Effective Date - September 15, 2009
This Agreement is between you and Zertical, Inc ("Zertical"). The Zertical network is comprised of various
websites, associated widgets, mobile applications and other distribution
platforms (the "Sites") operated by Zertical.
The Sites are offered to you conditioned
on your acceptance without modification of the terms, conditions, and
notices contained herein. Your use of the Sites and Services constitutes
your agreement to all such terms, conditions, and notices.
The services provided by the Sites
(the "Services") are made available for your personal, non-commercial
use only. You may not use the Services to sell a product or service,
or to increase traffic to your business for commercial reasons, such
as advertising sales. If you want to make commercial use of our
Services, you must enter into an agreement and do so in advance. Please
contact us for more information.
Zerticalreserves the right to change the
terms, conditions, and notices under which the Sites are offered, including
but not limited to the charges associated with the use of the Services.
The Services provided to you represent
the commercially reasonable efforts of Zertical. Using the Services
may produce results that some people find objectionable, inappropriate,
or offensive. We cannot guarantee that the Services will not locate
unintended or objectionable content and assume no responsibility for
Links To Third Party Websites
The Sites may contain links to other
websites (the "Linked Sites"). The Linked Sites are not under the
control of Zerticaland Zerticalis not responsible for the contents of any
Linked Site, including without limitation any link contained in a Linked
Site, or any changes or updates to a Linked Site. Zerticalis providing
these links to you only as a convenience, and the inclusion of any link
does not imply endorsement by Zerticalof the site or any association with
No Unlawful or Prohibited Use
As a condition of your use of the Sites,
you warrant to Zerticalthat you will not use the Sites for any purpose
that is unlawful or prohibited by these terms, conditions, and notices.
You may not use the Sites in any manner that could damage, disable,
overburden, or impair the Sites or interfere with any other party's
use and enjoyment of the Sites. You may not obtain or attempt to obtain
any materials or information through any means not intentionally made
available or provided for through the Sites. You may not send
automated queries of any sort to the Sites without express permission
in advance from Zertical. Similarly, you are not allowed to copy,
create a derivative work of, reverse engineer, reverse assemble, or
otherwise attempt to discover any source code of, or modify the Sites
in any manner.
Trademarks, Names and Logos
All trademarks, names and logos used
on the Sites or delivered via the Services are either owned by Zertical
or a use right has been granted to Zertical. Your use of the Services and
Sites does not allow you to infringe those rights or the rights of the
third parties that may exist in material contained in the Sites. No
license is expressly impliedly granted within or as a result of your
use of the Sites or Services. Without the prior permission of Zertical,
except in the utilization of our widgets or mobile applications, you
agree not to display or use in any manner, any of the trademarks, names
and logo featured on the Sites for which you do not have personal rights.
Use of Communication Services
The Sites may contain bulletin board
services, chat areas, news groups, forums, communities, personal web
pages, calendars, and/or other message or communication facilities designed
to enable you to communicate with the public at large or with a group
(collectively, "Communication Services"), you agree to use the Communication
Services only to post, send and receive messages and material that are
proper and related to the particular Communication Service. By way of
example, and not as a limitation, you agree that when using a Communication
Service, you will not:
* Defame, abuse, harass, stalk, threaten
or otherwise violate the legal rights (such as rights of privacy and
publicity) of others.
* Publish, post, upload, distribute
or disseminate any inappropriate, profane, defamatory, infringing, obscene,
indecent or unlawful topic, name, material or information.
* Upload files that contain software
or other material protected by intellectual property laws (or by rights
of privacy of publicity) unless you own or control the rights thereto
or have received all necessary consents.
* Upload files that contain viruses,
corrupted files, or any other similar software or programs that may
damage the operation of another's computer.
* Advertise or offer to sell or buy
any goods or services for any business purpose.
* Conduct or forward surveys, contests,
pyramid schemes or chain letters.
* Download any file posted by another
user of a Communication Service that you know, or reasonably should
know, cannot be legally distributed in such manner.
* Falsify or delete any author attributions,
legal or other proper notices or proprietary designations or labels
of the origin or source of software or other material contained in a
file that is uploaded.
* Restrict or inhibit any other user
from using and enjoying the Communication Services.
* Violate any code of conduct or other
guidelines, which may be applicable for any particular Communication
* Harvest or otherwise collect information
about others, including e-mail addresses, without their consent.
* Violate any applicable laws or regulations.
