THIS AGREEMENT GOVERNS YOUR USE AND PURCHASE OF ZENTIERA.COM SERVICES. IF YOU REGISTER FOR A FREE TRIAL FOR SUCH SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
Welcome to Zenbrisa.com, the service for adults to meet each other online and trade massages, operated by Zentiera, LLC, a Delaware limited liability company (the "Company" or "Zenbrisa.com").
b. By accessing the Website or using the Service, you accept this Agreement and agree to the terms, conditions and notices contained or referenced herein and consent to have this Agreement and all notices provided to you in electronic form. Please print a copy of this Agreement for your records. To receive a non-electronic copy of this Agreement, please Contact Us or send a letter and self-addressed stamped envelope with sufficient postage to: Zentiera, LLC, 2711 Centerville Rd., Suite 400, Wilmington, County of New Castle, Delaware 19808, U.S.A., Attention: Legal Department. This Agreement may be modified by the Company from time to time, such modifications to be effective upon posting by the Company on the Website.
c. By using the Service, you consent to receive this Agreement in electronic form by using the Service. To withdraw this consent, you must cease using the Service and terminate your account.
You must be at least 18 years of age to access and use the Service. Any use of the Service is void where prohibited. By accessing and using the Website, you represent and warrant that you have the right, authority and capacity to enter into this Agreement and to abide by all of the terms and conditions of this Agreement. If you become a Member, you represent and warrant that you have never been convicted of a felony and that you are not required to register as a sex offender with any government entity. Using the Service may be prohibited or restricted in certain countries. If you use the Service from outside of the United States, you are responsible for complying with the laws and regulations of the territory from which you access or use the Website or Service.
3. Membership, Zenbrisa Satisfaction Guarantee, and Subscription.
You may register as a Member at no cost on a trial basis free of charge subject to the terms hereunder until the earlier of (a) the end of the free trial period for which you registered to use the Service (the Free-Trial Period), or (b) the start date of any subscription purchased by you for the Service.
In addition to the Free-Trial Period, if you have fully paid for a subscription and are not satisfied with the Service within thirty (30) days from the start date of a subscription purchased by you for the Service (30-Day Refund Period), please contact us immediately to request a cancellation of your subscription and a refund (30-Day Refund Request) and we will provide a full refund of the amount that you actually paid for a subscription that you purchased pursuant to the offer to use the Service (the Paid Subscription Fee) within five (5) business days after we have received your 30-Day Refund Request (the Zenbrisa Satisfaction Guarantee). All 30-Day Refund Requests made under the Zenbrisa Satisfaction Guarantee must be made prior to the expiration of the 30-Day Refund Period and any such requests for refund or any other compensation shall be limited to, and in no event under any circumstances exceed, the amount of the Paid Subscription Fee. If any 30-Day Refund Request is made after the 30-Day Refund Period, you will not be entitled to any refund of the Paid Subscription Fee, any other unused subscription fees, or any other compensation.
As a Member, you may use some, but not all, of the features and services available within the Service. To access or use additional features and services, including the ability to communicate with other Members that are subscribers, you may be required to become a paying subscriber to the Service. The subscription policies that are disclosed to you when you subscribe to the Service are a part of this Agreement and, in the Company sole discretion, are subject to modification or amendment by the Company from time to time. Absent special offers, you acknowledge and agree that, in the Companys sole discretion, if you are (i) not a subscriber, you may not be able to use all the features and services available within the Service, including communicating with other Members, and (ii) a subscriber, non-subscribing Members may not be able to use the Service to communicate with you. A Member profile (both subscribers and non-subscribers) may remain posted on the Website even if that Member is not actively using the Service. You acknowledge that although a Members profile may be viewed, you may not (even as a subscriber) be able to use the Service to communicate with that Member if he or she is not then actively using the Service.
4. Term and Termination.
This Agreement will remain in full force and effect while you use the Service and/or are a Member.
