| 1. Definitions "Zhibit.biz" is the interactive online service operated by Zhibit LLC, a limited liability company formed in accordance with the laws of Delaware, on the World Wide Web of the Internet, consisting of information services and content provided by Zhibit LLC, affiliates of Zhibit LLC, Subscribers of Zhibit.biz and other third parties. "Subscriber" means each person who establishes or accesses a connection ("Account") for access to and use of Zhibit.biz. 2. General (A) This Agreement sets forth the terms and conditions that apply to use of Zhibit.biz by Subscriber. By using Zhibit.biz (other than to read this Agreement for the first time), Subscriber agrees to comply with all of the terms and conditions hereof. The right to use Zhibit.biz is personal to Subscriber and is not transferable to any other person or entity. Subscriber is responsible for all use of Subscriber's Account (under any screen name or password) and for ensuring that all use of Subscriber's Account complies fully with the provisions of this Agreement. Subscriber shall be responsible for protecting the confidentiality of Subscriber's password(s), if any. (B) Subscriber is solely responsible for Subscriber's use of Zhibit.biz and Subscriber does so at Subscriber's own risk. Subscriber represents that Subscriber is 13 years of age or older and, if Subscriber is under the age of 18, that Subscriber is either an emancipated minor, or have obtained the legal consent of Subscriber's parent or legal guardian to enter into this Agreement, submit content, participate on Zhibit.biz, and fulfill the obligations set forth in this Agreement, which forms a binding contract between Subscriber and Zhibit LLC. (C) Zhibit LLC shall have the right with or without notice at any time and without any liability to you to modify, suspend or discontinue any aspect or feature of Zhibit.biz, including, but not limited to, function, content, hours of availability, and equipment needed for access or use. 3. Change of Terms Zhibit LLC shall have the right at any time to change or modify the terms and conditions applicable to Subscriber's use of Zhibit.biz, 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 means including, but not limited to, posting on Zhibit.biz, or by electronic or conventional mail, or by any other means by which Subscriber obtains notice thereof. Any use of Zhibit.biz by Subscriber after such notice shall be deemed to constitute acceptance by Subscriber of such changes, modifications or additions. 4. Equipment Subscriber shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of Zhibit.biz and all charges related thereto. 5. Subscriber Conduct (A) Subscriber shall use Zhibit.biz for lawful purposes only. Subscriber shall not post or transmit through Zhibit.biz any material which violates or infringes in any way upon the rights of others, which is unlawful, threatening, abusive, libelous, slanderous, defamatory, invasive of privacy or publicity rights, which includes pornographic material or references to it, vulgar, obscene, racial, hateful, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law. Subscriber has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation the CAN-SPAM Act of 2003 and any relevant data protection or privacy laws) in Subscriber's performance of any acts hereunder. Any conduct by a Subscriber that in Zhibit LLC's discretion restricts or inhibits any other Subscriber from using or enjoying Zhibit.biz will not be permitted. (B) Subscriber shall not use Zhibit.biz to advertise any products or services competitive with Zhibit.biz or Zhibit LLC, including, but not limited to, the solicitation of other Subscribers to subscribe to other online information services. Subscriber, without Zhibit LLC's express prior approval, shall not use Zhibit.biz to advertise or perform any commercial solicitation, nor shall Subscriber post or transmit through Zhibit.biz any material which contains advertising or any solicitation with respect to products or services other than for the advertisement of or solicitation to buy Subscriber's own products or services displayed on and available for purchase through Zhibit.biz. (C) Zhibit.biz contains copyrighted material, trademarks and other proprietary information, including, but not limited to, text, software, photos, video, graphics, music and sound, and the entire contents of Zhibit.biz are copyrighted as a collective work under the United States copyright laws. Zhibit LLC owns a copyright in the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it. Subscriber 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, in which Subscriber does not explicitly own a copyright. Subscriber may download copyrighted material for Subscriber'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 Zhibit LLC 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. Subscriber