The Bulk of the Agreement
This Agreement sets forth the terms and conditions pursuant to which:
3. If you do not agree to accept and abide by this Agreement, then You should not access or use the Platform.
1. AGREEMENT DEFINITIONS
1.1. Access means the connection to and use of the Cazoomi Platform for Members via an Internet web browser in accordance with the terms and conditions of this Agreement.
1.2. Content means the information, photographs, illustrations, audio and visual information, animations, flash files, data files, documents, software, applications, developer tools, code snippets, products and services contained or made available to Member(s) in the course of Access to the Platform.
1.3. Member(s) means person(s) who register a Platform Account and purchase Offerings through Access to Cazoomi.
1.4. Member Account means the account established by Member for Access to the Platform, including the authorization of User(s) to Access the Member Account and the Platform.
1.5. Member Data or User Data means any data, information or material provided or submitted by Member and Users authorized by Member to the Platform in the course of entering into transactions for the Offerings in the Platform, including User names and passwords and personally identifiable information about Member(s) and User(s) .
1.6. Effective Date means the date this Agreement is accepted by Member opting in to become a registered member of the Cazoomi Platform after this Agreement reference is displayed on the home page.
1.7. Cazoomi means collectively Cazoomi Inc., a Delaware Corporation.
1.8. Cazoomi Inc. or Platform means the Cazoomi online ecosystem that Cazoomi has licensed that allows developers, distributors, users, Members and others access to and means of transacting rights (both modification and use) to products or services.
1.9. Cazoomi Platform means Cazoomi’s license to use proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Member by Cazoomi in providing Access to the Platform.
1.10. Intellectual Property Rights means un-patented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other forms of intellectual property rights, any derivatives thereof, and all forms of protection of a similar nature anywhere in the world.
1.11. Offerings means products or services offered by Cazoomi or others through Cazoomi Inc.
1.12. User(s) means Member, Member’s employees, representatives, consultants, contractors, agents or affiliates who are authorized to Access the Platform and have been supplied User identifications and passwords by Member (or by Cazoomi at Member’s request).
1.13. You or Your refers to the Member that has registered a Member Account to Access the Platform that is a Party to this Agreement.
2. THE CAZOOMI PROMISE TO OUR MEMBERS & YOUR RIGHTS
2.1. Cazoomi grants to Member a non-exclusive, non-transferable, worldwide right to access the Platform solely for purposes of transacting business in the Platform, including the right to authorize Users to Access the Platform, subject to and in compliance with the terms and conditions of this Agreement.
2.2. This grant does not include any rights to any Content displayed in the Platform, or any right of resale or syndication to Access to the Platform.
3. MEMBER ACCOUNT
3.1. Cazoomi will provide Access to the Platform to Member and Users authorized by Member that are registered in a Member Account in accordance with the terms and conditions of this Agreement.
3.2. Member will establish a Member Account to register Member and to authorize Users identified by Member to have Access to the Platform. Member will provide true, accurate, current and complete information in establishing the Member Account, and will maintain and promptly update the Member Account information to keep it true, accurate, current and complete.
3.3. In order to purchase Platform services or Software offerings using the Member Account, Member must provide to Cazoomi certain Member Data to Cazoomi including a valid current credit card and Member’s authorization to Cazoomi or its agents to charge this registered credit card for all amounts due and owing by Member to Cazoomi for Platform transactions entered into by Member and/or Users authorized by Member, in accordance with all terms and conditions of such transactions.
3.4. Subject to technical requirements established by Cazoomi in its sole discretion, Member and Users authorized by Member will select User names and passwords for Access to the Platform; Member and Cazoomi will maintain the confidentiality of such User names and passwords at all times and not disclose such User names and passwords to any unauthorized person without the prior written consent of Member. Member may not select any User name that violates the trademarks, copyrights, publicity rights, or other proprietary rights of any third party and warrants that such User names are unique to Member or Users authorized by Member.
3.5. Member authorizes Cazoomi to accept use of the User names and passwords selected by Member and Users authorized by Member as conclusive evidence of authorized Access to the Platform by that Member or Users authorized by Member.
3.6. With respect to any Member Account, Cazoomi reserves the rights, in its sole discretion, to: 3.6.1. Review and reset User names and passwords as may be required by law or technical requirements; and 3.6.2.Terminate a Member Account at any time.
3.7. Cazoomi does not acquire any rights to any Member Data in any Member Account.
3.8. Cazoomi does not claim ownership of the Content that Member uploads, publishes, posts, disseminates, transmits, or in general submits to the Platform, and to Member’s Subscription and Account. By submitting Content to the Platform and for inclusion in Member’s Subscription or Account, you grant Cazoomi the worldwide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting any Web Site created by Member on Cazoomi’s Internet properties. This license exists only for as long as you continue to be a Platform Member and shall be terminated at the time your Subscription and/or Account is terminated.
