Last revised: Julhe 16, 2019.
We encourage you to share your algorithms and other Content (as defined
below) you own, and we encourage you to use, adapt, and learn from
others’ shared algorithms and other Content. You may, however, as a
Member, decide to keep private some or all of the Content that you
upload to, or write on, Zinnion, including algorithms that you write and
test on Zinnion. If you choose to keep some or all of your Content
https://www.zinnion.com or by going directly to
THIS AGREEMENT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMITS THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Limited License; Use of Services.
Provided that you agree with and comply fully with the provisions of this Agreement, Zinnion grants to you a non-exclusive and non-transferable limited right and license to access the Site and use the Services only for the following purposes: (1) your personal use; (2) educational use at not-for-profit schools, colleges, and universities; and (3) to the extent Zinnion has otherwise expressly authorized in a separate written agreement, applicable to you, for internal business or other purposes. Any and all uses not expressly authorized above or elsewhere in this Agreement are prohibited; and to be clear, this Agreement does not allow you to use the Zinnion Site or Services to provide any content or services to a third party for commercial purposes. Certain features of the Site or Services are available only to users who register for a Zinnion account (“Members”).
You acknowledge and understand that we provide Content, tools and infrastructure designed to allow you to learn, create, test, and use your algorithms and algorithmic trading strategies. To be clear, to the extent Zinnion provides any Content or information containing algorithms or strategies, these are for educational purposes only and should not be regarded as a suggestion to engage in or refrain from any investment-related course of action. You can create your own algorithms or use algorithms made available on the Site as Shared Content (as defined below). Our responsibility for your algorithms or your use of algorithms provided as Shared Content is only as provided herein.
2. Accounts, Passwords and Security.
To become a Member, you must complete the registration process by
providing Zinnion with current, complete and accurate personally
identifiable information, including, without limitation, your real name
and the email address through which we can correspond with you, as
prompted by the applicable registration form. Additionally, you agree to
provide Zinnion with current, complete and accurate information about
your accounts maintained at other web sites, to the extent provided in
response to the requests in our “add account” setup forms. You further
agree to keep any registration information you provide to Zinnion
https://www.zinnion.com/docs/privacy-policy, for more
information about our information collection and use practices.
Individuals under the age of 13 are not permitted to register for any
account or use other interactive features of the Site. As part of the
registration process, you are asked to select a username and password.