acknowledges that it does not acquire any ownership rights by downloading copyrighted material. (D) Subscriber shall not upload, post or otherwise make available on Zhibit.biz 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 Subscriber. Subscriber 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 Zhibit.biz, Subscriber automatically grants, or warrants that the owner of such material has expressly granted Zhibit LLC the royalty-free, non-exclusive right and license to use, reproduce, modify, adapt, edit, aggregate, compile, publish, translate and distribute such material (in whole or in part) worldwide through Zhibit.biz, or elsewhere on the World Wide Web of the Internet for the purpose of promoting Subscriber or the services of Zhibit.biz, for the full term of any copyright that may exist in such material. Subscriber also permits any other Subscriber to access, view, store or reproduce the material for that Subscriber's personal use. Subscriber hereby grants Zhibit LLC the right to edit, copy, publish and distribute any material made available on Zhibit.biz by Subscriber. Subscriber may end this license by deleting Subscriber's material from Zhibit.biz. Upon removal of the material by Subscriber, Zhibit LLC shall immediately cease all future use of the removed material, including its publication on Zhibit.biz. Zhibit LLC shall not be held responsible for removing copies of the material that are not under Zhibit LLC's immediate control, whether or not created as a result of actions taken by Zhibit LLC. (E) Subscriber acknowledges that Zhibit LLC owns all right, title and interest, in and to Zhibit.biz, including without limitation all rights existing from time to time under patent law, copyright law, semiconductor chip protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide. Subscriber will not acquire any right, title, or interest in or to Zhibit.biz except as expressly set forth in this Agreement. Subscriber shall not, nor assist any person in any attempt to, copy, reproduce, modify, translate, adapt, edit, decipher, decompile, disassemble or reverse engineer any software comprising or relating to Zhibit.biz. Subscriber shall not engage, nor assist any person, in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, Zhibit.biz, including, without limitation, the use of any virus, worm, Trojan horse, time bomb, trap door, denial of service attack, automated repetitive requests for information, or any other device that causes damage to any hardware, software, or equipment used in connection with Zhibit.biz. Subscriber shall not remove, obscure, or alter Zhibit LLC's copyright notice, brand features, or other proprietary rights notices affixed to or contained within any Zhibit.biz services, software, or documentation. (F) The foregoing provisions of Section 5 are for the benefit of Zhibit LLC, 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. 6. Disclaimer of Warranty; Limitation of Liability (A) SUBSCRIBER EXPRESSLY AGREES THAT USE OF Zhibit.biz IS AT SUBSCRIBER'S SOLE RISK. NEITHER Zhibit LLC, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT Zhibit.biz WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF Zhibit.biz, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICE, OR MERCHANDISE PROVIDED THROUGH Zhibit.biz. (B) Zhibit.biz IS PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. (C) THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. SUBSCRIBER SPECIFICALLY ACKNOWLEDGES THAT Zhibit LLC IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER SUBSCRIBERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH SUBSCRIBER. (D) IN NO EVENT WILL Zhibit LLC, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING Zhibit.biz OR THE Zhibit.biz SOFTWARE, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE Zhibit.biz. SUBSCRIBER HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON Zhibit.biz. (E) IN ADDITION TO THE TERMS SET FORTH ABOVE NEITHER, Zhibit LLC, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN Zhibit.biz, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO THE USER, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES. NEITHER, Zhibit LLC, NOR ITS AFFILIATES, INFORMATION PROVIDERS OR CONTENT PARTNERS WARRANT OR GUARANTEE THE TIMELINESS, SEQUENCE, ACCURACY OR COMPLETENESS OF THIS INFORMATION. ADDITIONALLY, THERE ARE NO WARRANTIES AS TO THE RESULTS OBTAINED FROM THE USE OF THE INFORMATION. 7. Monitoring Zhibit LLC shall have the right, but not the obligation, to monitor the content of Zhibit.biz, including chat rooms and forums, to determine compliance with this Agreement and any operating rules established by Zhibit LLC and to satisfy any law, regulation or authorized government request. Zhibit LLC shall have the right in its sole discretion to edit, refuse to post or remove any material submitted to or posted on Zhibit.biz. Without limiting the foregoing, Zhibit LLC shall have the right to remove any material that Zhibit LLC, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable. 8. Indemnification Subscriber agrees to defend, indemnify and hold harmless Zhibit LLC, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of the use of Zhibit.biz by Subscriber or Subscriber's Account. 