to time. IF USER ACCEPTS UNCLEARED CREDITS FROM A THIRD PARTY HE IS TAKING A RISK THAT ACTUAL CREDITS WILL NOT BE DEPOSITED INTO THE POOLED TRUST ACCOUNT, RESULTING IN THE UNCLEARED CREDITS BEING RECALLED. THIS RISK IS SOLELY BORNE BY THE USER. ZOOLOOT SHALL NOT IN ANY WAY WHATSOEVER BE RESPONSIBLE OR LIABLE TO USER IF UNCLEARED CREDITS ARE RECALLED. If User is not prepared to accept this risk then he should not accept uncleared credits from a Third Party as settlement of credits owing to User.

13. Third Party Reliance.
User acknowledges that there are a number of factors outside of the control of Zooloot that affect the timing of when credits are transferred into and out of the Pooled Trust Account, such as internal rules of Users financial institution regarding the transfer of credits. We make no representations or warranties regarding these factors outside of the control of Zooloot and the User agrees that we shall not be liable for any actions taken or which are not taken by third parties including Users financial institution, nor shall we be liable for any actual or consequential damages relating to the same.

14. Security and Privacy.
It is our policy to respect the privacy of Zooloot customers. We will not monitor, edit, or disclose any information about User or use of the Service without Users prior permission unless we have a good faith belief that such action is necessary to:

a. conform to legal requirements or comply with legal process;

b. protect and defend the rights or property of Zooloot;

c. enforce the Terms; or

d. act to protect the interests of Zooloot holders or others. We have no obligation to monitor the Service or use thereof or retain the content of any Users session. We reserve the right at all times, however, to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process, financial institution process or governmental request. Also, any initial, large or unusual transactions occurring using the Service, including transactions involving multiple accounts and multiple banks, may be subject to reporting to source and/or destination Financial Institutions. User agrees that we may access Users information for the reasons as stated above, to provide the Service or to respond to service, operational or technical issues. We have no obligation to store information, including historical information relating to Users account, and we have the right to delete historical information at such times as we determine in our sole discretion.

15. Links.
The links included within the Web Site may cause User to leave the Web Site in order to gain access to other web sites ("Linked Sites"). The Linked Sites are not under the control of Zooloot and we are not responsible for the content of any Linked Site or any link contained in a Linked Site, or any changes or updates to such sites. We provide these links to User only as a convenience. We may amend, add or delete links on the Web Site as we determine in our sole discretion. The inclusion of any link in our Web Site or any link on a third party's web site to our Web Site does not imply endorsement by us nor does it imply any association with their operators.

16. Disclaimer of Warranty, Limitation of Liability
ZOOLOOT MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, OR ACCURACY OF THE SERVICE OR THE WEB SITE FOR ANY PURPOSE. THE SERVICE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. ZOOLOOT HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES AND REPRESENTATIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. Without limiting the generality of the foregoing User acknowledges and agrees that Zooloot:

a. does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, or the servers that makes it available, are free of viruses or other harmful components;

b. does not represent or warrant that the use or the results of the use of the Service will be correct, accurate, timely, or otherwise reliable;

c. shall not be responsible for unauthorized access to or alteration of Users transmissions or data, any material or data sent or received or not sent or received, or any transactions entered into through the Service;

d. shall not be responsible for any loss due to transfers to unintended users due to the input by User of incorrect information or for transfer of incorrect amounts; and

e. cannot verify the identity of Users which is Users sole obligation in any transaction.

IN NO EVENT SHALL ZOOLOOT BE LIABLE FOR ANY DIRECT DAMAGES (UNLESS CAUSED BY THE INTENTIONAL MISCONDUCT OF ZOOLOOT) OR INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR ANY OTHER DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE OR DATA, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SERVICE OR THE WEB SITE, WITH THE DELAY OR INABILITY TO USE THE SERVICE OR WEB SITE, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THE SERVICE, OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

IN NO EVENT SHALL THE TOTAL LIABILITY OF ZOOLOOT TO USER FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION EXCEED US$1,000.00.