You are entirely responsible for maintaining the security and
confidentiality of your account information, including your username and
password. FURTHERMORE, YOU ARE ENTIRELY RESPONSIBLE FOR ANY AND ALL
ACTIVITIES AND CONDUCT, WHETHER BY YOU OR ANYONE ELSE, THAT ARE
CONDUCTED THROUGH YOUR ACCOUNT. We may hold you liable for any losses
incurred by Zinnion or any other party due to someone else’s use of your
account or password. You agree to notify Zinnion immediately upon your
becoming aware of any unauthorized use of your account or any other
breach of security involving your account. Zinnion will not be liable
for any loss that you or any other party may incur as a result of
someone else’s use of your password or account, either with or without
3. Prohibited Activities.
We use the term “Content” to mean entire or partial algorithms, code and code segments, trading strategies, data transformations, data analysis and manipulation functions, tools, software, data, databases, text, lectures, messages, images, graphics, video files, audio files, ideas and other information and materials. We use the term “Shared Content” to mean the Content (other than third party data) that we, you, or other Members of Zinnion post in “Common Areas” which are areas accessible to all Members of the Site and Services, but do not include areas accessible only to you, such as your private algorithms and personal account pages, or areas where you allow only selected Members to access your Content. Third party data is subject to the terms and conditions of the provider of such data. Other than as provided at the end of this Section in respect of Shared Content, you acknowledge and agree that you will not:
- copy, modify, publish, transmit, distribute, transfer or sell, create derivative works of, or in any way exploit, any of the Content accessible through the Site not submitted or provided by you, including by use of any robot, spider, scraper, scripting, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology, unless you obtain Zinnion’s prior written consent;
- use the Site or Services to advertise, market, sell, or otherwise promote any commercial enterprise that you own, are employed by or are otherwise compensated by, either directly or indirectly;
- use any engine, software, tool, agent or other device or mechanism to navigate or search the Site, other than the search engines and agents available through the Service and other than generally available third party web browsers;
- copy, reverse engineer, reverse assemble, otherwise attempt to discover the source code, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any data, software, or other Content, information, products or services obtained through the Site or the Services;
- access the Site or use the Services by any means other than through Zinnion-provided or approved interfaces;
- post, upload, or transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable or which may invade another's right of privacy or publicity;
- post, upload, or transmit any data or other Content that contains a virus, worm, Trojan horse, or any other contaminating or destructive feature;
- post, upload, or transmit data or other Content in violation of any law, rule, regulation, code, statute, ordinance, order of any court or other governmental authority, or any agreement or fiduciary relationship, including but not limited to proprietary or confidential information of others;
- use any of the Site’s or Service's communications features in a manner that adversely affects the availability of its Content or resources to other users;
- post, upload, or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation or any non-resumé information such as opinions or notices, commercial or otherwise;
- access or use the Site or Services to intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated under any such law;
- post, upload, or transmit any data or other Content that infringes, violates or misappropriates any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any third party or violates a third party’s right of privacy or publicity;
- manipulate or otherwise display or obstruct portions of the Site and/or the Services by using framing or similar navigational technology;
- register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Zinnion product or Service if you are not expressly authorized by such party to do so;
- use the Site and/or the Services for any purpose that is unlawful or prohibited by these terms and conditions;
- use the Site or the Services in any manner that could damage, disable, overburden or impair Zinnion’s servers or networks, or interfere with any other user's use and enjoyment of the Site and/or the Services;
- attempt to gain unauthorized access to any of the Site, Services, accounts, computer systems or networks connected to Zinnion through hacking, password mining or any other means;
- obtain or attempt to obtain any Content through any means not intentionally made available to you by Zinnion or as provided as Shared Content through the Site or the Services; or
- knowingly provide any Content that is false or inaccurate or will become false or inaccurate at any time.
Notwithstanding the prohibition on any of the above activities, we want to foster a community where Members exchange and share Content that they have the right to make public. Accordingly, you are permitted to copy, modify, use, comment on and / or republish, both on and off the Site and Services, reasonable amounts of Shared Content posted by another Member or by Zinnion for the following purposes consistent with our mission to help people write, test and improve their algorithms: (1) your personal use; (2) educational use at not-for-profit schools, colleges, and universities; and (3) to the extent Zinnion has expressly authorized in a separate written agreement, applicable to you, for internal business or other purposes. If you do copy, modify, comment on or republish Shared Content posted by another Member or Zinnion, you must (a) attribute authorship of that Shared Content to such Member or Zinnion and (b) provide the link to the appropriate URL on the Site at which you accessed the Shared Content. All comments that you post to the Site should be respectful of others and in all cases subject to the restrictions and guidelines of good behavior outlined in this Section 3. To be clear, the license to copy, modify and / or republish any Content that you have not authored is limited to the Shared Content posted by another Member or by Zinnion for the above-stated purposes and use. You are not permitted, and are expressly prohibited from copying, modifying, and republishing the Content of Zinnion and its other Members except as expressly permitted above. Should a question arise in the future as to what does or does not constitute Shared Content, or how it may be used, you may contact us per the last bullet of Section 16 of this Agreement. We also reserve the right to provide public or individual notice about this issue and in any case Zinnion’s decision about Shared Content will control.
We reserve the right to cancel your account with us, without any notice to you as provided in Section 19, if we suspect any violation of any of the terms of this Agreement.
4. No Liability for Shared Content or Third Party Content.
A portion of the Content contained on the Site or Services not in the nature of Shared Content may be supplied by third parties (“Third Party Content”), including, without limitation, data providers, advertisers, and Members. Zinnion is a distributor (and not a publisher) of such Third Party Content. Except to the extent that Zinnion seeks to enforce its rights under any of the terms of this Agreement, Zinnion does not have editorial control over any Shared Content or Third Party Content. Any reliance you place on Shared Content or Third Party Content is therefore at your own risk. Any Shared Content, Third Party Content, including, without limitation, such Content in the nature of opinions, advice, statements, services, offers, data or other information, expressed or made available on the Site or through the Services are those of the respective authors or distributors thereof, and not Zinnion. Neither Zinnion nor any third-party provider or distributor of data on or through the Site or Services guarantees, endorses, or is otherwise responsible or liable for the accuracy, completeness, timeliness, reliability, availability, or usefulness of any Content accessible through the Site or Services. Zinnion may remove any Content, Shared Content, or Third Party Content suspected to be in violation of the terms of this Agreement.
