I. Overview of the Service

The Zoints profile system ("the Service") enables individuals and members of online communities to design and share personal profiles for the purpose of interacting and communicating with others. The Zoints profile system is owned and managed by Zoints Inc. By clicking "I Agree" or by using the Service, you agree to adhere to the terms and conditions set forth below ("Agreement").

This Agreement stipulates the legally binding terms that govern your use of the Service. We reserve the right, at our sole discretion, to modify these Terms of Service at any time. Changes will be effective when posted on the Zoints website, and no further notice will be required. You are responsible for reviewing these Terms of Service periodically, and your continued use of the Service after any changes to this Agreement will indicate your acceptance of the new Terms. If you do not agree with these Terms of Service or any future revisions we make, please discontinue use of the Service and do not access the Zoints website. You are authorized to use the Service only if you agree to abide by these Terms of Service and any applicable laws. Membership in the Service is void where prohibited.

The Zoints Privacy Policy and DMCA Policy are incorporated into this Agreement by reference and provide additional terms and conditions related to usage of the Service.

II. Usage of the Service

By using the Service, you represent that you are at least thirteen years of age or older, that the registration information you submitted is true and accurate to the best of your knowledge, and that your use of the Service does not violate any applicable law. If you are younger than thirteen years of age, you are not authorized to use the Service. Zoints reserves the right to terminate your membership at any time, for any reason, and without warning or liability. You also have the right to remove your profile from the Zoints website at any time, for any reason.

You must create a password to use in accessing your Zoints account. You are responsible for any activity on your account, and for maintaining the confidentiality of your password. We highly recommend that you do not share your password with anyone.

You also agree not to use another User's account or password at any time, with or without that User's consent. Zoints is not responsible for losses incurred by Users as the result of password misuse or negligence. None of our employees or employees of our affiliates will contact you via phone or e-mail requesting your password. If you are contacted by anyone requesting this information, or suspect that your account has been compromised, please contact us immediately via http://zoints.com/support.z.

By accepting the terms of this Agreement, you acknowledge that the Zoints profile system is for the personal use of individuals, and may not be used in connection with any commercial endeavors. The only exception will be for 501(c)(3) charitable organizations who have obtained our express written permission prior to creating a profile (for information or to apply for this exemption, please contact charities@zoints.com).

By accepting the terms of this agreement, you represent, warrant and agree that no materials of any kind submitted through your account will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material. You agree to pay for all royalties, fees, and any other monies owing any person by reason of any photos, messages, or other information posted by you to or through the Service. For additional information regarding protected material, please consult the Zoints DMCA Policy.

You agree not to use the Service or the website to:

• impersonate any person or entity, or falsely state or otherwise misrepresent yourself or your affiliation with any person or entity;
• intimidate or harass another User;
• use or attempt to use another's account, service or system, or create a false identity on the Service or the website;
• collect email addresses or other contact information of Zoints Users by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications ("spam");
• use automated scripts to collect information (including Content and User data) from the Service or the website for any other purpose, including but not limited to unauthorized framing of or linking to the website and unauthorized advertising
• upload, post, email, transmit or otherwise make available 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;
• upload, post, email, transmit or otherwise make available any content that we deem to be harmful, threatening, abusive, harassing, vulgar, obscene, hateful, or racially, ethnically or otherwise objectionable (see "Prohibited Content" for additional details)

You accept that you may not use the Service or the website in any unlawful manner or in any other manner that could damage, disable, overburden or impair it.

Commercial advertisements, affiliate links, and other forms of solicitation are prohibited. These items will be removed from Member profiles without notice and may result in termination of your Zoints membership. Appropriate legal action will be taken for any illegal or unauthorized use of the Services.

