Terms of Use Agreement

Zen Peacemakers International, Membership Platform

Last updated October 4, 2017

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between you, whether

personally or on behalf of an entity (“you”) and Zen Peacemakers International (“we,” “us” or

“our”), concerning your access to and use of the Membership Platform website as well as any

other media form, media channel, mobile website or mobile application related, linked, or

otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you

have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT

AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED

FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the Site from time to

time are hereby expressly incorporated herein by reference. We reserve the right, in our sole

discretion, to make changes or modifications to these Terms of Use at any time and for any

reason. We will alert you about any changes by updating the “Last updated” date of these

Terms of Use, and you waive any right to receive specific notice of each such change. It is your

responsibility to periodically review these Terms of Use to stay informed of updates. You will be

subject to, and will be deemed to have been made aware of and to have accepted, the changes

in any revised Terms of Use by your continued use of the Site after the date such revised Terms

of Use are posted.

The information provided on the Site is not intended for distribution to or use by any person or

entity in any jurisdiction or country where such distribution or use would be contrary to law or

regulation or which would subject us to any registration requirement within such jurisdiction or

country. Accordingly, those persons who choose to access the Site from other locations do so

on their own initiative and are solely responsible for compliance with local laws, if and to the

extent local laws are applicable.

The Site is intended for users who are at least 18 years old. Persons under the age of 18 are

not permitted to register for the Site.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all source code, databases,

functionality, software, website designs, audio, video, text, photographs, and graphics on the

Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein

(the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright

and trademark laws and various other intellectual property rights and unfair competition laws of

the United States, foreign jurisdictions, and international conventions. The Content and the

Marks are provided on the Site “AS IS” for your information and personal use only. Except as

expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be

copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded,

translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial

purpose whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited license to access and

use the Site and to download or print a copy of any portion of the Content to which you have

properly gained access solely for your personal, non-commercial use. We reserve all rights not

expressly granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) all registration information you submit will

be true, accurate, current, and complete; (2) you will maintain the accuracy of such information

and promptly update such registration information as necessary; (3) you have the legal capacity

and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in

which you reside; (5) you will not access the Site through automated or non-human means,

whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or

unauthorized purpose; and (7) your use of the Site will not violate any applicable law or

regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the

right to suspend or terminate your account and refuse any and all current or future use of the

Site (or any portion thereof).

USER REGISTRATION

You may be required to register with the Site. You agree to keep your password confidential and

will be responsible for all use of your account and password. We reserve the right to remove,

reclaim, or change a username you select if we determine, in our sole discretion, that such

username is inappropriate, obscene, or otherwise objectionable.

FEES AND PAYMENT

You may be required to purchase or pay a fee to access some of our services. You agree to

provide current, complete, and accurate purchase and account information for all purchases

made via the Site. You further agree to promptly update account and payment information,

including email address, payment method, and payment card expiration date, so that we can

complete your transactions and contact you as needed. We bill you through an online billing

account for purchases made via the Site. Sales tax will be added to the price of purchases as

deemed required by us. We may change prices at any time. All payments shall be in U.S.

dollars.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you

authorize us to charge your chosen payment provider for any such amounts upon making your

purchase. If your purchase is subject to recurring charges, then you consent to our charging

your payment method on a recurring basis without requiring your prior approval for each

recurring charge, until you notify us of your cancellation. We reserve the right to correct any

errors or mistakes in pricing, even if we have already requested or received payment. We also

reserve the right to refuse any order placed through the Site.

CANCELLATION

You can cancel your subscription at any time by logging into your account. Your cancellation will

take effect immediately.

If you are unsatisfied with our services, please email us at [email protected]

SOFTWARE

We may include software for use in connection with our services. If such software is

accompanied by an end user license agreement (“EULA”), the terms of the EULA will govern

your use of the software. If such software is not accompanied by a EULA, then we grant to you

a non-exclusive, revocable, personal, and non-transferable license to use such software solely

in connection with our services and in accordance with these Terms of Use. Any Software and

any related documentation is provided “as is” without warranty of any kind, either express or

implied, including, without limitation, the implied warranties of merchantability, fitness for a

particular purpose, or non-infringement. You accept any and all risk arising out of use or

performance of any Software. You may not reproduce or redistribute any software except in

accordance with the EULA or these Terms of Use.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for which we make the Site

available. The Site may not be used in connection with any commercial endeavors except those

that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

● systematically retrieve data or other content from the Site to create or compile, directly or

indirectly, a collection, compilation, database, or directory without written permission

from us.