5. Proprietary Rights.
You retain ownership of all Content you submit, post, display, or otherwise make available on the Site or Services.
- If necessary in the course of providing technical support or other maintenance of the Site or Services; provided that, wherever possible, any access by Zinnion for technical support or maintenance purposes will be restricted to the very specific technical purpose relevant to such support or maintenance;
- In order to comply with any applicable legal or regulatory requirements or order of any court order or governmental authority;
- In the event that we consider, in our discretion, that such Content may present a security risk;
- In the event that we consider, in our discretion, that such Content may be relevant to Zinnion’s defense in any legal proceeding.
Additionally, in accordance with Zinnion's efforts to support the creation of high-quality strategies in which to invest, we may review the results of your backtests and the performance and other "data exhaust" of your Content. Such performance information includes, but is not restricted to, returns and risk measurements of any backtest executed with the Content. We may generate additional performance data from your Content for the purposes of (a) verifying that software platform changes do not change or break your algorithm or (b) analyzing standardized performance results. You further agree that Zinnion may reproduce, store, and create derivative works from your Private Content or other Content necessary to evaluate your algorithm. Any testing, evaluation, reproduction or other use will be done with the spirit and intent of protecting your Content. We may also share anonymized and/or aggregated algorithm performance statistics with third parties. Any such external or third party usage of performance data will not be authorized to the extent such usage of performance data would reveal the details and workings of the underlying Content.
You understand and acknowledge that (i) the software, code, proprietary methods and systems used to provide the Site or Services, (ii) the design, look and feel of our template reports, (iii) the graphical elements of our template reports, (iv) the Content (other than the Content submitted by you r on your behalf or Shared Content owned by you or other Members), and (v) any intellectual property therein (collectively, "Our Intellectual Property") may not be copied, modified, reproduced, republished, posted, or transmitted by you unless it is Shared Content; and no Content, including Shared Content owned by Zinnion, but excluding Content submitted by you or on your behalf may be sold, offered for sale, or redistributed by you in a commercial manner without our prior written permission and the prior written permission of our applicable licensors (if applicable). You acknowledge and agree that Our Intellectual Property is the sole property of Zinnion or its licensors. You must abide by all copyright notices, licensing terms, information, or restrictions, as amended, as applicable to any of Our Intellectual Property. Nothing in this Agreement grants you any right to receive delivery of a copy of Our Intellectual Property or to obtain access to Our Intellectual Property except as generally and ordinarily permitted through the Site according to this Agreement. Furthermore, nothing in this Agreement will be deemed to grant, by implication, estoppel or otherwise, a license to Our Intellectual Property beyond the limited license granted under the terms of this Agreement. Certain of the names, logos, and other materials displayed on the Site or in the Services constitute trademarks, trade names, service marks or logos ("Marks") of Zinnion or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site or Services will be governed by such third parties’ licenses and not by this Agreement.
In the event that you provide us any ideas, thoughts, criticisms, suggested improvements or other feedback related to our Site or Services (collectively "Feedback"), you agree we may use the Feedback to modify our products and services (and the products and services of our affiliates) and that you will not be due any compensation, including any royalty related to the product or service that incorporates your Feedback. You grant to us a worldwide, sublicensable, assignable, royalty-free, fully paid, perpetual, irrevocable right and license to make, have made, use, reproduce, modify, translate, distribute, transmit, create derivative works of, perform, display, import, sell, offer for sale, make, have made and otherwise exploit, without the requirement to make any payment to you or to any third party or the need to seek any third party permission, the Feedback in any form, media, or technology, whether now known or hereafter devised or developed, and to allow others to do the same. This is true whether you provide the Feedback in any Content submitted publicly or privately, email or any other method of communication with us unless we have entered into a separate written mutual agreement with you that provides otherwise.