III. Content Rights and Restrictions

You acknowledge that Zoints retains all proprietary rights in the Zoints website and the Service, including but not limited to design, text, graphics, other files, and their selection and arrangement (the "Content"). All trademarks, service marks, and logos on the Zoints website are either trademarks or registered trademarks of Zoints or its licensors. Unless information is in the public domain or you have obtained prior written permission to do so, you may not modify, distribute, reproduce, republish, or sell any such Content. You may download or print a copy of any portion of the Content solely for your personal, non-commercial use, provided that you keep all copyright or other proprietary notices intact. You may not republish Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation. Any other use of the Content is strictly prohibited.

Residual or backup copies of the Content posted by Zoints Users may remain on our servers after it has been removed from the Service, and we reserve the right to retain those copies.

We reserve the right to revoke/require you to change your user name/subdomain if it is related to a trademark or copyrighted entity, or if we have a valid business need to use that subdomain.

IV. Copyright Policy

Zoints respects the intellectual property rights of other parties. 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 our Service in a way that constitutes copyright infringement, please send an email to copyright@zoints.com including 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 Web site
• 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
• 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.

By default, the contact information you include in your Zoints profile will be hidden from other users. You take full responsibility for any information you elect to share with your user groups via our permissions system. Your public profile may not contain any photographs containing nudity, or obscene, lewd, excessively violent, harassing, sexually explicit or otherwise objectionable subject matter. Despite this prohibition, profiles created by other Zoints Users may contain inaccurate, inappropriate, offensive or sexually explicit material, products or services, and Zoints assumes no responsibility or liability for this material. If you become aware of misuse of the Services by any person, please click on the "Report Profile" link at the top right of the page, and provide us with a detailed description of the issue or questionable content.

Zoints reserves the right to monitor, review, and delete any content that in our sole judgment violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Members. We assume no responsibility for monitoring the Service for inappropriate Content. If at any time Zoints chooses to monitor the Service, we nonetheless assume no responsibility for the Content, no obligation to modify or remove inappropriate Content, and no responsibility for the conduct of any User posting such Content.

We may investigate and take appropriate legal action in our sole discretion against anyone who violates this Agreement, including without limitation, removing the offending communication from the Service and terminating the membership of such violators.

The following is a partial list of the type of Content that is prohibited or illegal to post on or through the Service. Such Content includes, but is not limited to content that:

• is patently offensive to the online community, such as Content that promotes racism, bigotry , hatred or physical harm of any kind against any group or individual;
• harasses or advocates harassment of another person; involves the transmission of "junk mail", "chain letters," or unsolicited mass mailing or "spamming";
• displays pornographic or sexually explicit material of any kind; provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits personal information from anyone under 18;
• contains media that plays automatically without being selected by the viewer
• promotes information that you know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• promotes an illegal or unauthorized copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacturer-installed copy-protect devices, or providing pirated media or links to pirated media files;
• solicits passwords or personal identifying information for commercial or unlawful purposes from other Users;
• contains restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
• provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
• solicits passwords or personal identifying information for commercial or unlawful purposes from other users;
• involves commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes;
• includes a photograph of another person that you have posted without that person's consent

Even though all of this Content is strictly prohibited, there is a small chance that You might become exposed to such items and You further waive Your right to any damages (from any party) related to such exposure.

You must use the Service in a manner consistent with any and all applicable laws and regulations.

You may not engage in advertising to, or solicitation of, other Members to buy or sell any products or services through the Service, including the purchase or sale of Zoints User accounts. You may not transmit any chain letters or junk email to other Members. Although Zoints cannot monitor the conduct of its Members outside of the website, it is also a violation of these rules to use any information obtained from the Service in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any Member without their prior explicit consent. In order to protect our Members from such advertising or solicitation, Zoints reserves the right to restrict the number of emails which a Member may send to other Members in any 24-hour period to a number which Zoints deems appropriate in its sole discretion.