● make any unauthorized use of the Site, including collecting usernames and/or email

addresses of users by electronic or other means for the purpose of sending unsolicited

email, or creating user accounts by automated means or under false pretenses.

● use a buying agent or purchasing agent to make purchases on the Site.

● use the Site to advertise or offer to sell goods and services.

● circumvent, disable, or otherwise interfere with security-related features of the Site,

including features that prevent or restrict the use or copying of any Content or enforce

limitations on the use of the Site and/or the Content contained therein.

● engage in unauthorized framing of or linking to the Site.

● trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive

account information such as user passwords;

● make improper use of our support services or submit false reports of abuse or

misconduct.

● engage in any automated use of the system, such as using scripts to send comments or

messages, or using any data mining, robots, or similar data gathering and extraction

tools.

● interfere with, disrupt, or create an undue burden on the Site or the networks or services

connected to the Site.

● attempt to impersonate another user or person or use the username of another user.

● sell or otherwise transfer your profile.

● use any information obtained from the Site in order to harass, abuse, or harm another

person.

● use the Site as part of any effort to compete with us or otherwise use the Site and/or the

Content for any revenue-generating endeavor or commercial enterprise.

● decipher, decompile, disassemble, or reverse engineer any of the software comprising or

in any way making up a part of the Site.

● attempt to bypass any measures of the Site designed to prevent or restrict access to the

Site, or any portion of the Site.

● harass, annoy, intimidate, or threaten any of our employees or agents engaged in

providing any portion of the Site to you.

● delete the copyright or other proprietary rights notice from any Content.

● copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML,

JavaScript, or other code.

● upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other

material, including excessive use of capital letters and spamming (continuous posting of

repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the

Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions,

operation, or maintenance of the Site.

● upload or transmit (or attempt to upload or to transmit) any material that acts as a

passive or active information collection or transmission mechanism, including without

limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or

other similar devices (sometimes referred to as “spyware” or “passive collection

mechanisms” or “pcms”).

● except as may be the result of standard search engine or Internet browser usage, use,

launch, develop, or distribute any automated system, including without limitation, any

spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or

launching any unauthorized script or other software.

● disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.

● use the Site in a manner inconsistent with any applicable laws or regulations.

USER GENERATED CONTRIBUTIONS

The Site may invite you to chat, contribute to, or participate in blogs, message boards, online

forums, and other functionality, and may provide you with the opportunity to create, submit, post,

display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the

Site, including but not limited to text, writings, video, audio, photographs, graphics, comments,

suggestions, or personally identifiable information or other material (collectively,

“Contributions”). Contributions will be viewable by other users of the Site and through third-party

websites. As such, any Contributions you transmit may be treated as non-confidential and

non-proprietary. When you create or make available any Contribution, you represent and

warrant that:

● the creation, distribution, transmission, public display or performance, and the accessing,

downloading, or copying of your Contributions do not and will not infringe the proprietary

rights, including but not limited to the copyright, patent, trademark, trade secret, or moral

rights of any third party.

● you are the creator and owner of or have the necessary licenses, rights, consents,

releases, and permissions to use and to authorize us, the Site, and other users of the

Site to use your Contributions in any manner contemplated by the Site and these Terms

of Use.

● you have the written consent, release, and/or permission of each and every identifiable

individual person in your Contributions to use the name or likeness of each and every

such identifiable individual person to enable inclusion and use of your Contributions in

any manner contemplated by the Site and these Terms of Use.

● your Contributions are not false, inaccurate, or misleading.

● your Contributions are not unsolicited or unauthorized advertising, promotional materials,

pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.

● your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous,

slanderous, or otherwise objectionable (as determined by us).

● your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.

● your Contributions do not advocate the violent overthrow of any government or incite,

encourage, or threaten physical harm against another.

● your Contributions do not violate any applicable law, regulation, or rule.

● your Contributions do not violate the privacy or publicity rights of any third party.

● your Contributions do not contain any material that solicits personal information from

anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent

manner.

● your Contributions do not violate any federal or state law concerning child pornography,

or otherwise intended to protect the health or well-being of minors;

● your Contributions do not include any offensive comments that are connected to race,

national origin, gender, sexual preference, or physical handicap.