Zerticalhas no obligation to monitor the
Communication Services. However, Zerticalreserves the right to review materials
posted to a Communication Service and to remove any materials in its
sole discretion. Zerticalreserves the right to terminate your access to
any or all of the Communication Services at any time without notice
for any reason whatsoever.
Zerticalreserves the right at all times,
in it's sole discretion, to disclose any information as necessary
to satisfy any applicable law, regulation, legal process or governmental
request, or to edit, refuse to post or to remove any information or
Materials uploaded to a Communication
Service may be subject to posted limitations on usage, reproduction
and/or dissemination. You are responsible for adhering to such limitations
if you download the materials.
Materials Provided To ZerticalOr Posted On The Sites
Zerticaldoes not claim ownership of the
materials you provide to Zertical(including feedback and suggestions) or
post, upload, input or submit to the Sites or its associated services
(collectively "Submissions"). However, by posting, uploading, inputting,
providing or submitting your Submission you are granting Zerticalpermission
to use your Submission in connection with the operation of their business
including, without limitation, the rights to: copy, distribute, transmit,
publicly display, publicly perform, reproduce, edit, translate and reformat
your Submission; and to publish your name in connection with your Submission.
No compensation will be paid with respect
to the use of your Submission, as provided herein. Zerticalis under no
obligation to post or use any Submission you may provide and may remove
any Submission at any time in Zertical's sole discretion.
By posting, uploading, inputting, providing
or submitting your Submission you warrant and represent that you own
or otherwise control all of the rights to your Submission as described
in this section including, without limitation, all the rights necessary
for you to provide, post, upload, input or submit the Submissions.
THE INFORMATION, SOFTWARE, PRODUCTS,
AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITES MAY INCLUDE
INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED
TO THE INFORMATION HEREIN. JOMA AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS
AND/OR CHANGES IN THE SITES AT ANY TIME. ADVICE RECEIVED VIA THE SITES
SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL
DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC
ADVICE TAILORED TO YOUR SITUATION.
JOMA AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS
ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY
OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS
CONTAINED ON THE SITES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED
BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES
AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION
OF ANY KIND. JOMA AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES
AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS,
SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS
OF MERCHANTABILITY, OF JOMA FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW, IN NO EVENT SHALL JOMA AND/OR ITS SUPPLIERS BE LIABLE
FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL
DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES
FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED
WITH THE USE OR PERFORMANCE OF THE SITES, WITH THE DELAY OR INABILITY
TO USE THE SITES OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO
PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES
AND RELATED GRAPHICS OBTAINED THROUGH THE SITES, OR OTHERWISE ARISING
OUT OF THE USE OF THE SITES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE, EVEN IF JOMA OR ANY OF ITS SUPPLIERS
HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS
DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF
YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITES, OR WITH ANY OF THESE
Termination and Access Restriction
Zerticalreserves the right, in its sole
discretion, to terminate your access to the Sites and the related services
or any portion thereof at any time, without notice.
To the maximum extent permitted by
law, this agreement is governed by the Laws of the State of California,
U.S.A., and you hereby consent to the exclusive jurisdiction and venue
of courts in Los Angeles County, California, U.S.A. in all disputes
arising out of or relating to the use of the Sites.
Use of the Sites is unauthorized in
any jurisdiction that does not give effect to all provisions of this
You agree that no joint venture, partnership, employment, or agency
relationship exists between you and Zerticalas a result of this agreement
or use of the Sites. Zertical's performance of this agreement is subject
to existing laws and legal process, and nothing contained in this agreement
is in derogation of Zertical's right to comply with governmental, court
and law enforcement requests or requirements relating to your use of
the Sites or information provided to or gathered by Zerticalwith respect
to such use.
If any part of this agreement is determined
to be invalid or unenforceable pursuant to applicable law including,
but not limited to, the warranty disclaimers and liability limitations
set forth above, then the invalid or unenforceable provision will be
deemed superseded by a valid, enforceable provision that most closely
matches the intent of the original provision and the remainder of the
agreement shall continue in effect.
Unless otherwise specified herein,
this agreement constitutes the entire agreement between you and Zertical
with respect to the Sites and it supersedes all prior or contemporaneous
communications and proposals, whether electronic, oral or written, between
the user and Zerticalwith respect to the Sites. A printed version of this
agreement and of any notice given in electronic form shall be admissible
in judicial or administrative proceedings based upon or relating to
this agreement to the same extent and subject to the same conditions
as other business documents and records originally generated and maintained
in printed form. It is the express wish to the parties that this agreement
and all related documents be drawn up in English.