Terms of Service

These terms of service (“Terms of Service” or “Terms”) are a binding agreement between you and Piggyback Inc. (“Zipcan,” “we,” or “us”) that governs your use of our plug-and-play video chat solution for web-based platforms (including all related documentation, the “Software”). Please note that additional, separate terms may apply to the Software or our other services. 

THESE TERMS INCLUDE A CLASS ACTION WAIVER AND AN ARBITRATION PROVISION THAT GOVERNS ANY DISPUTES BETWEEN YOU AND ZIPCAN.

  1. Delivery, Acceptance, and Term. The Software is deemed to be delivered and accepted by you on the date Zipcan makes the Software available for your download or installation (“Acceptance Date”).  The term of these Terms of Service shall commence on the Acceptance Date and will remain in effect until terminated in accordance with these Terms (the “Term”). If the Software is licensed to you on a subscription basis, the Acceptance Date is also the start date of your subscription, and your subscription shall automatically renew unless and until terminated in accordance with these Terms of Service. You agree to be bound by these Terms of Service throughout the Term. You must be of legal age and capacity to form a binding contract in order to accept these Terms of Service. If you are accessing the Software on behalf of a company or other legal entity (“Entity”), you represent and agree that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms of Service. If you do not have the authority to enter into, or you do not agree with, these Terms, do not use the Software and disable and uninstall it immediately.
  2. License Grant. Subject to these Terms of Service, Zipcan grants you a limited, non-exclusive, nontransferable, non-sublicensable, revocable license during the Term to access, download, install, and use the Software for internal business purposes in order to provide video meetings to your End Users (defined below) within Zipcan’s or your web-based platform. You acknowledge and agree that the Software is provided under license, and not sold, to you. Nothing in these Terms is intended to, or may be construed as, conferring by implication, estoppel or otherwise any ownership, license or other grant of right to any copyright, trademark, or other intellectual property of Zipcan or any third party, except as expressly provided in these Terms.  Zipcan reserves all rights not expressly granted in these Terms. 
  3. Registration. You may be required to provide information about yourself in order to register for and/or use the Software. You agree that any such information shall be accurate. You may also be asked to choose a username and password. You are entirely responsible for maintaining the security of your username and password and agree not to disclose such to any third party.
  4. Your Responsibility for End User Compliance. You may allow individual users, including your employees, contractors, or agents, as well as your video meeting participants (in each case, an “End User”) to access, download, install or use the Software in your web-based platform. You will: (a) be solely responsible for the activities of all of your End Users who access or use the Software through your license granted herein; (b) ensure that all End Users comply with these Terms of Service and any Zipcan policies; (c) be responsible for the accuracy and legality of any data, including Personal Information (as defined in our Privacy Notice), which is input to the Software by any and all End Users associated with you; (d) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Zipcan promptly of any unauthorized access or use; (e) use the Software only in accordance with these Terms, our Software documentation, and all applicable law; and (f) comply with the terms of service of any third-party software with which you use the Software. You are liable for any breach of these Terms of Service by your End Users. Under no circumstances will Zipcan be liable in any way for any data or other content viewed while using the Software, including, but not limited to, any errors or omissions in any such data or content, or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to any data or content. Zipcan assumes no responsibility or liability for the activities or violations of your End Users. If you become aware of any violation of these Terms in connection with use of the Software by any person, please contact Zipcan at notices@zipcan.com. Zipcan may investigate any complaints and violations that come to its attention and may take any (or no) action that it believes is appropriate, including without limitation issuing warnings, removing the content or terminating accounts and/or profiles.
  5. Recordings. You are responsible for compliance with all recording laws. You or your End User may have the option to record video chats using the Software. By using the Software, you are giving Zipcan consent to store recordings of any or all Zipcan video meetings that you join, if such recordings are stored in our systems. You will receive a notification (visual or otherwise) when recording is enabled. If you do not consent to being recorded, you can choose to leave the video meeting.
  6. Internal Business Purposes Only. Unless otherwise authorized by these Terms of Service or expressly agreed to otherwise in writing by Zipcan, you may not use the Software in any manner where you provide any outsourced business process services on behalf of a third party (other than your affiliates). Accordingly, you agree not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Software to any third party, other than your End Users in furtherance of your internal business purposes as expressly permitted herein, unless expressly agreed to otherwise in writing by Zipcan. Without limiting the foregoing, your right to access and use the Software is also subject to the restrictions and policies implemented by Zipcan from time to time.
