1. Your Acceptance of this Agreement
By using/or visiting this website (collectively, including all content available through the zoomsong.com domain name,
the "Zoomsong Website," or "Website), YOU agree this user agreement.
This User Agreement ("Agreement") sets forth the legally binding terms for your user of Zoomsong Services. By using the
Zoomsong Services, you agree to be bound by this Agreement, whether you are a "Visitor" (which means that you simply browse the
Zoomsong Website) or you are a "Member" (which means that you have registered with Zoomsong.com). The term "User" refers to a
Visitor or a Member. You are only authorized to user the Zoomsong Service (regardless of whether your access or use is intended)
if you agree to abide by all applicable laws and to this Agreement. Please read this Agreement carefully and save it. If you do
not agree with it, you should leave the Zoomsong Website and discontinue use of the Zoomsong Services immediately.
2. Modification
Zoomsong reserves the right to modify the terms, conditions, and notices under which it offers the Service at any time and without
notice and such modifications shall be deemed effective immediately upon posting of the modified terms. You are responsible
for regularly reviewing these terms, conditions, and notices, and any additional terms posted on any Zoomsong Webpage. If any terms
contained in this Agreement conflict with any terms contained within any Zoomsong Webpage, the terms of this Agreement shall control.
Your continued use of the Service constitutes your acceptance of, and agreement to, this Agreement, including any changes made to such
Agreement pursuant to this section.
3. Term
This Agreement shall remain in full force and effect while you use the Zoomsong Services or are a Member. You may terminate your Membership
at any time, for any reason, by contacting us. Zoomsong.com may terminate your Membership at any time, without warning. Even after Membership
is terminated, this Agreement will remain in effect.
4. Zoomsong Website
These Terms of Service apply to all users of the Zoomsong Website, including users who are also contributors of video content, photos,
information, and other materials or services on the Website. The Zoomsong Website may contain links to third party websites that are
not owned or controlled by Zoomsong. Zoomsong has no control over, and assumes no responsibility for the content, privacy policies, or practices
of any third party websites. In addition, Zoomsong will not and cannot censor or edit the content of any third-party site. By
using the Website, you expressly relieve Zoomsong from any and all liability arising from your use of any third-party website. Accordingly,
we encourage you to be aware when you leave the Zoomsong Website and to read the terms and conditions and privacy policy of each other website
that you visit.
5. Website Access
A. Zoomsong hereby grants you permission to use the Website as set forth in this User Agreement, provided that (i) you will not copy or distribute
any part of the Website in any medium without Zoomsong's prior written authorization; (ii) you will not alter or modify any part of the Website
other than as may be reasonably necessary to use the Website for its intended purpose; and (iii) you will otherwise comply with the terms and conditions
of the User Agreement.
B. In order to access some features of the Website, you will have to create an account. When creating your account, you must provide accurate and
complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You
must notify Zoomsong immediately of any breach of security or unauthorized use of your account. Although Zoomsong will not be liable for your losses
causes by any unauthorized use of your account, you may be liable for the losses of Zoomsong or others due to such unauthorized use.
C. When you sign up to become a Member, you will also be asked to choose a password. You are entirely responsible for maintaining the confidentiality
of your password. You agree not to use the account, username, or password of any Member at any time or to disclose your password to any third party.
You agree to notify Zoomsong.com immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible
for any and all use of your account.
D. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses
the Website in a manner that sends more request messages to the Zoomsong servers in a given period of time than a human can reasonably produce
in the same period by using a convention on-line web browser. Notwithstanding the foregoing, Zoomsong grants the operators of public search engines
permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials,
but not caches or archives of such materials. Zoomsong reserves the right to revoke these exceptions either generally or in specific cases. You agree
not to collect or harvest any personally identifiable information, including account names, from the Website, nor to use the communication
systems provided by the Website for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Website
with respect to their User Submissions.