You may change or cancel your membership at any time, for any reason, by following the instructions on the "change/ cancel membership" or similar page on your account Settings" page. You may change or cancel your subscription at any time online by following the instructions on the "Subscription" page on your account Settings" page. You may also cancel your membership by sending the Company written notice of cancellation to Zentiera, LLC, 2711 Centerville Rd., Suite 400, Wilmington, County of New Castle, Delaware 19808, U.S.A., Attention: Legal Department or by email notice of cancellation to Customer Care. If you cancel your membership via the Website, we may ask you to provide a reason for your cancellation. If you cancel your subscription, the Company requires a reasonable amount of time to process the action. If you cancel a subscription, you will enjoy subscription benefits until the end of your then-current subscription commitment, following which your subscription benefits will expire. However, in no event will you be eligible for a refund of any portion of the subscription fees paid for the then-current subscription commitment unless you have timely and validly made a 30-Day Refund Request in which case you will be eligible for a refund of the Paid Subscription Fee.
Canceling a subscription does not automatically cancel your membership. If you are a subscriber and you cancel your subscription but not your membership, unless you elect to hide your profile, you will continue to be a Member in the Service and others may view your profile. If you hide your profile, other Members will not be able to view your profile until you "unhide" your profile. If you cancel your membership, your profile will be removed, and other Members will not be able to view your profile. You will be able to use your current registration information to "unhide" your profile and reactivate your membership for one year. A Member can hide his or her profile or cancel his or her membership and remove their profile at any time by following the instructions contained on the account Settings" page on the Website.
The Company may terminate or suspend your subscription and/or membership in the Service at any time without notice if the Company believes that you have breached this Agreement. Upon such termination or suspension, you will not be entitled to any refund of unused subscription fees and, if applicable, all unpaid subscription amounts and other fees you owe will immediately be due. The Company is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.
After your membership or subscription is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
5. Non-commercial Use by Members.
Except for Massage Activities and Massage Services Ad Postings, the Website and Service is for personal use only and Members may not use the Service in connection with any commercial endeavors not expressly authorized by the Company, such as (i) advertising or soliciting any user to buy or sell any products or services not offered by the Company or (ii) soliciting others to attend parties or other social functions, or networking, for commercial purposes. Users of the Website may not use any information obtained from the Service to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent. Organizations and companies may not use the Service or the Website for any purpose. The Company may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Website, including collecting usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email and unauthorized framing of or linking to the Website.
6. Account Security.
You are responsible for maintaining the confidentiality of the username and password you designate during the registration process, and you are solely responsible for all activities that occur under your username and password. You agree to immediately notify the Company of any disclosure or unauthorized use of your username or password or any other breach of security, and ensure that you log out from your account at the end of each session.
7. Your Interactions with Other Members.
Your agreement to trade massage or perform or receive massage for consideration with any other Member is an agreement between that Member and you and as such is a separate contract from this one in terms of the contracting parties and contract fulfilment (Massage Activities). You should satisfy yourself that the terms under which you individually agree to trade Massage Activities or perform or receive Massage Activities for consideration with any other Member are acceptable to you. Such terms may include costs charged by a Member for performing Massage Activities, sharing or reimbursement of, or charges for, reasonable expenses incurred for a massage session and reimbursement of, or charges for, reasonable expenses incurred by a bodywork giver from a receive-only client. Examples of typical shared, reimbursement, or charged costs may include cost of massage oil/supplies, room rental, and reasonable travel expenses. If any Member expects any massage session costs to be reimbursed or paid for by a Member, such costs should be discussed and agreed to by both parties prior to a meeting.
You hereby agree and acknowledge that should there be any dispute between you and any other Member, you accept that the Company is not liable in any way. Where another Member has failed on his or her agreement with you, you should advise the Company by emailing us at Customer Care with the details so that we may consider that Members status on the Website. You further agree and acknowledge that: (i) it is possible through the improper use and practice of massage to cause temporary and/or permanent bodily injury; (ii) Members of the Website are not vetted or checked or verified for competency to practice massage of any type by the Company and as a Member you assume the risk and accept that you may sustain injury when participating in massage practices with another Website; and (iii) by engaging in massage practices with any Member you release Zenbrisa from any and all liability with respect to any such massage practices.
YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHER MEMBERS. YOU UNDERSTAND THAT THE COMPANY CURRENTLY DOES NOT CONDUCT CRIMINAL BACKGROUND CHECKS OR SCREENINGS ON ITS MEMBERS. THE COMPANY ALSO DOES NOT INQUIRE INTO THE BACKGROUNDS OF ALL OF ITS MEMBERS OR ATTEMPT TO VERIFY THE STATEMENTS OF ITS MEMBERS. THE COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES AS TO THE CONDUCT OF MEMBERS OR THEIR COMPATIBILITY WITH ANY CURRENT OR FUTURE MEMBERS. THE COMPANY RESERVES THE RIGHT TO CONDUCT ANY CRIMINAL BACKGROUND CHECK OR OTHER SCREENINGS (SUCH AS SEX OFFENDER REGISTER SEARCHES), AT ANY TIME AND USING AVAILABLE PUBLIC RECORDS.