4. MEMBER OBLIGATIONS & RULES OF CONDUCT
4.1. Member must maintain the currency and accuracy of all information provided in the Member Account registration.
4.2. Member is responsible for all activity by Member and Users authorized to use the Member Account, including compliance with all applicable laws, treaties and regulations in connection with Access to the Platform. As such, Member understands that Content, whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that Member, and not Cazoomi, are entirely responsible for all Content under Member’s Account that is uploaded, posted or otherwise transmitted via the Platform and Cazoomi’s Internet properties related to the Platform. Cazoomi does not control the Content posted on the Platform and, as such, does not guarantee the accuracy, integrity or quality of such Content. Member understands that by using the Platform, Member may be exposed to Content that is offensive, indecent or objectionable.
4.3. Member shall:
4.3.1.Notify Cazoomi immediately of any unauthorized use of any Username or password or any other known or suspected breach of security with respect to a Member Account; and 4.3.2.Report to Cazoomi immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Member or Users authorized by Member.
4.4. Member and any User(s) authorized by Member may not do any of the following (without limitation): 4.4.1.Impersonate any other Cazoomi Member or User authorized by any other Member, or provide false identity information to Access the Platform, or the Member Account of any other Member; 4.4.2. Upload, post, transmit, disseminate or otherwise transfer any Content that is unlawful, harmful, indecent, threatening, abusive, harassing, infringing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. This includes Content that may infer sexual content or provide links to adult content elsewhere. This is also true for Content that promotes any illegal activity or content that may be damaging to our servers or any other server on the Internet, or provide links to such Content; 4.4.3.Upload, post, transmit or otherwise transfer Content that contains software or other material protected by intellectual property laws (or by rights of privacy or confidentiality such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements) unless authorized to do so;
4.4.4.Upload or otherwise transfer or store files that contain viruses, worms, Trojan horses or other form of software or computer code, files, scripts, agents, programs or corrupted files that may damage or inhibit the operation of another computer;
4.4.5.Monitor the availability, performance or functionality of the Platform, or perform any other analysis for any other benchmarking or competitive purposes;
4.4.6.Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded;
4.4.7.Falsify the origin or source of software or other material contained in a file that is uploaded, forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Platform or develop restricted or password-only access pages, or hidden pages or images (those not linked to from another accessible page);
4.4.8. Upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation, except in those areas of the Platform that are designated for such purpose. Cazoomi will be the sole arbiter as to what constitutes a violation of this provision. Members are also in violation of this provision if they engage in spamming using the service of another ISP or IPP, but reference in the spam a Web site hosted on a Cazoomi server. Violators will face immediate suspension;
4.4.9.Download, other than page caching, any portion of the Platform;
4.4.10.Member may however License, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party in any manner any Access to the Platform or the Content;
4.4.11.Modify or make derivative works based upon the Platform;
4.4.12.Create Internet links to the Platform or frame or mirror any Content on any other server or wireless or Internet-based device; or
4.4.13.Reverse engineer Access to the Platform for any reason;
4.4.14.Harm minors in any way;
4.4.15.Interfere with or disrupt the integrity or performance of the Platform or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
4.4.16.Attempt to gain unauthorized access to the Platform or its related systems or networks;
4.4.17.Download or copy any account information for the benefit of another Member or licensor; or
4.4.18.Use any data mining, robots, or similar data gathering and extraction tools, and collect or store personal data about others;
4.4.19. Intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
4.4.20. Promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals. This may include, but is not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating Crush sites;
4.4.21. Misrepresent the Platform in such a way that will result in needless traffic. Some examples of unacceptable content or links include: pirated software, hacker programs or archives, Warez sites, Spamware, Copyrighted MP3s and IRC bots;
4.4.22.Cause any web site or the Platform to use a high amount of server resources (such as, but not limited to, CPU time, memory usage, and network resources). Any violators will be given the option to pay additional fees (which will depend on the resources required), reduce the resources used to an acceptable level, or upgrade its service. Cazoomi shall be the sole arbiter of what is considered to be a high server usage level. Any Member Account deemed to be adversely affecting server performance or network integrity will be shut down without prior notice;
4.4.23. Use CGI script sharing with domains not hosted by Cazoomi. Any CGI-scripts deemed to be adversely affecting server performance or network integrity will be shut down without prior notice;
4.4.24. Access a remote database inappropriately. External access to our database server is intended to remotely manage the databases. If remote database access is found to be utilized in a manner other than as intended, in our discretion, we may immediately close or deny remote access to the database or entire account;
4.4.25. Upload or post any credit card account data or otherwise transmit any insecure credit card account data;
4.4.26. Perform any action that will adversely impact other users of the Platform or exceed imposed usage limits.
4.5. Member and Users authorized by Member may not use the Platform in any manner that could damage, disable, overburden, disrupt the normal flow of dialogue, cause a screen to scroll faster than other Members of the Platform are able to type, or impair the operation of the Platform or interfere with any other Members use and enjoyment of the Platform and engage in real time exchanges.