● your Contributions do not otherwise violate, or link to material that violates, any provision

of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in,

among other things, termination or suspension of your rights to use the Site.

CONTRIBUTION LICENSE

By posting your Contributions to any part of the Site or making Contributions accessible to the

Site by linking your account from the Site to any of your social networking accounts, you

automatically grant, and you represent and warrant that you have the right to grant, to us an

unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free,

fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell,

publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat,

translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including,

without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise,

and to prepare derivative works of, or incorporate into other works, such Contributions, and

grant and authorize sublicenses of the foregoing. The use and distribution may occur in any

media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed,

and includes our use of your name, company name, and franchise name, as applicable, and

any of the trademarks, service marks, trade names, logos, and personal and commercial

images you provide. You waive all moral rights in your Contributions, and you warrant that

moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your

Contributions and any intellectual property rights or other proprietary rights associated with your

Contributions. We are not liable for any statements or representations in your Contributions

provided by you in any area on the Site. You are solely responsible for your Contributions to the

Site and you expressly agree to exonerate us from any and all responsibility and to refrain from

any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change

any Contributions; (2) to re-categorize any Contributions to place them in more appropriate

locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any

reason, without notice. We have no obligation to monitor your Contributions.

GUIDELINES FOR REVIEWS

We may provide you areas on the Site to leave reviews or ratings. When posting a review, you

must comply with the following criteria: (1) you should have firsthand experience with the

person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive,

racist, offensive, or hate language; (3) your reviews should not contain discriminatory references

based on religion, race, gender, national origin, age, marital status, sexual orientation, or

disability; (4) your reviews should not contain references to illegal activity; (5) you should not be

affiliated with competitors if posting negative reviews; (6) you should not make any conclusions

as to the legality of conduct; (7) you may not post any false or misleading statements; and (8)

you may not organize a campaign encouraging others to post reviews, whether positive or

negative.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no

obligation to screen reviews or to delete reviews, even if anyone considers reviews

objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent

our opinions or the views of any of our affiliates or partners. We do not assume liability for any

review or for any claims, liabilities, or losses resulting from any review. By posting a review, you

hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable,

and sublicensable right and license to reproduce, modify, translate, transmit by any means,

display, perform, and/or distribute all content relating to reviews.

MOBILE APPLICATION LICENSE

Use License

If you access the Site via a mobile application, then we grant you a revocable, non-exclusive,

non-transferable, limited right to install and use the mobile application on wireless electronic

devices owned or controlled by you, and to access and use the mobile application on such

devices strictly in accordance with the terms and conditions of this mobile application license

contained in these Terms of Use. You shall not: (1) decompile, reverse engineer, disassemble,

attempt to derive the source code of, or decrypt the application; (2) make any modification,

adaptation, improvement, enhancement, translation, or derivative work from the application; (3)

violate any applicable laws, rules, or regulations in connection with your access or use of the

application; (4) remove, alter, or obscure any proprietary notice (including any notice of

copyright or trademark) posted by us or the licensors of the application; (5) use the application

for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not

designed or intended; (6) make the application available over a network or other environment

permitting access or use by multiple devices or users at the same time; (7) use the application

for creating a product, service, or software that is, directly or indirectly, competitive with or in any

way a substitute for the application; (8) use the application to send automated queries to any

website or to send any unsolicited commercial e-mail; or (9) use any proprietary information or

any of our interfaces or our other intellectual property in the design, development, manufacture,

licensing, or distribution of any applications, accessories, or devices for use with the application.

Apple and Android Devices

The following terms apply when you use a mobile application obtained from either the Apple

Store or Google Play (each an “App Distributor”) to access the Site: (1) the license granted to

you for our mobile application is limited to a non-transferable license to use the application on a

device that utilizes the Apple iOS or Android operating systems, as applicable, and in

accordance with the usage rules set forth in the applicable App Distributor’s terms of service; (2)

we are responsible for providing any maintenance and support services with respect to the

mobile application as specified in the terms and conditions of this mobile application license

contained in these Terms of Use or as otherwise required under applicable law, and you

acknowledge that each App Distributor has no obligation whatsoever to furnish any

maintenance and support services with respect to the mobile application; (3) in the event of any

failure of the mobile application to conform to any applicable warranty, you may notify the

applicable App Distributor, and the App Distributor, in accordance with its terms and policies,

may refund the purchase price, if any, paid for the mobile application, and to the maximum

extent permitted by applicable law, the App Distributor will have no other warranty obligation

whatsoever with respect to the mobile application; (4) you represent and warrant that (i) you are

not located in a country that is subject to a U.S. government embargo, or that has been

designated by the U.S. government as a “terrorist supporting” country and (ii) you are not listed

on any U.S. government list of prohibited or restricted parties; (5) you must comply with

applicable third-party terms of agreement when using the mobile application, e.g., if you have a