The Company is not responsible for the conduct of any Member. As noted in and without limiting Sections 16 and 18 below, in no event shall the Company, its affiliates or its partners be liable (directly or indirectly) for any losses or damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Website or Service including, without limitation, death, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other Members or persons you meet through the Service. You agree to take all necessary precautions in all interactions with other Members, particularly if you decide to communicate off the Website or meet in person, or if you decide to send money to another Member. You understand that the Company makes no guarantees, either express or implied, regarding your ultimate compatibility with individuals you meet through the Service. You should not provide your financial information (for example, your credit card or bank account information), or wire or otherwise send money, to other Members.
You hereby represent and warrant that: (i) you are aware that participation in any Massage Activities is potentially hazardous and entails a risk of physical injury; (ii) you understand and agree that you are voluntarily electing to participate in Massage Activities at your own risk; and (iii) you are not aware of any physical or medical condition that would interfere with your ability to participate in any Massage Activities. IN CONSIDERATION OF YOU BEING PERMITTED TO PARTICIPATE IN THE SERVICE, YOU HEREBY RELEASE AND DISCHARGE EACH OF THE ZENBRISA INDEMNIFIED PARTIES (AS DEFINED BELOW) FROM ANY AND ALL CLAIMS FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING FROM OR IN ANY WAY CONNECTED WITH YOUR PARTICIPATION IN THE MASSAGE ACTIVITIES AND/OR THE SERVICE, INCLUDING, WITHOUT LIMITATION, ENGAGEMENT IN MASSAGE PRACTICES WITH ANY MEMBER, CONTENT THAT YOU PROVIDE TO ANY MEMBER, AND CONTENT THAT YOU MAY RECEIVE FROM ANY MEMBER.
8. Proprietary Rights.
The Company owns and retains all proprietary rights in the Website and the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Website contains the copyrighted material, trademarks, and other proprietary information of the Company and its licensors. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Website or through the Service, without first obtaining the prior written consent of the Company or, if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
9. Content Posted by You on the Website.
You are solely responsible for the content and information that you post, upload, publish, link to, transmit, record, display or otherwise make available (hereinafter, "post") on the Service or transmit to other Members, including emails, videos (including streaming videos), Massage Services Ad Postings, photographs, voice notes, recordings or profile text, whether publicly posted or privately transmitted (collectively, "Content"). Subject to the terms and conditions of this Agreement, a Member who has subscribed and fully paid for a subscription may post an ad for Massage Activities for an Ad Fee during such Members then-current subscription term (Massage Services Ad Posting). The Company may moderate Massage Services Ad Postings in its sole discretion, e.g. by blocking (e.g. IP addresses), filtering, deletion, delay, omission, verification, and/or access/account/license termination. You agree (i) not to bypass said moderation, (ii) the Company is not liable for moderating, not moderating, or representations as to moderating, and (iii) nothing the Company states or does waives its right to moderate, or not. You may not post on the Website or as part of the Service, or transmit to the Company or any other Member (either on or off the Website), any offensive, inaccurate, abusive, obscene, profane, sexually oriented, threatening, intimidating, harassing, racially offensive, or illegal material, or any material that infringes or violates another persons rights (including intellectual property rights, and rights of privacy and publicity). You represent and warrant that all information that you submit upon registration is accurate and truthful and that you will promptly update any information provided by you that subsequently becomes inaccurate, misleading or false.
You understand and agree that the Company may, but is not obligated to, monitor or review any Content you post on the Website or as part of a Service. The Company may delete any Content, in whole or in part, that in the sole judgment of the Company violates this Agreement or may harm the reputation of the Website or the Company. The Company may restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which we deem appropriate in our sole discretion.