IN NO EVENT SHALL ZOOLOOT BE LIABLE FOR ANY ACT OR OMISSION OF ANY THIRD PARTY INCLUDING, WITHOUT LIMITATION, ANY OF ITS SUPPLIERS OR ANY OTHER USERS OF THE SERVICE, OR FOR ANY CIRCUMSTANCE BEYOND THE REASONABLE CONTROL OF ZOOLOOT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY BE LIMITED BY LAW IN USERS JURISDICTION TO THE EXTENT THAT SUCH LAWS APPLY TO THESE TERMS.

17. Indemnification
User agrees to defend, indemnify and hold harmless Zooloot, its affiliates and their respective directors, officers, shareholders, employees and agents harmless from any loss, claim, expenses, demand, or damage (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, including attorneys" fees asserted by any Third Party due to or arising out of the use of Zooloot by User or due to any transactions or activities that User otherwise engages in with any Third Party.

18. Termination
Either Zooloot or User may terminate this Agreement and Users access to any part or all of the Service and any related service(s) at any time.

a. in the event of any breach or anticipated breach of any of these Terms, all as determined by us in our sole discretion which may include, without limitation, taking action based upon complaints from other users of the Service, with such termination effective immediately;

b. without limiting the foregoing, Zooloot shall have the right to immediately terminate any passwords or accounts of User in the event of any conduct by User which Zooloot, in its sole discretion, considers to be unacceptable, or

c. at any time, without cause, upon 30 days notice to User. Upon the effective date of the termination of the Service, Users right to use the Service immediately ceases. Any credits in the Pooled Trust Account held for User benefit shall be made available to User within a reasonable period of time after such termination subject to Zooloot having the right to setoff against such credits any amount owing or potentially owing by User to Zooloot. Credits may also be held if any Third Party has delivered any notice of a claim to us.

d. paragraphs 6,8,9,11,13,14,17,18,19, 20, 21, 22, 23 and 24 shall survive the termination or expiry of these Terms.

19. Suspension of Service
Zooloot has the right at any time to suspend the Services generally or with respect to any particular User for any reason whatsoever as determined in our sole discretion. This includes the right to suspend any transfers of credits out of Users account on the basis of any claim made by a Third Party.

20. No Endorsements
No endorsement or approval of any Third Parties or their advice, opinions, information, products or services is expressed or implied by any Service or the Web Site including, without limitation, there being no endorsement or approval of any merchant or other Third Party that accepts payments from Users account

21. Jurisdiction
This Web Site and the provision of the Services are provided by Zooloot from its offices in Poland. The Web Site and the Services will by governed by and constructed in accordance with the laws of the Slaskie and the laws of Poland applicable therein, without giving effect to any principles of conflict of laws. All disputes, controversies or claims arising out of or in connection with the Web Site or the Services shall be submitted to and be subject to the durisdiction of the courts of the Poland. User submits and attorn to the exclusive jurisdiction of the courts of the Poland to finally adjudicate or determine any suit, action or proceeding arising our of or in connection with the Web Site or the Services.

22. Communications
USER MESSAGE CENTER IS THE ONLY MEANS WE HAVE TO CONTACT USER. User is responsible for checking Users message center on a regular basis. To the fullest extent permitted any communications or notifications with respect to these Terms, Users account or the Services may be provided from User in writing or electronically (which includes, without limitation, by email, fax or by posting notice on the Web Site). We shall only be deemed to have received a communication from User if and when it is actually received by us at any of the following:

Email: service@zooloot.com).

23. Assignability
User shall not transfer any rights or obligations he has under these Terms without the prior written consent of Zooloot. We may assign any right or obligation under these Terms without Users consent.

24. General
User agrees that no joint venture, partnership, employment, or agency relationship exists between User and Zooloot as a result of these Terms or use of the Service and Zooloot has no fiduciary or trust obligation to User. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, the remainder of the Terms shall continue in full force and effect. Unless otherwise specified herein, these Terms constitute the entire agreement between User and Zooloot with respect to the Service and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between User and Zooloot with respect to the Service. The paragraph titles in the Terms are solely used for the convenience of the parties and have no legal or contractual significance. It is the express will of the parties that this agreement and all related documents have been drawn up in English.

25. Fees
User shall pay to Zooloot the fees as set forth in our fee schedule (the "Fees"). We reserve the right to change the fees in the same way that the Terms can be revised and amended from time to time. The Fees do not include any applicable taxes, including without limitation goods and services tax which are payable in addition to the fees.