7. Social Networks.
8. Privacy and Security.
We are committed to your privacy and security. For more information, you
https://www.zinnion.com/docs/privacy-policy By agreeing to these Terms
of Use, you acknowledge that you understand that "perfect security"
cannot be attained on the Internet, and that you understand and agree
that we only agree to take reasonable steps to help ensure the security
of your personal information and that such steps do not guarantee that
the Site and the Services are invulnerable to all security breaches or
immune from viruses, security threats or other vulnerabilities. We do
not warrant that your information will be secure.
9. Disclaimer of Warranties.
THE SITE AND THE SERVICES, AND ANY CONTENT, TOOLS, PRODUCTS OR SERVICES DISPLAYED, ACCESSED OR OBTAINED ON OR THROUGH THE SITES AND SERVICES ARE PROVIDED "AS IS", "AS AVAILABLE", AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, SYSTEM INTEGRATION, AVAILABILITY, INTEGRITY, RELIABILITY OR TRANSMISSION OR RESPONSE TIME, DATA ACCURACY, AVAILABILITY, COMPLETENESS, RELIABILITY OR TIMELINESS, SUITABILITY OF CONTENT OR SERVICES, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZINNION AND ITS AFFILIATES, SUPPLIERS, AND AGENTS DO NOT WARRANT AND EXPRESSLY DISCLAIM THAT: (i) YOUR USE OF THE SITES AND/OR SERVICES AND ACCESS TO AND USE OF ALL OF THE TOOLS AND FEATURES THEREON WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, OR SECURE, (ii) THAT ANY INFORMATION OBTAINED THEREIN IS ACCURATE, RELIABLE, COMPLETE OR TIMELY, (iii) THAT DEFECTS WILL BE CORRECTED, OR (iv) THAT ANY SOFTWARE, SERVICES, SITES OR SERVER(S) ON WHICH THE SERVICES AND SITES ARE HOSTED ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR USE OF THE SITE AND THE SERVICES AND ANY CONTENT PROVIDED ON OR THROUGH THE SITES AND SERVICES ARE ENTIRELY AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE ZINNION SITE, SERVICES OR BROKERAGE CONNECTION SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT. From time to time, we may offer new “beta” features or tools with which Members may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at our sole discretion. The provisions of this Section apply with full force to such features or tools.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF OTHER SITES ACCESSIBLE THROUGH THE SITE OR SERVICES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU. WE MAKE NO WARRANTY THAT ANY GOODS OR SERVICES PROVIDED BY THIRD PARTIES IN CONNECTION WITH YOUR ACCESS AND USE OF THE SITE AND SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SITE AND/OR THE SERVICES.
YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR CONTENT AND COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SITE AND SERVICES. OTHER THAN TO EVALUATE THE PERFORMANCE OF ALGORITHMS FOR COMPLIANCE WITH OUR CONTEST RULES AND POSSIBLE ALLOCATION TO YOU UNDER SEPARATE LICENSE, YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY ANY CONTENT POSTED ON THE SITE BY YOU OR ANY OTHER USERS.
THE DISCLAIMERS SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN US AND YOU.
10. Investment Disclaimer.
You acknowledge and understand that the Services are not intended to supply investment, financial, tax or legal advice. The Services are not investment advice and any observations concerning any security, trading algorithm or investment strategy provided in the Services is not a recommendation to buy, sell or hold such investment or security or to make any other investment decisions. We offer no advice regarding the nature, potential value, risk or suitability of any particular investment strategy, trading algorithm, transaction, security or investment. You acknowledge and agree that any use of the Services, any decisions made in reliance on the Services, including any trading or investment decisions or strategies, are made at your own risk.
If investment, trading or other professional advice is required, the services of a competent, licensed professional should be sought. No employee, agent or representative of Zinnion is authorized to provide any such advice pursuant to this Agreement, and any such advice, if given, is in violation of Zinnion's policies, is unauthorized and may not be relied upon.