9. Termination Either Zhibit LLC or Subscriber may terminate this Agreement at any time. Without limiting the foregoing, Zhibit LLC shall have the right (but not the obligation) to immediately and without notice delete or deactivate Subscriber's Account, block Subscriber's email or IP address, or otherwise terminate Subscriber's access to or use of Zhibit.biz, in the event of any conduct by Subscriber which Zhibit LLC, in its sole discretion, considers to be unacceptable, or in the event of any breach by Subscriber of this Agreement. Zhibit LLC shall not be liable to Subscriber or any third party for any termination of Subscriber's access to Zhibit.biz, nor will Zhibit LLC be obliged to refund Subscriber for any unused portion of the subscription period. Subscriber shall not attempt to use Zhibit.biz after said termination. The provisions of Sections 5(C), 5(D), 5(E), 5(F), 6, 8, 9, 10, 11, 12 and 16 shall survive termination of this Agreement. 10. Severability If any provision of this Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions. 11. Dealings with Organizations and Individuals Subscriber's interactions with organizations and/or individuals found on or through Zhibit.biz, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between Subscriber and such organizations and/or individuals. Zhibit LLC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between Subscribers of Zhibit.biz, or between Subscribers and any third party, Zhibit LLC is under no obligation to become involved. In the event that Subscriber has a dispute with one or more other Subscribers, Subscriber hereby releases Zhibit LLC, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes. If Subscriber is a California resident, Subscriber hereby waives California Civil Code Section 1542, which states that "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor." 12. Trademarks Zhibit.biz, its logos and slogans are trademarks of Zhibit LLC. All rights reserved. All other trademarks appearing on Zhibit.biz are the property of their respective owners. 13. Third Party Content Zhibit LLC is a distributor (and not a publisher) of content supplied by third parties and Subscribers. Accordingly, Zhibit LLC has no more editorial control over such content than does a public library, bookstore, or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, Subscribers or any other user of Zhibit.biz, are those of the respective author(s) or distributor(s) and not of Zhibit LLC. Neither Zhibit LLC nor any third party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to Section 6 above for the complete provisions governing limitation of liabilities and disclaimers of warranty.) In many instances, the content available through Zhibit.biz represents the opinions and judgments of the respective information provider, Subscriber, or other user not under contract with Zhibit LLC. Zhibit LLC neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on Zhibit.biz by anyone other than authorized Zhibit LLC employee spokespersons while acting in their official capacities. Under no circumstances will Zhibit LLC be liable for any loss or damage caused by a Subscriber's reliance on information obtained through Zhibit.biz. It is the responsibility of Subscriber to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through Zhibit.biz. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content. In some instances, the content available through Zhibit.biz, including content supplied by third parties, may be suited for adults only and may include pictures and materials that some Subscribers may find offensive. This type of content may include but is not limited to nudity, violence or explicit language. By posting or viewing such content, Subscriber hereby asserts that Subscriber is over the age of 18, is not offended by such material, and that it is legal to view such material in Subscriber's community, town, city, state or country. Subscriber takes full responsibility for his actions and removes Zhibit LLC and its agents from all liability. 