By posting Content on the Website or as part of the Service, you automatically grant to the Company, its affiliates, licensees and successors, an irrevocable, perpetual, non-exclusive, fully paid-up, worldwide right and license to (i) use, copy, store, perform, display, reproduce, record, play, adapt, modify and distribute the Content, (ii) prepare derivative works of the Content or incorporate the Content into other works, and (iii) grant and authorize sublicenses of the foregoing in any media now known or hereafter created. You represent and warrant that any posting and use of your Content by the Company will not infringe or violate the rights of any third party.
In addition to the types of Content described in Section 9(a) above, the following is a partial list of the kind of Content that is prohibited on the Website. You may not post, upload, display or otherwise make available Content that:
promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
advocates harassment or intimidation of another person;
is intended to defraud other users of the Website or Service;
involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming" (or "spimming", "phishing", "trolling" or similar activities);
promotes information that is false or misleading, or promotes illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
promotes an illegal or unauthorized copy of another persons copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices, or providing pirated images, audio or video, or links to pirated images, audio or video files;
contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minors legal guardian);
contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
provides material that exploits people in a sexual, violent or other illegal manner, or solicits personal information from anyone under the age of 18;
provides instructional information about illegal activities such as making or buying illegal weapons or drugs, violating someones privacy, or providing, disseminating or creating computer viruses;
contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices;
impersonates, or otherwise misrepresents affiliation, connection or association with, any person or entity;
provides information or data you do not have a right to make available under law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information);
disrupts the normal flow of dialogue, causes a screen to "scroll" faster than other users are able to type, or otherwise negatively affects other users ability to engage in real time exchanges;
solicits passwords or personal identifying information for commercial or unlawful purposes from other users or disseminates another persons personal information without his or her permission; and
publicizes or promotes commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes.
The Company reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates this provision, including removing the offending communication from the Website or Service and terminating or suspending the membership of such violators.
Your use of the Website and Service, including all Content you post through the Service, must comply with all applicable laws and regulations. You agree that the Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Website in the future; or (v) protect the rights, property or personal safety of the Company or any other person.
You may not post any telephone numbers, street addresses, last names, URLs or email addresses in areas of your Member profile that may be viewed by other Members. You agree that any Content you place on the Website to be viewed by other Members may be viewed by any person visiting the Website or participating in the Service.
You agree and acknowledge that (i) we cannot ensure the security or privacy of information that you provide through the Internet and your email messages, and you release the Company from any and all liability in connection with the use of such information by other parties; (ii) the Company is not responsible for, and cannot control, the use by others of any Content that you provide to them and you should use caution in selecting the personal information that you post on the Website or provide to others through the Service; and (iii) the Company does not assume any responsibility for the Content provided by any Member of the Service, and you release the Company from any and all liability in connection with the Content of any communications you may receive from other Members. The Company does not guarantee, nor assume any responsibility for verifying, the accuracy of the Content provided by Members of the Service.
10. Prohibited Activities.
The Company, in its sole discretion, reserves the right to investigate and/or terminate your membership if you have misused the Service or behaved in a way the Company regards as inappropriate or unlawful, including actions or communications that occur off the Website but involve Members you meet through the Service. The following is a partial list of the type of actions that you may not engage in with respect to the Service. You will not:
impersonate any person or entity.
fail or repeatedly fail to perform your agreement with other Members with respect to Massage Activities.
post any Content that is prohibited by Section 9.
"stalk" or otherwise harass any person.
express or imply that any statements you make are endorsed by the Company without our specific prior written consent.
ask or use Members to conceal the identity, source, or destination of any illegally gained money or products.
use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Website, Service or its contents.
collect usernames and/or email addresses of members by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website.
interfere with or disrupt the Service or the Website or the servers or networks connected to the Service or the Website.
email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Website or Service (either directly or indirectly through use of third party software).
"frame" or "mirror" any part of the Service or the Website, without the Company's prior written authorization.
use meta tags or code or other devices containing any reference to the Company, the Website or the Service (or any trademark, trade name, service mark, logo or slogan of the Company) to direct any person to any other website for any purpose.
modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Website or any software used on or for the Service or the Website, or cause others to do so.
post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Website or the Service other than solely in connection with your use of the Service in accordance with this Agreement.
11. Customer Service.
The Company provides assistance and guidance through its customer care representatives. When communicating with our customer care representatives (whether over the telephone, or via email or letter), you agree to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, or to not otherwise behave inappropriately. Telephone calls between you and our customer care representatives may be recorded for quality assurance purposes. If we feel that your behavior towards any of our customer care representatives or other employees is at any time threatening or offensive, we reserve the right to immediately terminate your membership and you will not be entitled to any refund of unused subscription fees.