4.6. Violation of any of these prohibitions is grounds for immediate termination of a Member Account.
5. THIRD PARTY INTERACTIONS
5.1. Access to the Platform may involve communications and transactions with third parties. All such communications and transactions may be subject to additional and different terms and conditions. Member’s correspondence or business dealings with, or participation in promotions of, advertisers found on or through the Platform, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Cazoomi shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Service.
6. PRIVACY & SECURITY
6.1. Cazoomi privacy and security policies may be viewed here and Cazoomi reserves the right to modify its privacy and security policies in its sole discretion from time to time.
6.4. Cazoomi will provide you reasonable access to your personally identifiable information, at no cost to you, within 30 days of your request. If we cannot provide access within the 30-day period, we will tell you when we will provide access. In the unlikely event that we cannot provide you access to this information, we will explain why we cannot do so. To request access to your personally identifying information, contact us by email.
7. INTELLECTUAL PROPERTY OWNERSHIP
7.1. Cazoomi (and its licensors, as applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to the Cazoomi Platform and Cazoomi Inc., and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Member or any other person relating to the Platform.
7.2. This Agreement is not a sale and does not convey to Member any rights of ownership in or related to the Platform, the Cazoomi Platform, and or the Intellectual Property Rights owned by Cazoomi.
7.3. The Cazoomi name, the Cazoomi logo, and the product names associated with the Platform are trademarks of Cazoomi or third parties, and no right or license is granted to use them.
7.4. Member acknowledges that the Platform contains Content that may be protected by copyright, trademark, or other proprietary rights of Cazoomi or other third parties. Member may not use any Cazoomi logo or other proprietary graphic or trademark without express written permission.
8. REPRESENTATIONS & WARRANTIES
8.1. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.
8.2. Cazoomi represents and warrants that it will provide the Platform in a manner consistent with generally applicable industry standards and that the Platform will perform substantially in accordance with the Cazoomi Technical Support documentation under normal use and circumstances.
8.3. Member represents and warrants as follows:
8.3.1.The information provided by Member in the Member Account registration is true, accurate, and complete, to the best of Member’s actual knowledge;
8.3.2.Member has not falsely or deceptively identified itself or any User authorized by Member;
8.3.3.Member is of sufficient legal age to use Access the Platform and to create binding legal obligations for any liability that Member may incur as a result of the use of the Platform;
8.3.4.Member will be financially responsible for all acts by Member and Users authorized by Member in using Access to the Platform including without limitation, the acts of any minors living with or employed by Member.
8.3.5.Member has permission and rights to use any Content, information or files that are copyrighted by a third party. Member represents and warrants to Cazoomi that all such permissions have been obtained, and evidence of all necessary permissions may be requested by Cazoomi.
9.1. Member shall indemnify and hold harmless Cazoomi and its affiliates, officers, directors, employees, attorneys, agents, licensors, and their affiliates from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with:
9.1.1.Any use of Access to the Platform by any person using Your User name and passwords, whether or not authorized by you, not arising from the negligence of Cazoomi;
9.1.2. Any breach by You of this PLATFORM Agreement. 9.1.3. Member will indemnify and hold harmless Member from any and all claims resulting from Member’s negligence, intentional failure or inability to obtain proper copyright permissions.
9.2. Cazoomi reserves the right, at Your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, and in such case, You agree to cooperate with Cazoomi defense of such claim.
10. DISCLAIMER OF WARRANTIES
10.1. CAZOOMI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PLATFORM OR ANY CONTENT THEREIN.
10.2. CAZOOMI DOES NOT REPRESENT OR WARRANT:
10.2.1.THAT YOUR USE OF THE PLATFORM OR ANY CONTENT DISPLAYED IN THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR OPERATE WITH ANY SPECIFIC COMBINATION OF HARDWARE, SOFTWARE, SYSTEM OR DATA;
10.2.2. THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
10.2.3.THAT ANY STORED MEMBER DATA WILL BE ACCURATE OR RELIABLE. THAT THE QUALITY OF ANY OFFERINGS IN THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS;
10.2.4.THAT ANY OFFERINGS IN THE PLATFORM BY CAZOOMI OR THIRD PARTIES DO NOT INFRINGE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES; OR
10.2.5.THAT THE PLATFORM OR ANY OFFERING AVAILABLE IN THE MARKETPLACE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
10.3. YOU ARE GRANTED ACCESS TO THE PLATFORM AND ALL CONTENT STRICTLY ON AN AS IS BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10.4. Cazoomi may change, suspend or discontinue all or any aspect of the Platform at any time, including the availability of any feature, database, or Content, without prior notice or liability.
10.5. Certain jurisdictions may not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to Member.
11. LIMITATION OF LIABILITY
11.1. Neither Party shall be liable to the other for any special, indirect, punitive, incidental or consequential damages (including loss of use, data, business, profits, or other economic advantage) arising out of or in connection with this Agreement or Access to the Platform or any Offering in the Platform, whether arising in contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not such Party has been advised of the possibility of such loss or damage.