14. Linked Sites and Advertising In establishing hypertext links to Zhibit.biz, Subscriber must not represent in any way, expressly or by implication, that Subscriber has received the endorsement, sponsorship or support of Zhibit.biz or Zhibit LLC, including its respective employees, agents, directors, officers and shareholders. If Zhibit LLC has provided links or pointers to other websites, no inference or assumption should be made and no representation should be implied that Zhibit LLC is connected with, operates or controls these websites. Zhibit LLC makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Zhibit LLC is not responsible for the content or practices of third party websites that may be linked to Zhibit.biz. Zhibit.biz may also be linked to other websites operated by companies affiliated or connected with Zhibit LLC. When visiting other websites, however, Subscriber should refer to each such website's individual "Terms of Use" and not rely on this Agreement. Zhibit LLC takes no responsibility for third party advertisements which are posted on Zhibit.biz, nor does it take any responsibility for the goods or services provided by its advertisers. 15. RSS feeds RSS is a free service offered by Zhibit LLC for non-commercial use. Any other uses, including without limitation the incorporation of advertising into or the placement of advertising associated with or targeted towards the RSS content, are strictly prohibited. Subscriber must use the RSS feeds as provided by Zhibit LLC, and may not edit or modify the text, content or links supplied by Zhibit LLC. The RSS service may be used only with those platforms from which a functional link is made available that, when accessed, takes the viewer directly to the display of the full article on the Zhibit.biz website. Subscriber may not display the RSS content in a manner that does not permit successful linking to, redirection to or delivery of the applicable Zhibit.biz web page. Subscriber may not insert any intermediate page, splash page or other content between the RSS link and the applicable Zhibit.biz web page. Zhibit LLC retains all ownership and other rights in the RSS content, and any and all logos and trademarks used in connection with the RSS service. Subscriber must provide attribution to the appropriate Zhibit.biz website in connection with Subscriber's use of the RSS feeds. If Subscriber provides this attribution using a graphic, Subscriber must use the appropriate website's logo that has been incorporated into the RSS feed. Zhibit LLC reserves the right to discontinue providing any or all of the RSS feeds at any time and to require Subscriber to cease displaying, distributing or otherwise using any or all of the RSS feeds for any reason including, without limitation, Subscriber's violation of any provision of this Agreement. Zhibit LLC assumes no liability for any of Subscriber's activities in connection with the RSS feeds or for Subscriber's use of the RSS feeds in connection with Subscriber's website. 16. Privacy and Information Disclosure Subscriber's use of Zhibit.biz signifies acknowledgement of and agreement to Zhibit LLC's Privacy Policy. Subscriber further acknowledges and agrees that Zhibit LLC may, in its sole discretion, preserve or disclose any of the Subscriber's content, as well as Subscriber's information, such as email addresses, IP addresses, timestamps, and other such information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process; enforce this Agreement; respond to claims that any content violates the rights of third parties; or protect the rights, property, or personal safety of Zhibit.biz, its Subscribers or the general public. Zhibit LLC disclaims all responsibility, and will not be liable to Subscriber, however, for any disclosure of that information by any such third party. 17. Miscellaneous This Agreement and any operating rules for Zhibit.biz established by Zhibit LLC constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous written or oral agreements between the parties with respect to such subject matter. The parties specifically exclude from application to the Agreement the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act. This Agreement shall be construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall not be given any legal import. 18. Copyrights and Copyright Agent Zhibit LLC respects the rights of all copyright holders and in this regard, Zhibit LLC has adopted and implemented a policy that provides for the termination in appropriate circumstances of Subscribers and Account holders who infringe the rights of copyright holders. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Zhibit LLC's Copyright Agent the following information required by the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act, 17 U.S.C. 512: 1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
4. Information reasonably sufficient to permit us to contact the complaining party;
5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For copyright inquiries under the Digital Millennium Copyright Act please contact: Copyright Agent
Zhibit LLC
PO Box 515381 #68318
Los Angeles, CA 90051-6681 Written inquiries may take several weeks to process. In urgent action is requested, please copy us electronically on the inquiry through our website. |