12. Subscriptions; Charges on Your Billing Account.
The Company bills you through an online account (your "Billing Account") for use of the Service or any Massage Services Ad Posting. Unless otherwise noted, fees for a subscription and fees for a Massage Services Ad Posting (Ad Fee) are in US dollars; tax is additional. You agree to pay the Company all charges at the prices you agreed to for any use of the Service by you or other persons (including your agents) or for any Massage Services Ad Posting using your Billing Account, and you authorize the Company to charge your chosen payment provider (your "Payment Method") for the Service or any Massage Services Ad Posting. You agree to make payment using that selected Payment Method. The Company may correct any billing errors or mistakes that it makes even if it has already requested or received payment. This Section 12 includes any agreements you made with the Company on the Website when becoming a Member or subscribing to the Service or posting a Massage Services Ad Posting. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If you initiate a chargeback or otherwise reverse a payment made with your Payment Method, the Company may in its discretion terminate your account immediately. If the Company successfully disputes the reversal, and the reversed funds are returned, you are not entitled to a refund or to have your account or subscription reinstated. To the extent permitted by law, Ad Fees are nonrefundable, even for posts we remove. The Company, in its sole discretion, may refuse purchases for any Massage Servcies Ad Posting, which may place a hold on your account.
Your subscription will continue indefinitely until cancelled by you. After your initial subscription commitment period, and again after any subsequent subscription period, your subscription will automatically continue for an additional equivalent period, at the price you agreed to when subscribing. You hereby agree that your account will be subject to this automatic renewal feature. If you do not wish your account to renew automatically, or if you want to change or terminate your subscription, please log in and go to account "Settings" on the Website and follow the directions contained therein. If you cancel your subscription, you may use your subscription until the end of your then-current subscription term; your subscription will not be renewed after your then-current term expires. However, you wont be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. By subscribing, you hereby authorize the Company to charge your Payment Method now and again at the beginning of any subsequent subscription period. You also hereby authorize the Company to charge you for any sales or similar taxes that may be imposed on your subscription payments. Upon the renewal of your subscription, if the Company does not receive payment from your Payment Method provider, you agree to pay all amounts due on your Billing Account upon demand and/or you agree that the Company may either terminate or suspend your subscription and continue to attempt to charge your Payment Method provider until payment is received (upon receipt of payment, your account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
You must provide current, complete and accurate information for your Billing Account. You must promptly update all information to keep your Billing Account current, complete and accurate (such as a change in billing address, card number or expiration date), and you must promptly notify the Company if your Payment Method is canceled (including if you lose your card or it is stolen), or if you become aware of a potential breach of security (such as an unauthorized disclosure or use of your name or password). Changes to such information can be made at "Account Settings" on the Website. If you fail to provide the Company any of the foregoing information, you agree that you are responsible for fees accrued under your Billing Account. In addition, you authorize us to obtain updated or replacement expiration dates and card numbers for your credit or debit card as provided by your credit or debit card issuer.
13. Modifications to Service.
The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Website or the Service (or any part thereof) with or without notice. You agree that the Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service. To protect the integrity of the Website or the Service, the Company reserves the right at any time in its sole discretion to block users from certain IP addresses from accessing the Website or Service.
14. Copyright Policy; Notice and Procedure for Making Claims of Copyright Infringement.
You may not post, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior written consent of the owner of such proprietary rights. Without limiting the foregoing, if you believe that your work has been copied and posted on the Service in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;
a description of the copyrighted work that you claim has been infringed;
a description of where the material that you claim is infringing is located on the Website (and such description must be reasonably sufficient to enable the Company to find the alleged infringing material, such as a url);
your address, telephone number and email address;
a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf.
Notice of claims of copyright infringement should be provided to the Companys Copyright Agent at [support@Zenbrisa.com] or the following address: Zentiera, LLC, 2711 Centerville Rd., Suite 400, Wilmington, County of New Castle, Delaware 19808, U.S.A., Attention: Legal Department. The Company will terminate the accounts of repeat infringers.
