I. Overview of the Service

The Zoints Local Profile (“ZLP”) system is a software package that enables website owners to enhance the community experience for their members by setting up an integrated social network that is locally installed and controlled by the website owner. The corresponding Zoints Network (“NETWORK”) allows websites which have the ZLP installed to interact and connect with other ZLP websites via direct connections or through the Zoints.com website. Together, the ZLP and NETWORK comprise the Zoints service (the “SERVICE”). The ZLP is owned by Zoints, Inc (“ZOINTS”) and the NETWORK is both owned and managed by ZOINTS. By clicking “I Agree”, you agree to become a member (“MEMBER”) of the NETWORK and you agree to adhere to the terms and conditions set forth below (the “AGREEMENT”). Such agreement is either on your own behalf or on behalf of any corporate entity which employs you or which you represent (“CORPORATE LISCENSEE”). In this Agreement, 'you' includes both the reader and any Corporate Licensee and ‘ZOINTS’ means Zoints, Inc.
ZOINTS reserves the right to amend this AGREEMENT at any time.

Participation in the SERVICE is voluntary. You may terminate your membership at any time, provided you remove the ZLP package from your website, and do not access the Zoints website.

This AGREEMENT stipulates the legally binding terms that govern your use of the SERVICE. 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, remove the ZLP package from your website, 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 http://zoints.com/privacy-policy.z and Digital Millennium Copyright Act (“DMCA”) Policy http://zoints.com/DMCA.z are incorporated into this AGREEMENT by reference and provide additional terms and conditions related to usage of the SERVICE.

II. Summary of this Software License

The Zoints Local Profile system is a copyrighted work of authorship and is also protected under applicable database laws. Zoints, Inc retains ownership of the software (“SOFTWARE”) and any copies of it, regardless of the form in which the copies may exist. This license is not a sale of the original SOFTWARE or any copies.

• a ZLP license grants you the right to run one instance (a single installation) of the SOFTWARE on one web server and one web site for each license purchased or given by ZOINTS. Each license may power one instance of the SOFTWARE on one domain. For each installed instance of the SOFTWARE, a separate license is required. Modifications to the software or database to circumvent the one-license-one-website rule are prohibited.


• The SOFTWARE is licensed only to you. You may not rent, lease, sublicense, sell, assign, pledge, transfer or otherwise dispose of the Software in any form, on a temporary or permanent basis, without the prior written consent of ZOINTS.


• The license is effective until terminated. You may terminate it at any time by uninstalling the Software and destroying any copies in any form.


• You undertake to;


• ensure that, prior to use of the Software by your employees or agents, all such parties are notified of the terms of this AGREEMENT; and


• hold all data (including object and source codes), software listings and all other information relating to the SOFTWARE confidential and not at any time, during the period of the license or after its expiry, disclose the same whether directly or indirectly to any third party without ZOINTS’ consent.


• All customers must submit the URL where they are using (or plan to use) each license. The URL will be submitted prior to downloading the SOFTWARE.


• The SOFTWARE source code may be altered (at your risk), except those areas expressly forbidden in the code comments. You agree to abide by all comments within the Zoints code, and agree not to edit any portions of the code where specifically prohibited (including, but not limited to, the Zoints navbar., Failure to abide by any of these rules may result in legal action against your website and the removal of the SERVICE from your website.


• All ZOINTS copyright notices within design templates must remain unchanged (and visible).


• You agree not to modify the client forum profile linking system without the express written consent of Zoints Inc., and you agree to keep all links to Zoints.com intact.


• The SOFTWARE may not be used for anything that would represent or is associated with an Intellectual Property violation, including, but not limited to, engaging in any activity that infringes or misappropriates the intellectual property rights of others, including copyrights, trademarks, service marks, trade secrets, software piracy, and patents held by individuals, corporations, or other entities.


• If any of the terms of this Agreement are violated, ZOINTS reserves the right to revoke the license at any time.


• You agree to install the ZLP system in a subdirectory of your forum entitled /z/. Once installed, you agree not to edit the /z/ directory in any way.


• Please read the rest of this AGREEMENT for more details on the SOFTWARE license.

III. 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. You also have the right to remove the ZLP package from your website at any time, for any reason, and doing so will remove your website from the NETWORK.
You must create an account and password to use in accessing the SOFTWARE for installation on your website. 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. ZOINTS is not responsible for losses incurred by website owners or administrators as a 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 ZLP system and all parts of its corresponding code may not be sold, resold, packaged, repackaged, distributed, or redistributed in any way or by any other company without the express written consent of ZOINTS.
By accepting the terms of this AGREEMENT, you acknowledge that the ZLP system will send information from local member profiles that are viewable to general search engine crawlers to the Zoints website. ZOINTS reserves the right to use this information for any purpose that abides by our privacy policy, including but not limited to, building a searchable database for finding members within the NETWORK.
By accepting the terms of this AGREEMENT, you represent, warrant and agree that no materials of any kind submitted through your website 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 http://zoints.com/DMCA.z .
You accept that you may not use the SERVICE or the Zoints website in any unlawful manner or in any other manner that could damage, disable, overburden or impair it.

We reserve the right to terminate membership for ANYTHING we deem to be a violation of our Terms of Service, which would require the removal of the ZLP from the violator’s website.

Appropriate legal action will be taken for any illegal or unauthorized use of the SERVICE.

IV. Content Rights and Restrictions

You acknowledge that ZOINTS retains all proprietary rights in the Zoints website and the SOFTWARE, 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 and SOFTWARE 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.

V. 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 on the Zoints website or within the ZLP system 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 website 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.

ZOINTS assumes 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. ZOINTS assumes no responsibility for monitoring the Content of Member websites.

We may investigate and take appropriate legal action in our sole discretion against anyone who violates this AGREEMENT. For a partial list of the type of prohibited and/or illegal Content and Usage of the profile system, please review our Profile System Terms of Service.

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

VI. Fees

You acknowledge that ZOINTS reserves the right to charge for the SERVICE 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.

VII. Privacy

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

VII. 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 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 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 SERVICE 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 SERVICE. 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 SERVICE (the "Software") is further subject to United States export controls. No Software may be downloaded from the SERVICE 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 SERVICE 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 SERVICE 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 SERVICE (including installation of the ZLP system). 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.