  7. Acceptable Use. To ensure the Software is used safely and appropriately, you agree, represent and warrant that you and your End Users will not
    1. download, install or use the Software on any devices on which you do not have permission to operate the Software, or on which the Software cannot be legally and rightfully operated;
    2. use the Software in high risk or hazardous environments requiring fail-safe controls, including without limitation operation of nuclear facilities, aircraft navigation/communication systems, air traffic control, industrial, military or medical environments or systems, or life support or weapons systems;
    3. use the software in connection with any activity that is abusive, harmful, threatening, harassing, defamatory, bullying, malicious, discriminatory, deceptive, misleading, unethical, unlawful, or which violates another person’s privacy rights, or which is otherwise objectionable;  
    4. modify, translate, adapt, or otherwise create derivative works or improvements of the Software;
    5. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or any part thereof;
    6. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Software; 
    7. remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Software, including any copy thereof; or
    8. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, or any features or functionality of the Software, to any unauthorized third party.
  8. Privacy. Zipcan processes and uses Personal Information to deliver, analyze, support and improve the Software, and for other purposes as permitted in these Terms of Service and our Privacy Notice and website Terms of Use (incorporated herein by reference). The Software runs video session content through Zipcan servers located and maintained in the United States. If you use the Software from outside of the United States, Personal Information we collect about you and your End Users will be transferred to our servers in the United States and maintained there indefinitely. We may share Personal Information with our service providers and third parties consistent with our Privacy Notice in order to assist in providing and improving the Software. Zipcan will maintain appropriate administrative, physical and technical safeguards, which are designed to protect the security, confidentiality and integrity of Personal Information processed by Zipcan. By downloading, installing, accessing, using, and providing information to or through this Software, you acknowledge that you have read and agree to our Privacy Notice and website Terms of Use, and you consent to all actions taken by Zipcan with respect to your and your End Users’ Personal Information in compliance with the Privacy Notice. Please see our Privacy Notice for additional information about Zipcan privacy and data security practices.  
  9. Zipcan Content. The Software may provide you or your End Users with access to our website located at www.zipcan.com or other websites owned or operated by us (collectively, the “Site”), products and services accessible on the Site, and certain features, functionality, and content accessible on or through the Software may be hosted on the Site (collectively, “Zipcan Content”). Access to and use of Zipcan Content by you and your End Users is governed by our Privacy Notice and Terms of Use and any conditions for access we may require, such as registration with the Site. Any violation of our Terms of Use is also a violation of these Terms. Failure to comply with the Terms of Use, Privacy Notice, or conditions for access may restrict you or your End Users from accessing or using certain of the Software’s features and functionality. 
  10. Your Content. You agree that you are solely responsible for the content sent or transmitted by you or displayed or uploaded by you in using the Software (“Your Content”) and for compliance with all applicable laws pertaining to Your Content, including, but not limited to, applicable laws requiring you to obtain the consent of a third party to use Your Content and to provide appropriate notices of third-party rights. You represent and warrant that you have the right to upload Your Content to Zipcan and that such use does not violate or infringe on any rights of any third party. Under no circumstances will Zipcan be liable in any way for any (a) of Your Content that is transmitted or viewed while using the Software, (b) errors or omissions in Your Content, or (c) loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Your Content. Although Zipcan is not responsible for any of Your Content, we may delete any of Your Content at any time without notice to you, if we become aware that it violates any provision of these Terms of Service or any law. You retain copyright and any other rights you already hold in Your Content which you submit, post or display on or through, the Software.
  11. Intended Use; Use by Children Restricted. The Software is intended for business use. If you use the Software for another purpose, you do so at your own risk and subject to these Terms of Service. The Software is not intended for children under the age of 16, and Zipcan does not knowingly permit registration or use of the Software by children under the age of 16 without consent from a parent or guardian. You are solely responsible for collecting legally adequate parent or guardian consent for any End User under age 16.
  12. Updates. From time to time Zipcan may, in our sole discretion, develop and provide Software updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. You agree that Zipcan has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. You agree to promptly download and install all Updates and acknowledge and agree that the Software or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Software and are subject to these Terms of Service. 