15. Communications and Test Profiles.
You acknowledge and agree that neither the Company nor its affiliates and third party partners are responsible for and shall not have any liability, directly or indirectly, for any loss or damage, including personal injury or death, as a result of or alleged to be the result of (i) any incorrect or inaccurate Content posted on the Website or provided in connection with the Service, whether caused by Members or any of the equipment or programming associated with or utilized in the Website or Service; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any Content, communications or personalization settings; (iii) the conduct, whether online or offline, of any Member; (iv) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any user or Member communications; or (v) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to Members or to any other person's computer related to or resulting from participating or downloading materials in connection with the Internet and/or in connection with the Service. TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, THE COMPANY PROVIDES THE WEBSITE AND THE SERVICE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND, EXCEPT FOR THE ZENBRISA SATISFACTION GUARANTEE (AS SET FORTH IN SECTION 3(B) ABOVE), GRANTS NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICE OR THE WEBSITE (INCLUDING ALL CONTENT CONTAINED THEREIN), INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR SERVICE WILL BE UNINTERRUPTED OR ERROR FREE, SECURE OR THAT ANY DEFECTS OR ERRORS ON THE WEBSITE OR IN THE SERVICE WILL BE CORRECTED. THE COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A MEMBER OR THIRD PARTY THROUGH THE WEBSITE, SERVICE, OR ANY HYPERLINKED WEBSITE OR SERVICE, AND THE COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND A MEMBER OR THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE OR WEBSITE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS AND CAUSES OF ACTION WITH RESPECT TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, INTERNET ACCESS, DOWNLOAD OR DISPLAY DEVICE, OR LOSS OR CORRUPTION OF DATA THAT RESULTS OR MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL. IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO DOWNLOAD OR OBTAIN ANY MATERIAL THROUGH THE SERVICE OR WEBSITE.
From time to time, the Company may make third party opinions, advice, statements, offers, or other third party information or content available on the Website and/or through the Service. All third party content is the responsibility of the respective authors thereof and should not necessarily be relied upon. Such third party authors are solely responsible for such content. THE COMPANY DOES NOT: (I) GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY THIRD PARTY CONTENT ON THE WEBSITE OR PROVIDED THROUGH THE SERVICE, OR (II) ADOPT, ENDORSE OR ACCEPT RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE BY ANY PARTY THAT APPEARS ON THE WEBSITE OR SERVICE. UNDER NO CIRCUMSTANCES WILL THE COMPANY OR ITS AFFILIATES BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE RESULTING FROM YOUR RELIANCE ON INFORMATION OR OTHER CONTENT POSTED ON THE WEBSITE OR SERVICE, OR TRANSMITTED TO OR BY ANY MEMBERS.
MANY JURISDICTIONS HAVE LAWS PROTECTING CONSUMERS AND OTHER CONTRACT PARTIES, LIMITING THEIR ABILITY TO WAIVE CERTAIN RIGHTS AND RESPONSIBILITIES. THE COMPANY RESPECTS SUCH LAWS; NOTHING HEREIN SHALL WAIVE RIGHTS OR RESPONSIBILITIES THAT CANNOT BE WAIVED.
In addition to the preceding paragraph and other provisions of this Agreement, any advice that may be posted on the Website or through the Service is for informational purposes only and is not intended to replace or substitute for any professional financial, medical, legal, or other advice. The Company makes no representations or warranties and expressly disclaims any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Website or Service. If you have specific concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.
The Website may contain, and the Service or third parties may provide, advertisements and promotions offered by third parties and links to other web sites or resources. You acknowledge and agree that the Company is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, information, statements, advertising, goods or services, or other materials on or available from such websites or resources. Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Website or Service, 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 third party. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of, or reliance upon, any such content, information, statements, advertising, goods or services or other materials available on or through any such website or resource.
18. Limitation on Liability.
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, ITS AFFILIATES, BUSINESS PARTNERS, LICENSORS OR SERVICE PROVIDERS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, RELIANCE, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OR CORRUPTION OF DATA OR PROGRAMS, SERVICE INTERRUPTIONS AND PROCUREMENT OF SUBSTITUTE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO THE COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP. YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO USE OF THE WEBSITE OR SERVICE OR THE TERMS OF THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
19. Arbitration and Governing Law.
The exclusive means of resolving any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), the Service, or the Website shall be BINDING ARBITRATION administered by the American Arbitration Association. The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against the Company in a small-claims court of competent jurisdiction. But whether you choose arbitration or small-claims court, you may not under any circumstances commence or maintain against the Company any class action, class arbitration, or other representative action or proceeding.