6. Intellectual Property Rights
The content on the Zoomsong Website, except all User Submissions (as defined below), including without limitation, the text, software, scripts, graphics,
photos, sounds, music, videos, interactive features and the like ("Content") and the trademarks, service marks, and logos contained therein ("Marks"),
are owned by or licensed to Zoomsong subject to copyright and other intellectual property rights under United States and foreign laws and international
conventions. Content on the Website is provided to you AS IS for your information and personal use only and may not be used, copied, reproduced,
distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior
written consent of the respective owners. Zoomsong reserves all rights not expressly granted in and to the Website and the Content. You agree to not
engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of
User Submissions of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Content for personal
use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with
security related features of the Zoomsong Website or features that prevent or restrict use of copying of any Content or enforce limitations on use of
the Zoomsong Website or the Content therein.
7. User Submissions
A. The Zoomsong Website may now or in the future permit the submission of videos, photos, or other communications submitted by you and other users ("User Submissions")
and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, Zoomsong
does not guarantee any confidentiality with respect to any submissions.
B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User
Submissions, you affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to user and
authorize Zoomsong to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions
to enable inclusion and use of the User Submissions in the manner contemplated by the Website and this User Agreement; and (ii) you have the written
consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name of likeness of each
and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and
this User Agreement. For clarity, you retain all of your ownership rights in your User Submissions. However, by submitting the User Submissions
to Zoomsong, you hereby grant Zoomsong a worldwide, non-exclusive, royalty-free, sub licensable and transferable license to use,
reproduce, distribute, prepare derivative works of, display, and perform the User Submissions in connection with the Zoomsong Website and Zoomsong's
(and its successor's) business, including without limitation for promoting and redistributing part or all of the Zoomsong Website (and derivative
works thereof) in any media formats and through any media channels. You also hereby grant each user of the Zoomsong Website a non-exclusive license
to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such
User Submissions as permitted through the functionality of the Website and under this User Agreement. The foregoing license granted by you terminates once you remove
or delete a User Submission from Zoomsong Website.
C. In connection with User Submissions, you further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise
subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from
their rightful owner to post the material and to grant Zoomsong all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that
could damage Zoomsong or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic,
harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability,
violate any law, or is otherwise inappropriate: (iv) impersonate another person. Zoomsong does not endorse any User Submission or any opinion, recommendation,
or advice expressed therein, and Zoomsong expressly disclaims any and all liability in connection with User Submissions. Zoomsong does not permit
copyright infringing activities and infringement of intellectual property rights on its Website, and Zoomsong will remove all Content and User Submissions
if properly notified that such Content or User Submission infringes on another's intellectual property rights.
Zoomsong.com reserves the right, in its sole discretion, to reject, refuse to post or remove any posting (including private messages) by you, or to restrict,
suspend, or terminate your access to all or any part of the Zoomsong Services at any time, for any or no reason, with or without prior notice, and without liability.
D. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you
agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against with respect thereto, and agree to
indemnify and hold affiliates, and/or licensors, harmless to the fullest extent allowed by law regarding all matters related to your use of the site.
8. COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
Zoomsong respects the intellectual property of others, and we ask our users to do the same. As a provider of the Service, Zoomsong is not in a position to arbitrate
copyright disputes between copyright owners, on the one hand, and users of the Service, on the other hand. The users are responsible for their own content. Thus, we
encourage copyright owners to resolve their disputes directly with the users. However, if an user of the Service, as the case may be, repeatedly infringes the rights
of a copyright owner(s), Zoomsong may, in appropriate circumstances and at its discretion, (a) disable and/or remove any content claimed to be infringing or claimed to
be the subject of infringing activity; or (b) disable and/or terminate the right of such user to use the Service, as the case may be. If you believe that your work has
been copied in a way that constitutes copyright infringement, and you believe it is appropriate to notify Zoomsong thereof, please send a notice that complies with
Title 17, United States Code, Section 512(c)(3) to
support@zoomsong.com.