  13. End User Feedback. From time to time you or your End Users may submit comments and suggestions regarding the Software to Zipcan, including, without limitation, improvements, enhancements, and modifications of the Software (“Feedback”). You, on behalf of yourself and your End Users, hereby assign to Zipcan all right, title and interest to all such Feedback and all property rights in the Feedback, including all copyright, patent, trade secret, trademark and other intellectual property rights. You agree not to give, or permit your End User to give, Zipcan any Feedback that you have reason to believe is subject to any intellectual property claim or right of any third party, or subject to license terms that seek to require Zipcan to license the Software to any third party.
  14. Beta, Free and Trial Use Offerings; Free or Trial Subscriptions. Zipcan may, in its sole discretion, make beta, free and/or trial offerings of the Software available to you. In addition to these Terms of Service, special terms apply to beta, free, and trial offerings, including: 
    1. Beta Versions. Zipcan may make versions of the Software available prior to their release to the general public, for testing and evaluation purposes (“Beta Versions”). Beta Versions of the Software are subject in all respects to these Terms of Service, except that Zipcan may discontinue the Software or your ability to use a Beta Version at any time, with or without notice to you and without further obligation to you. Beta Versions may contain bugs, errors, or other issues, and therefore may not be used in your production environment(s) unless otherwise permitted by us in writing. You agree to notify Zipcan of all comments or suggestions about any Beta Version, including without limitation any problems and ideas for improvements, which come to your attention during your use of the Beta Version. By permitting you to access, download, install or use a Beta Version, Zipcan does not grant any additional right to you under any copyrights, patents, trademarks or trade secret information. 
    2. Free or Trial Use. If Zipcan makes the Software, or a demonstration version of the Software, available to you on a free or trial basis, it is so that you can use or observe a demonstration version of the Software to determine if the Software meets your needs before purchasing a license to use the Software as described herein. Free and trial use of the Software is subject in all respects to these Terms of Service, except that Zipcan may discontinue the Software or your ability to use the Software or demonstration of the Software at any time, with or without notice or further obligation to you. If we provide you access to generally available Software for limited, temporary trial use, your use is permitted for the period limited by the license key or by us in writing. If there is no period identified, any free or trial use will expire thirty (30) days after the Software is made available to you. If you fail to stop using the Software by the end of the trial period, you will be invoiced for the list price of the Software.
    3. Disclaimer of Warranty. Beta, free, and trial offerings are provided “AS-IS” without support or any express or implied warranty or indemnity for any problems or issues, and Zipcan will not have any liability relating to your use of the Software. 
  15. Third-Party Materials. The Software may comprise, include, display, link to, or otherwise access or make available third-party content (including third-party software code, data, information, Software, and other products, services, and/or materials) or provide links to third-party websites or services (“Third-Party Materials”). You acknowledge and agree that Zipcan is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Zipcan does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you and your End Users access and use them entirely at their own risk and subject to such third parties’ terms and conditions. You acknowledge that you are responsible for obtaining all appropriate licenses for use of any third-party operating system or Software.
  16. Third-Party Products. If you use the Software in conjunction with third-party products, you are responsible for complying with the third-party providers’ terms and conditions and privacy notices, and all such use is at your risk. Zipcan does not provide support or guarantee ongoing integration support for products that are not a native part of the Software.
  17. Deactivation. Zipcan reserves the right to deactivate, blacklist, disallow, cancel, or discontinue your use of the Software if Zipcan determines, in its sole discretion, that the Software has been misused, or for the purpose of enforcing these Terms of Service, our Privacy Notice, our website Terms of Use, or for any other reason which Zipcan, in its sole discretion, deems necessary to preserve its intellectual property and/or commercial rights. In any such instance, Zipcan is not obligated to provide refunds, compensation or replacement of the Software or any portion thereof. 
  18. Termination. You may terminate these Terms upon thirty (30) days’ written notice to Zipcan. Zipcan may terminate these Terms upon thirty (30) days’ written notice to you, or at any time without notice if we cease to support the Software, which we may do in our sole discretion. In addition, these Terms will terminate immediately and automatically without any notice if you or your End Users violate any of the terms and conditions herein. Upon termination, all rights granted to you hereunder will also terminate; you must cease all use of the Software, cause all copies of the Software to be deleted or uninstalled from your End Users’ devices, and return or destroy any accompanying documentation in your possession or control. Termination will not limit any of Zipcan’s rights or remedies at law or in equity.