By using the Website or the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and the Company (except for matters that may be taken to small-claims court). YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION OR OTHER CLASS PROCEEDING. Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons. For details on the arbitration process, see our Arbitration Procedures, which are incorporated by reference into this Agreement and available on the Website.
Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against the Company (except for small-claims court actions) may be commenced only in the federal or state courts located in New Castle County, Delaware, U.S.A. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
This Agreement, and any dispute between you and the Company, shall be governed by the laws of the state of Delaware regardless of your location or any conflict or choice of law principle, provided that this arbitration agreement shall be governed by the Federal Arbitration Act.
20. Indemnity by You.
You hereby agree to defend, indemnify, and hold forever harmless the Company and its officers, directors, managers, members, successors, assigns, representatives, affiliates, and agents, and each of them (collectively, the Zenbrisa Indemnified Parties), against and in respect of any and all any claims, demands, losses, costs, expenses, obligations, liabilities, actions, causes of action, judgments, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorneys fees, made by any third party due to or arising out of (a) your breach of or failure to comply with this Agreement (including, without limitation, any breach of your representations and warranties contained herein), (b) any postings or Content you post on the Website or as a result of the Service, (c) any charges or complaints made by any Member of the Service and any other third party against you in connection with your activities on the Site or use of the Service, and (d) the violation of any law or regulation by you. The Company reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with the Company in connection therewith.
The Company may provide you with notices, including those regarding changes to this Agreement, using any reasonable means now known or hereafter developed, including by email, regular mail, SMS, MMS, text message or postings on the Website. Such notices may not be received if you violate this Agreement by accessing the Service in an unauthorized manner. You agree that you are deemed to have received any and all notices that would have been delivered had you accessed the Service in an authorized manner.
22. Entire Agreement; Other.
This Agreement is subject to change by the Company at any time. If you are a non-subscribing Member at the time of any change, the revised terms will be effective upon posting on the Website and your use of the Service after such posting will constitute acceptance by you of the revised Agreement. If you are a subscribing Member at the time of any change, the then-existing Agreement will continue to govern your membership until such time that you renew your subscription as contemplated by Section 12. If you continue your subscription, your renewal will constitute acceptance by you of the revised Agreement. Alternatively, if you terminate your subscription at such time, your use of the Service after your termination will constitute acceptance by you of the Agreement.
24. Special State Terms.
The following provisions are added to this Agreement for subscribers residing in Arizona, California, Connecticut, Illinois, Iowa, Minnesota, New York, North Carolina, Ohio and Wisconsin:
You, the buyer, may cancel this agreement, without penalty or obligation, at any time prior to midnight of the third business day following the original date of this contract, excluding Sundays and holidays. To cancel this agreement, mail or deliver a signed and dated notice which states that you, the buyer, are canceling this agreement, or words of similar effect. This notice shall be sent to: Zentiera, LLC, 2711 Centerville Rd., Suite 400, Wilmington, County of New Castle, Delaware 19808, U.S.A., Attention: Legal Department. Please include your Zenbrisa.com username and email address in any correspondence or your refund may be delayed. If you cancel, Zenbrisa.com will return, within ten days of the date on which you give notice of cancellation, any payments you have made. If you send or deliver the notice to cancel your subscription agreement within such three day period, we will refund the full amount of your subscription.
In the event that you die before the end of your subscription period, your estate shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your death. In the event that you become disabled (such that you are unable to use the Services of Zenbrisa.com) before the end of your subscription period, you shall be entitled to a refund of that portion of any payment you had made for your subscription which is allocable to the period after your disability by providing the company notice at the same address as listed above.
THE PARTIES SPECIFICALLY AGREE THAT THE PERFORMANCE OF THIS AGREEMENT, IN ALL OF ITS ASPECTS, DOES NOT TAKE PLACE OUTSIDE THE JURISDICTION OF THE STATE OF DELAWARE, USA.
1. Overview. Arbitration is an alternative to litigation where a neutral person (the arbitrator) hears and decides the parties dispute. Arbitration proceedings are designed to provide parties with a fair hearing in a manner that is faster and less formal than court proceedings. The following procedures (the Arbitration Procedures) are applicable to all arbitration proceedings involving you and Zenbrisa.com.