9. Warranty Disclaimer
YOU AGREE THAT YOUR USE OF THE ZOOMSONG WEBSITE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ZOOMSONG, ITS OFFICERS,
DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND YOUR USE THEREOF. ZOOMSONG MAKES
NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SITE'S CONTENT OR THE CONTENT OF ANY SITES LINKED TO THIS SITE
AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE,
OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION
AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR WEBSITE, (IV) ANY BUGS, VIRUSES, TROJAN
HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY
LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE ZOOMSONG WEBSITE.
ZOOMSONG DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE
ZOOMSONG WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ZOOMSONG WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE
FOR MONITORING ANY TRANSACTION BETWEEN YOU AND 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 JEDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
10. Limitation of Liability
IN NO EVENT SHALL ZOOMSONG, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,
OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY
DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS
AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM OUR
WEBSITE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH OUR WEBSITE BY ANY THIRD PARTY, AND/OR (VI)
ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED,
OR OTHERWISE MADE AVAILABLE VIA THE ZOOMSONG WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY
IS ADVISED OF THE POSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE
JURISDICTION.
YOU SPECIFICALLY ACKNOWLEDGE THAT ZOOMSONG SHALL NOT BE LIABLE FOR USER SUBMISSTIONS OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD
PARTY AND THAT RIST OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
Zoomsong are not agents for and do not vouch for those persons, companies and other organizations whose goods or services may be displayed or referred to
on Zoomsong.com nor for the availability, suitability or prices of such goods and services.
The Website is controlled and offered by Zoomsong from its facilities in the United States of America. Zoomsong makes no representations that the Zoomsong
Website is appropriate or available for use in other locations. Those who access or use the Zoomsong Website from other jurisdictions do so at their own
volition and are responsible for compliance with local law.
11. Indemnity
You agree to defend, indemnify, and hold harmless Zoomsong, its parent corporation, officers, directors, employees and agents, from and against any and all
claims, damages, obligations, losses, liabilities, costs, or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of
and access to the Zoomsong Website; (ii) your violation of any terms of this User Agreement; (iii) your violation of any third party right, including without
limitation any copyright, property, or privacy right; or (iv) any claim that one of your User Submissions caused damage to a third party. This defense
and indemnification obligation will survive this User Agreement and your use of the Zoomsong Website.
12. Ability to Accept User Agreement
You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and
competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this User Agreement, and to abide
by and comply with this User Agreement. In any case, you affirm that you are over the age of 13, as the Zoomsong Website is not intended for children
under 13.
If you are under 13 years of age, then please do not use the Zoomsong Website.
13. Assignment
This User Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by without restriction.
14. General
You agree that: (i) the Website shall be deemed solely based in California; and (ii) the Website shall be deemed a passive website that does not give rise to
personal jurisdiction over, either specific or general, in jurisdictions other than California. This User Agreement shall be governed by the internal substantive
laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and Zoomsong that arises in whole or
in part from the Zoomsong Website shall be decided exclusively by a court of competent jurisdiction located in Orange County, California. This User
Agreement, together with the Privacy Notice at
http://www.zoomsong.com/privacypolicy.aspx and any other legal notices published
by Zoomsong on the Website, shall constitute the entire agreement between you and Zoomsong concerning the Zoomsong Website. If any provision of this
User Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions
of this User Agreement, which shall remain in full force and effect. No waiver of any terms of this User Agreement shall be deemed a further or continuing
waiver of such term or any other term, and Zoomsong's failure to assert any right or provision under this User Agreement shall not constitute a waiver
of such right or provision. Zoomsong reserves the right to amend this User Agreement at any time and without notice, and it is your responsibility to review
this User Agreement for any changes. Your use of the Zoomsong Website following any amendment of this User Agreement will signify your assent to and acceptance of its revised terms.
YOU AND ZOOMSONG AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ZOOMSONG WEBSITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE
OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
I HAVE READ THIS AGREEMENT AND AGREE TO ALL OF THE PROVISIONS CONTAINED ABOVE.