VoIP application, then you must not be in violation of their wireless data service agreement

when using the mobile application; and (6) you acknowledge and agree that the App Distributors

are third-party beneficiaries of the terms and conditions in this mobile application license

contained in these Terms of Use, and that each App Distributor will have the right (and will be

deemed to have accepted the right) to enforce the terms and conditions in this mobile

application license contained in these Terms of Use against you as a third-party beneficiary

thereof.

SOCIAL MEDIA

As part of the functionality of the Site, you may link your account with online accounts you have

with third-party service providers (each such account, a “Third-Party Account”) by either: (1)

providing your Third-Party Account login information through the Site; or (2) allowing us to

access your Third-Party Account, as is permitted under the applicable terms and conditions that

govern your use of each Third-Party Account.

You represent and warrant that you are entitled to disclose your Third-Party Account login

information to us and/or grant us access to your Third-Party Account, without breach by you of

any of the terms and conditions that govern your use of the applicable Third-Party Account, and

without obligating us to pay any fees or making us subject to any usage limitations imposed by

the third-party service provider of the Third-Party Account.

By granting us access to any Third-Party Accounts, you understand that (1) we may access,

make available, and store (if applicable) any content that you have provided to and stored in

your Third-Party Account (the “Social Network Content”) so that it is available on and through

the Site via your account, including without limitation any friend lists and (2) we may submit to

and receive from your Third-Party Account additional information to the extent you are notified

when you link your account with the Third-Party Account.

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you

have set in such Third-Party Accounts, personally identifiable information that you post to your

Third-Party Accounts may be available on and through your account on the Site. Please note

that if a Third-Party Account or associated service becomes unavailable or our access to such

Third-Party Account is terminated by the third-party service provider, then Social Network

Content may no longer be available on and through the Site.

You will have the ability to disable the connection between your account on the Site and your

Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE

THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY

ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY

SERVICE PROVIDERS. We make no effort to review any Social Network Content for any

purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not

responsible for any Social Network Content.

You acknowledge and agree that we may access your email address book associated with a

Third-Party Account and your contacts list stored on your mobile device or tablet computer

solely for purposes of identifying and informing you of those contacts who have also registered

to use the Site. You can deactivate the connection between the Site and your Third-Party

Account by contacting us using the contact information below or through your account settings

(if applicable). We will attempt to delete any information stored on our servers that was obtained

through such Third-Party Account, except the username and profile picture that become

associated with your account.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or

other information regarding the Site (“Submissions”) provided by you to us are non-confidential

and shall become our sole property. We shall own exclusive rights, including all intellectual

property rights, and shall be entitled to the unrestricted use and dissemination of these

Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or

compensation to you. You hereby waive all moral rights to any such Submissions, and you

hereby warrant that any such Submissions are original with you or that you have the right to

submit such Submissions. You agree there shall be no recourse against us for any alleged or

actual infringement or misappropriation of any proprietary right in your Submissions.

THIRD-PARTY WEBSITES AND CONTENT

The Site may contain (or you may be sent via the Site) links to other websites (“Third-Party

Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound,

video, information, applications, software, and other content or items belonging to or originating

from third parties (“Third-Party Content”). Such Third-Party Websites and Third-Party Content

are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by

us, and we are not responsible for any Third-Party Websites accessed through the Site or any

Third-Party Content posted on, available through, or installed from the Site, including the

content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or

contained in the Third-Party Websites or the Third-Party Content.

Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any

Third-Party Content does not imply approval or endorsement thereof by us. If you decide to

leave the Site and access the Third-Party Websites or to use or install any Third-Party Content,

you do so at your own risk, and you should be aware these Terms of Use no longer govern. You

should review the applicable terms and policies, including privacy and data gathering practices,

of any website to which you navigate from the Site or relating to any applications you use or

install from the Site.