  19. Export Restriction; U.S. Government Rights. You acknowledge that the Software, or portion thereof, may be subject to the export control laws of the United States and other applicable country export control and trade sanctions laws (“Export Control Laws”). You and your End Users may not access, use, export, re-export, divert, transfer or disclose any portion of the Software or any related technical information or materials, directly or indirectly, in violation of any applicable Export Control Laws. You represent and warrant that (a) You and your End Users are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions and that you and your End Users will not access or use the Software, or export, re-export, divert, or transfer the Software, in or to such countries or territories; (b) You and your End Users are not identified on any U.S. government restricted party lists; and that (c) none of Your Content created or submitted by you or your End Users is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You are solely responsible for complying with the Export Control Laws and monitoring them for any modifications. The Software is commercial computer software, as such term is defined in 48 C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Software as are granted to all End Users under license, in accordance with 48 C.F.R. §12.212, with respect to all other US Government licensees and their contractors.
  20. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED “AS IS” WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ZIPCAN, ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, ZIPCAN PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, SOFTWARES, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. 
  21. Limitations and Exclusions of Liability. To the fullest extent permitted by law, in no event will Zipcan or our affiliates, licensors or service providers be liable for the following, regardless of the theory of liability or whether relating to or arising out of these Terms of Service, the Software, your subscription, or otherwise, even if a party has been advised of the possibility of such damages: (a) you or your End Users’ inability to use the Software; (b) loss or corruption of data or interrupted or loss of business; (c) cost of substitute goods or services; (d) personal injury or property damage; (e) loss of revenue, profits, goodwill or anticipated sales or savings; or (f) indirect, incidental, exemplary, special or consequential damages. All liability of Zipcan, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to you, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed, in the aggregate, the total fees attributable to the twelve (12) month period before the initial claim and paid by you. This limitation of liability for Software is cumulative and not per incident. Nothing in these Terms limits or excludes any liability that cannot be limited or excluded under applicable law.
  22. Indemnification. You agree to indemnify, defend, and hold harmless Zipcan and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your or your End Users’ use or misuse of the Software or your breach of these Terms of Service.
  23. Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE SOFTWARE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OTHERWISE SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
  24. Waiver of Class Action. YOU HEREBY WAIVE, ON BEHALF OF YOURSELF AND YOUR END USERS, ANY RIGHT TO COMMENCE OR PARTICIPATE IN ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND AGAINST ZIPCAN RELATED TO ANY CLAIM, DISPUTE OR CONTROVERSY, AND, WHERE APPLICABLE, YOU HEREBY AGREE TO OPT OUT OF ANY CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING AGAINST ZIPCAN OTHERWISE COMMENCED.
  25. Governing Law. These Terms of Service are governed by and construed in accordance with the internal laws of the State of Oregon without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these Terms or the Software shall be instituted exclusively in the federal courts of the United States or the courts located in Multnomah County, Oregon. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. 
  26. Geographic Restrictions. The Software and Zipcan Content are based in the State of Oregon in the United States. You acknowledge that you may not be able to access portions or certain features of the Software and Zipcan Content outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you or your End Users access the Software and Zipcan Content from outside the United States, you are responsible for compliance with local laws.
  27. Modifications to Terms of Service. Zipcan reserves the right to modify these Terms of Service at any time, effective upon posting.  You can tell when changes have been made to these Terms by referring to the “Effective Date” legend on top of this page.  Zipcan will provide you with advance notice of a major change.  For example, Zipcan may (a) require that you reaccept the updated version of these Terms, (b) send you an electronic notification advising of the update to these Terms, or (c) include a notice on our Software.  Zipcan does not ordinarily provide advance notice of a minor change. You or your End Users’ continued use of the Software after these Terms have been updated (and after advance notice for a major change) indicates your agreement and acceptance of the updated version of these Terms.

Miscellaneous. If any provision of these Terms of Service is held invalid or unenforceable under applicable law, that portion shall be construed in a manner consistent with applicable law to accomplish, as nearly as possible, the objective thereof, or severed from the document if and solely to the limited extent such construction is not possible, and the remaining portion of these Terms shall remain in full force and effect. These Terms of Service, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Zipcan’s prior written consent. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. No joint venture, partnership, employment or agency relationship exists between you and Zipcan as a result of these Terms or your End Users’ use of the Software. Zipcan’s failure to enforce any provision of these Terms of Service will not be deemed a waiver of that or any other provision of these Terms.