11. Morningstar Fundamental Data and other Data Disclaimer.
Certain of the data contained in the Zinnion Site and Services: (1) is proprietary to Morningstar Inc. and/or its content providers; (2) may not be copied or distributed; and (3) is not warranted to be accurate, complete or timely. Neither Morningstar nor its content providers are responsible for any damages or losses arising from any use of this data. Past performance is no guarantee of future results. Other third party data providers have similar limitations and their own terms and conditions of use. By using such data at the Zinnion Site or with the Services you are agreeing to be bound by their applicable terms and conditions.
12. Professional Advice Disclaimer.
Our Services are meant as an aid to assist you in organizing and managing your financial information. NEITHER ZINNION NOR THE SERVICE IS INTENDED TO PROVIDE LEGAL, TAX OR FINANCIAL ADVICE. ZINNION IS NOT A FINANCIAL PLANNER, BROKER OR TAX ADVISOR. Your financial situation is unique, and any information obtained through the Service may not be appropriate for your situation. The use and interpretation of the Services requires skill and judgment, and you shall at all times exercise your own judgment in the use of the Services.
13. Limitation of Liability.
YOU ACKNOWLEDGE AND AGREE THAT WE ARE ONLY WILLING TO PROVIDE ACCESS TO THE SITE AND TO PROVIDE THE SERVICES IF YOU AGREE TO CERTAIN LIMITATIONS OF OUR LIABILITY TO YOU AND TO THIRD PARTIES. NEITHER ZINNION NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO (i) THE USE OF, DELAYS IN OPERATION, TRANSMISSION OR RESPONSE OF, OR INABILITY TO USE THE SITE OR THE SERVICES; (ii) ANY CONTENT CONTAINED ON THE SITES AND/OR THE SERVICES; (iii) STATEMENTS OR CONDUCT POSTED OR MADE PUBLICLY AVAILABLE ON THE SITES AND/OR THE SERVICES; (iv) ANY PRODUCT OR SERVICE PURCHASED OR OBTAINED THROUGH THE SITES; (v) ANY ACTION TAKEN IN RESPONSE TO OR AS A RESULT OF ANY INFORMATION AVAILABLE ON THE SITES OR THE SERVICES; (vi) ANY DAMAGE CAUSED BY MISTAKES, INACCURACIES, OMISSIONS, ERRORS, INTERRUPTIONS OR LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF ANY CONTENT ON THE SITES OR THE SERVICES, OR (vii) ANY OTHER FAILURE OF PERFORMANCE OF THE SITE OR SERVICES OR OTHER MATTER RELATING TO THE SITE AND/OR THE SERVICES, IN EACH CASE WHETHER OR NOT CAUSED BY EVENTS BEYOND THE CONTROL OF OUR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS, INCLUDING, BUT NOT LIMITED TO, ACTS OF NATURE, COMMUNICATIONS LINE FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO THE SITE OR SERVICES OR CONTENT STORED THEREIN. IN NO EVENT SHALL ZINNION'S TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) EXCEED THE GREATER OF: (i) ONE HUNDRED DOLLARS (\$100.00) OR (ii) THE TOTAL AMOUNT PAID OR PAYABLE BY YOU TO US, IF ANY, FOR USING ANY OF THE SERVICES OR THE SITE IN THE THREE (3) MONTHS PRIOR TO THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF CERTAIN TYPES OF LIABILITY. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND DISCLAIMERS MAY NOT APPLY TO YOU. TO THE EXTENT THAT WE MAY NOT, AS A MATTER OF APPLICABLE LAW, DISCLAIM ANY IMPLIED WARRANTY OR LIMIT LIABILITIES, THE SCOPE AND DURATION OF SUCH WARRANTY AND THE EXTENT OF OUR LIABILITY WILL BE THE MINIMUM PERMITTED UNDER SUCH APPLICABLE LAW.