Any purchases you make through Third-Party Websites will be through other websites and from

other companies, and we take no responsibility whatsoever in relation to such purchases which

are exclusively between you and the applicable third party. You agree and acknowledge that we

do not endorse the products or services offered on Third-Party Websites and you shall hold us

harmless from any harm caused by your purchase of such products or services. Additionally,

you shall hold us harmless from any losses sustained by you or harm caused to you relating to

or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

ADVERTISERS

We allow advertisers to display their advertisements and other information in certain areas of

the Site, such as sidebar advertisements or banner advertisements. If you are an advertiser,

you shall take full responsibility for any advertisements you place on the Site and any services

provided on the Site or products sold through those advertisements. Further, as an advertiser,

you warrant and represent that you possess all rights and authority to place advertisements on

the Site, including, but not limited to, intellectual property rights, publicity rights, and contractual

rights. As an advertiser, you agree that such advertisements are subject to our Digital

Millennium Copyright Act (“DMCA”) Notice and Policy provisions as described below, and you

understand and agree there will be no refund or other compensation for DMCA

takedown-related issues. We simply provide the space to place such advertisements, and we

have no other relationship with advertisers.

U.S. GOVERNMENT RIGHTS

Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101.

If our services are acquired by or on behalf of any agency not within the Department of Defense

(“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR

12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired

by or on behalf of any agency within the Department of Defense, our services are subject to the

terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation

(“DFARS”) 227.7202‑3. In addition, DFARS 252.227‑7015 applies to technical data acquired by

the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR,

DFARS, or other clause or provision that addresses government rights in computer software or

technical data under these Terms of Use.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms

of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the

law or these Terms of Use, including without limitation, reporting such user to law enforcement

authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the

availability of, or disable (to the extent technologically feasible) any of your Contributions or any

portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from

the Site or otherwise disable all files and content that are excessive in size or are in any way

burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect

our rights and property and to facilitate the proper functioning of the Site.

PRIVACY POLICY

We care about data privacy and security. Please review our Privacy Policy posted on the Site.

By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these

Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site

from the European Union, Asia, or any other region of the world with laws or other requirements

governing personal data collection, use, or disclosure that differ from applicable laws in the

United States, then through your continued use of the Site, you are transferring your data to the

United States, and you expressly consent to have your data transferred to and processed in the

United States.

COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on

or through the Site infringes upon any copyright you own or control, please immediately notify

us using the contact information provided below (a “Notification”). A copy of your Notification

will be sent to the person who posted or stored the material addressed in the Notification.

Please be advised that pursuant to federal law you may be held liable for damages if you make

material misrepresentations in a Notification. Thus, if you are not sure that material located on

or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT

LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT

TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO

AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY

PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION

FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN

THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY

TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT

AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT

WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and

creating a new account under your name, a fake or borrowed name, or the name of any third

party, even if you may be acting on behalf of the third party. In addition to terminating or

suspending your account, we reserve the right to take appropriate legal action, including without

limitation pursuing civil, criminal, and injunctive redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site at any time or for any

reason at our sole discretion without notice. However, we have no obligation to update any

information on our Site. We also reserve the right to modify or discontinue all or part of the Site

without notice at any time. We will not be liable to you or any third party for any modification,

price change, suspension, or discontinuance of the Site.

We cannot guarantee the Site will be available at all times. We may experience hardware,

software, or other problems or need to perform maintenance related to the Site, resulting in

interruptions, delays, or errors. We reserve the right to change, revise, update, suspend,

discontinue, or otherwise modify the Site at any time or for any reason without notice to you.

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused

by your inability to access or use the Site during any downtime or discontinuance of the Site.

Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site

or to supply any corrections, updates, or releases in connection therewith.

GOVERNING LAW

These Terms of Use and your use of the Site are governed by and construed in accordance with

the laws of the State of Massachusetts applicable to agreements made and to be entirely

performed within the State/Commonwealth of Massachusetts, without regard to its conflict of law

principles.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these

Terms of Use (each a “Dispute” and collectively, the “Disputes”) brought by either you or us

(individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to

negotiate any Dispute (except those Disputes expressly provided below) informally for at least

365 days before initiating arbitration. Such informal negotiations commence upon written notice

from one Party to the other Party.

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except

those Disputes expressly excluded below) will be finally and exclusively resolved by binding

arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE

RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced

and conducted under the Commercial Arbitration Rules of the American Arbitration Association

(“AAA”) and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related

Disputes (“AAA Consumer Rules”), both of which are available at the AAA website www.adr.org.