The following is a partial list of the kind of activity that is illegal or prohibited on the website and through your use of the Services. Zoints reserves the right to investigate and take appropriate legal action against anyone who, in our sole discretion, violates this provision, including without limitation, reporting you to law enforcement authorities. Prohibited activity includes, but is not limited to:

• criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, spimming, sending of viruses or other harmful files, copyright infringement, patent infringement, or theft of trade secrets;
• If you breach this Agreement and send unsolicited bulk email, instant messages or other unsolicited communications of any kind through the Services, you acknowledge that you will have caused substantial harm to Zoints, but that the amount of such harm would be extremely difficult to ascertain. As a reasonable estimation of such harm, you agree to pay Zoints $50 for each such unsolicited email or other unsolicited communication you send through the Services;
• covering or obscuring the banner advertisements on your personal profile page, or any Zoints page via HTML/CSS or any other means;
• any automated use of the system, such as using scripts to add contacts;
• interfering with, disrupting, or creating an undue burden on the Services or the networks or services connected to the Services;
• attempting to impersonate another Member or person;
• using the account, username, or password of another Member at any time or disclosing your password to any third party or permitting any third party to access your account; selling or otherwise transferring your profile;
• using any information obtained from the Services in order to harass, abuse, or harm another person; or
• using the Services in a manner inconsistent with any and all applicable laws and regulations.

V. Fees

You acknowledge that Zoints reserves the right to charge for the Services or certain parts thereof, and to change its fees from time to time in its discretion. If your membership is terminated due to a breach of this Agreement, any unused portion of your fees will not be refunded.

VI. Privacy

Use of the Services is also governed by our Privacy Policy, which is incorporated into this Agreement by reference.

VII. Member Disputes

You are solely responsible for your interactions with other Zoints Users. We reserve the right, but have no obligation, to mediate disputes between you and other Members.

VIII. Disclaimers

Zoints is not responsible for any incorrect or inaccurate Content posted on Zoints.com or in connection with the Service, whether posted or caused by Users of the website, Members, or by any of the equipment or programming associated with or utilized in the Zoints website or the Service.

Zoints.com and member profiles may contain links to other web sites. We are not responsible for the content, accuracy or opinions expressed on such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by Zoints. Inclusion of any linked website on Zoints.com does not imply approval or endorsement of the linked website by us. If you choose to access these third-party sites, you do so at your own risk.

We are not responsible for the conduct, whether online or offline, of any user of the website or Member of the Service. Zoints.com and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Zoints assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any User or Member communication. Zoints is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on any of the Services or combination thereof, including any injury or damage to Users or to any person's computer related to or resulting from participation or downloading materials in connection with the Services. Under no circumstances will Zoints be responsible for any loss or damage, including personal injury or death, resulting from anyone's use of the website or the Service, any Content posted on or through the website or the Service or transmitted to Members, or any interactions between users of the website or Members, whether online or offline. THE WEB SITE, THE SERVICE AND THE CONTENT ARE PROVIDED "AS-IS" AND ZOINTS DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. ZOINTS CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE WEBSITE AND/OR THE SERVICE.

IX. Limitation on Liability

EXCEPT IN JURISDICTIONS WHERE SUCH PROVISIONS ARE RESTRICTED, IN NO EVENT WILL ZOINTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE WEB SITE OR THE SERVICE, EVEN IF ZOINTS IS AWARE OR 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 LESSER OF: (A) THE AMOUNT PAID, IF ANY, BY YOU TO ZOINTS FOR THE SERVICE DURING THE TERM OF MEMBERSHIP; AND (B) ONE HUNDRED DOLLARS ($100).

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

Software available in connection with the Services (the "Software") is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using the Software, you represent and warrant that such download or use is not in violation of any such law.

X. Indemnity

You agree to indemnify and hold Zoints, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above and/or if any Content that you post on the Website or through the Services causes Zoints to be liable to another.

XI. No Agency.

There is no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship between Zoints and any User of the Service.

XII. Other.

This Agreement is accepted upon your use of the website or any of the Services and is further affirmed by you becoming a Member. This Agreement (along with the Agreements included by reference) constitutes the entire agreement between you and Zoints regarding the use of the Service. The failure of Zoints to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The section titles in these Terms of Service are for convenience only and have no legal or contractual effect.

Please contact us at info@zoints.com with any questions regarding this Agreement.

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