You agree to indemnify, defend, and hold Zinnion and its subsidiaries, affiliates, officers, directors, agents, co-branders, sponsors, distributors, or other partners, employees, and representatives harmless from and against any and all claims, demands, actions, causes of action, damages, losses, costs or expenses (including reasonable attorneys' fees and disbursements) which arise or relate, directly or indirectly, out of, from or to (i) your breach or alleged breach of this Agreement; (ii) your violation or alleged violation of any applicable law, regulation, or order of a court or other governmental authority; (iii) any Content that you upload, post, or otherwise make available on Zinnion, including Content that is alleged to or does: (a) violate any fiduciary or confidentiality obligations to a third party or (b) infringe, misappropriate, or otherwise violate the copyright, trade secret, trademark or other intellectual property rights, privacy or publicity rights, or any other rights of a third party, or (iv) access or use of the Site and/or the Services by you or anyone using your Zinnion account. You agree to fully cooperate with Zinnion in the defense of any claim. Zinnion reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without Zinnion’s prior written consent. This Section shall survive in the event this Agreement is terminated for any reason.
To the extent permitted under applicable laws, you hereby release Zinnion from any liability related to: (a) any incorrect or inaccurate Content posted on the Services, whether caused by any user of the Services (including, without limitation, any Member) or by any of the equipment or programming associated with or utilized in the Services; (b) the conduct, whether online or offline, of any user of the Services or any other Zinnion platform (including, without limitation, any Member); (c) any loss or damage caused by Content posted on the Services or transmitted by and to Members, or any interactions between users of the Site or any other Zinnion platform or website (including, without limitation, any Member), whether online or offline; and (d) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user or Member communications. If you are a California resident, you hereby waive California Civil Code Section 1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor."
16. Copyright Violations.
If you believe that your work has been copied in a way that constitutes copyright infringement, please provide our copyright agent identified below 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 Site or Services;
Your address, telephone number, and email address;
A 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.\ 17. Jurisdictional Issues.
Zinnion makes no representation or warranty that the Content and information on the Site and/or the Services are appropriate or available or appropriate for use in locations outside the United States. Those who choose to access the Site or use the Services from other locations do so on their own initiative and at their own risk, and are responsible for compliance with local laws, if and to the extent applicable. Zinnion reserves the right, at any time in its sole discretion, to limit the availability and accessibility of the Site and/or the Services to any person, geographic area, or jurisdiction it so desires, and to limit the quantities of any such Service or products that it provides.
18. Arbitration Agreement And Jury Trial Waiver, Class Action Waiver, And Forum Selection Clause.
You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
You and Zinnion must abide by the following rules: (i) for any claim that could otherwise be brought in small claims court, the arbitration shall be conducted solely based on written submissions and, if the arbitrator deems it appropriate, a telephonic hearing; (ii) if the claim exceeds what can be recovered in a small claims court, the arbitration shall be conducted solely based on written submissions or a telephonic hearing, unless the arbitrator deems a face-to-face hearing is appropriate, in which case one should be held at a location agreed to by you and Zinnion, and if the parties cannot agree on a location for the hearing, the arbitrator will determine a location for the proceedings which is reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances; (iii) the arbitrator’s ruling is binding and not merely advisory; (iv) ANY CLAIMS BROUGHT BY YOU OR ZINNION MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (v) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING; (vi) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, Zinnion will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation; (vii) Zinnion also reserves the right in its sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (viii) the arbitrator shall honor claims of privilege and privacy recognized at law; (ix) a decision by the arbitrator (including any finding of fact and/or conclusion of law) against either you or Zinnion shall be confidential unless otherwise required to be disclosed by law or by any administrative body and may not be collaterally used against either of them in existing or subsequent litigation or arbitration involving any other person/Zinnion customer; and (x) each side pays its own attorneys’ fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses.
Notwithstanding the foregoing, either you or Zinnion may bring an individual action in small claims court. In addition, if you are a Member outside of the United States, the dispute resolution provision in our Privacy Statement (if any), and not this arbitration provision, shall apply to any disputes related to privacy. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark, or trade secret shall not be subject to this arbitration provision. Such claims shall be exclusively brought (unless such courts do not have personal jurisdiction in the dispute) in the courts located in New York, New York. Additionally, notwithstanding this arbitration provision, either party may seek emergency equitable relief before such courts in order to maintain the status quo pending the arbitrator’s ruling, and hereby agree to submit to the personal jurisdiction of such courts. A request for interim measures shall not be deemed a waiver of the right to arbitrate.