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA

Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitration

may be conducted in person, through the submission of documents, by phone, or online. The

arbitrator will make a decision in writing, but need not provide a statement of reasons unless

requested by either Party. The arbitrator must follow applicable law, and any award may be

challenged if the arbitrator fails to do so. Except where otherwise required by the applicable

AAA rules or applicable law, the arbitration will take place in Franklin County, Massachusetts,

USA. Except as otherwise provided herein, the Parties may litigate in court to compel

arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment

on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be

commenced or prosecuted in the state and federal courts located in Franklin County,

Massachusetts, USA, and the Parties hereby consent to, and waive all defenses of lack of

personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such

state and federal courts. Application of the United Nations Convention on Contracts for the

International Sale of Goods and the the Uniform Computer Information Transaction Act (UCITA)

are excluded from these Terms of Use.

In no event shall any Dispute brought by either Party related in any way to the Site be

commenced more than three years after the cause of action arose. If this provision is found to

be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that

portion of this provision found to be illegal or unenforceable and such Dispute shall be decided

by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties

agree to submit to the personal jurisdiction of that court.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties

individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other

proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action

basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to

be brought in a purported representative capacity on behalf of the general public or any other

persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning

informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or

concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute

related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use;

and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable,

then neither Party will elect to arbitrate any Dispute falling within that portion of this provision

found to be illegal or unenforceable and such Dispute shall be decided by a court of competent

jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the

personal jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors, inaccuracies, or

omissions, including descriptions, pricing, availability, and various other information. We

reserve the right to correct any errors, inaccuracies, or omissions and to change or update the

information on the Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT

YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE

FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR

IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING,

WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR

A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR

REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S

CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL

ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR

INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY

DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND

USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE

SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL

INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF

TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR

THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD

PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR

FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF

ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE

SITE.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR

ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH

THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION

FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY

TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN

YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE

PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY

ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION

WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO

YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL,

EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT,

LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF

THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and

all of our respective officers, agents, partners, and employees, from and against any loss,

damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made

by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach

of these Terms of Use; (4) any breach of your representations and warranties set forth in these

Terms of Use; (5) your violation of the rights of a third party, including but not limited to

intellectual property rights; or (6) any overt harmful act toward any other user of the Site with

whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your

expense, to assume the exclusive defense and control of any matter for which you are required

to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims.

We will use reasonable efforts to notify you of any such claim, action, or proceeding which is

subject to this indemnification upon becoming aware of it.

USER DATA

We will maintain certain data that you transmit to the Site for the purpose of managing the

performance of the Site, as well as data relating to your use of the Site. Although we perform

regular routine backups of data, you are solely responsible for all data that you transmit or that

relates to any activity you have undertaken using the Site. You agree that we shall have no

liability to you for any loss or corruption of any such data, and you hereby waive any right of

action against us arising from any such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic

communications. You consent to receive electronic communications, and you agree that all

agreements, notices, disclosures, and other communications we provide to you electronically,

via email and on the Site, satisfy any legal requirement that such communication be in writing.

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,

ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,

POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR

VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations,

rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery

or retention of non-electronic records, or to payments or the granting of credits by any means

other than electronic means.

CALIFORNIA USERS AND RESIDENTS

If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance

Unit of the Division of Consumer Services of the California Department of Consumer Affairs in

writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone

at (800) 952-5210 or (916) 445-1254.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the Site or in respect to

the Site constitute the entire agreement and understanding between you and us. Our failure to

exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of

such right or provision. These Terms of Use operate to the fullest extent permissible by law. We

may assign any or all of our rights and obligations to others at any time. We shall not be

responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond

our reasonable control. If any provision or part of a provision of these Terms of Use is

determined to be unlawful, void, or unenforceable, that provision or part of the provision is

deemed severable from these Terms of Use and does not affect the validity and enforceability of

any remaining provisions. There is no joint venture, partnership, employment or agency

relationship created between you and us as a result of these Terms of Use or use of the Site.

You agree that these Terms of Use will not be construed against us by virtue of having drafted

them. You hereby waive any and all defenses you may have based on the electronic form of

these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further information regarding use

of the Site, please contact us at:

1732 1st Ave. Box #20162
New York, NY 10128

email: [email protected]
Phone: (INT +1) 917.633.9550 (USA) Monday – Friday