2. Pre-Arbitration Dispute Resolution. Zenbrisa.com is always interested in resolving disputes amicably and efficiently. So before you commence an arbitration, we suggest that you contact us to explain your complaint, as we may be able to resolve it without the need for arbitration. You may online or at Zentiera, LLC, 2711 Centerville Rd., Suite 400, Wilmington, County of New Castle, Delaware 19808, U.S.A., Attention: Legal Department.
3. Administrator. The administrator for the arbitration is the American Arbitration Association (AAA), a non-profit organization that is not affiliated with Zenbrisa.com. The AAA facilitates, but does not itself conduct, the arbitration. The arbitrator who will hear and decide your dispute will be chosen from the AAAs roster of neutral arbitrators. For information on the AAA and the AAAs rules and fees for consumer disputes, please visit its website at http://www.adr.org.
4. Applicable Rules. The arbitration will be governed by the AAAs Consumer Arbitration Rules (the AAA Rules), as modified by these Arbitration Procedures. To obtain copies of the AAAs Rules and the related AAAs Fee Schedule, please visit the AAA website at https://www.adr.org/aaa/faces/rules/searchrules. If there is any inconsistency between the AAA Rules and these Arbitration Procedures, the Arbitration Procedures will control. However, if the arbitrator determines that strict application of the Arbitration Procedures would not result in a fundamentally fair arbitration, the arbitrator may make any order necessary to provide a fundamentally fair arbitration that is consistent with the AAA Rules.
5. Commencing an Arbitration. To commence an arbitration against Zenbrisa.com, you must complete a short form, submit it to the AAA, and send a copy to Zenbrisa.com at Zentiera, LLC, 2711 Centerville Rd., Suite 400, Wilmington, County of New Castle, Delaware 19808, U.S.A., Attention: Legal Department. To learn more about commencing an arbitration and to obtain a form to institute arbitration, see the AAAs claim filing page and its guide on Representing Yourself in Arbitration at the AAA website. You may represent yourself in the arbitration or have a lawyer act on your behalf. Upon receipt of an arbitration claim, Zenbrisa.com may assert any counterclaims it may have against the complaining party.
6. Fees. You are responsible for paying your portion of the fees set forth in the AAAs fee schedule for consumer disputes. Zenbrisa.com will pay all remaining fees. If your claim against Zenbrisa.com is for less than $1,000, we will pay all fees. If you believe you cannot afford the AAAs fee, you may apply to the AAA for a fee waiver.
7. Selection of the Arbitrator. The parties, using the AAAs standard procedures, will select a single arbitrator from a roster of neutrals prepared by the AAA.
8. Discovery. Each party may (a) request relevant, non-privileged documents from the other party; and (b) request that the other party provide the particulars of its claims or defenses. Any such discovery requests must be served on the other party within 10 days after the arbitrators appointment. The responding party shall provide the requesting party with all responsive, non-privileged documents, the requested particulars, and/or any objections to the requests within 15 days after receipt of the requests. Any disputes about discovery or requests for extensions shall be submitted promptly to the arbitrator for prompt resolution. In ruling on any discovery dispute or extension request, the arbitrator shall take into consideration the nature, amount, and scope of the underlying arbitration claim, the cost and other effort what would be involved in providing the requested discovery, the case schedule, and whether the requested discovery is necessary for the adequate preparation of a claim or defense.
9. Communications with the Arbitrator. Whenever communicating with the arbitrator, the parties must include each other for example, by including the other party on a telephone conference call and copying the other party on any written submissions, such as letters or emails. To the extent practicable, conferences with the arbitrator will take place by telephone conference call or email. Ex parte communications are not permitted with any arbitrator.
10. Confidentiality. Upon either partys request, the arbitrator will issue an order requiring that confidential information of either party disclosed during the arbitration (whether in documents or orally) may not be used or disclosed except in connection with the arbitration or a proceeding to enforce the arbitration award and that any permitted filing of confidential information must be done under seal.
11. Arbitration Award. The arbitrator will render a written decision within 14 days after the hearing or, if no hearing was held, within 30 days after any rebuttal or supplemental statements are due. The decision must clearly specify the relief, if any, awarded and contain a brief statement of the reasons for the award.