With the exception of subparts (iv) and (v) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (c) or (d) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision shall be null and void, and neither you nor Zinnion shall be entitled to arbitration. In the event this arbitration provision is held unenforceable by a court, or in the event AAA refuses to arbitrate the dispute, all controversies, disputes, demands, counts, claims, or causes of action between you and Zinnion shall be exclusively brought in the state or federal courts specified in subsection “(d)” above.
For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
This Agreement shall remain effective until terminated in accordance with its own terms and conditions. You agree that Zinnion, in its sole discretion, may terminate your password, account (in whole or in part), or use of the Site or Services, and remove and discard any Content within the Sites, at any time and for any reason. You agree that any actions taken under this Section may be effective without prior notice to you. YOU AGREE THAT WE WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY TERMINATION OF YOUR ACCESS TO THE SITE OR SERVICES OR DELETION OF YOUR ACCOUNT OR YOUR UPLOADED CONTENT. In the event of termination, however, those Sections in this Agreement which, by their nature, survive termination of the Agreement shall so survive. Specifically, and without limitation, the licenses you have granted to Zinnion and to third parties to use any Content, Shared, Collaborative, and/or Private, submitted by you or through your account, survives the termination of this Agreement. Your license, as described in this Agreement, to use any Content and/or Shared Content owned by Zinnion does not survive the termination of this Agreement.
20. General Information.
This Agreement constitutes the entire agreement and understanding between you and Zinnion and governs your use of the Site and the Services, superseding any prior agreements between you and Zinnion. This Agreement and the relationship between you and Zinnion shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions. The failure of Zinnion to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful, void or for any reason unenforceable, then that provision shall be deemed severed herefrom and shall not affect the validity and enforceability of any remaining provisions. The section titles in this Agreement are for convenience purposes only and have no legal or contractual effect. This Agreement is not assignable, transferable or sub-licensable by you. However, we may assign this Agreement to any third party whom we choose without your consent and/or without notice to you. No waiver by Zinnion of any breach or default hereunder shall be deemed a waiver of any preceding or subsequent breach or default. You acknowledge that we have the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder.
21. Electronic Communications.
You acknowledge and understand that (a) we can only give you the benefits of accessing the Site and using the Services by conducting business through the Internet, and therefore we need you to consent to our giving you Communications (defined below) electronically, and (b) this Section 21 informs you of your rights when receiving Communications from us electronically. For contractual purposes, you: (i) consent to receive communications from us in an electronic form and (ii) agree that all terms and conditions, agreements, notices, documents, disclosures, and other communications (“Communications”) that we provide to you electronically satisfy any legal requirement that such Communications would satisfy if they were in writing. Your consent to receive Communications and do business electronically, and our agreement to do so, applies to all of your interactions and transactions with us. The foregoing does not affect your non-waivable rights. You may also receive a copy of this Agreement. You may withdraw your consent to receive Communications electronically by contacting us in the manner described below. If you withdraw your consent, from that time forward, you must stop using the Site and Services. The withdrawal of your consent will not affect the legal validity and enforceability of any obligations or any electronic Communications provided or business transacted between us prior to the time you withdraw your consent. Please keep us informed of any changes in your email or mailing address so that you continue to receive all Communications without interruption.
22. Modification to Services.
We reserve the right to modify or discontinue the Site and any or all of the Services, including the Content and Shared Content owned by Zinnion, with or without notice to you. We will not be liable to you or any third party should we exercise our right to modify or discontinue the Site and/or any or all of the Services. If you object to any such changes, your sole recourse will be to cease access to the Site and/or Services, as applicable. Continued access to the Site and/or Services, as applicable, following notice of any such changes will indicate your acknowledgment of such changes; agreement to amended license terms, as applicable; and satisfaction with the Site and/or Services, as applicable, as so modified.
23. Amendments and Modifications of this Agreement.
Zinnion may amend or modify this Agreement from time to time and at any time. If any such amendment or modification is material, we will post notice of it on the Site’s home page, community forum, and/or by email to Members. Your access to the Site and use of the Services following any such amendment or modification shall be deemed your acceptance of such amendment and modification. You agree to review the Agreement periodically to be aware of such amendments and modifications.