1. YOUR ACCEPTANCE

1.1. Acceptance.
BY ACCESSING OR OTHERWISE USING THE SITES AND THE SERVICES YOU ACCEPT, WITHOUT MODIFICATION, THESE TERMS OF USE (“TERMS OF USE” OR “TERMS”). IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN PLEASE EXIT IMMEDIATELY FROM THE SITES AND DO NOT RETURN.

1.2. Privacy and Acceptable Use Policies.
These Terms incorporate by reference ZoeCity’s Privacy Policy located here and its Acceptable Use Policy located here. Please read the terms of these documents carefully as you agree to them when you agree to the Terms.

1.3. Other Agreements.
Additionally, these Terms incorporate by reference all other ZoeCity policies, rules, guidelines, terms and conditions (“Agreements”) on the Sites, whether established by ZoeCity or by operators of subnetworks within ZoeCity (“Subnetwork Operators”). Read carefully all Agreements before engaging in any corresponding services. You agree to comply with all such Agreements when you agree to comply with the Terms.

Changes to these Terms.
WE RESERVE THE RIGHT, AT OUR SOLE DISCRETION, TO CHANGE, MODIFY, ADD, OR DELETE PORTIONS OF THESE TERMS OF USE AT ANY TIME WITHOUT FURTHER NOTICE. YOUR CONTINUED USE OF THE SERVICE OR THE SITES AFTER ANY SUCH CHANGES MEANS YOU AGREE TO THE NEW TERMS. If we any material changes to the Terms, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. If you do not agree to abide by any future Terms of Use, do not continue to access or otherwise use the Service or the Sites. It is your responsibility to regularly check the this page to determine if there have been changes to these Terms of Use and to ensure your compliance therewith.

2. CONTENT

All of the content on the Sites including, without limitation text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, sounds, music, artwork and computer code, design, structure, selection, coordination, “look and feel” and arrangement of such content (“Content”), is owned by ZoeCity, its licensors, vendors, agents or content providers. All elements of the Sites including, without limitation the general design and the Content, are protected by copyright, trademark, trade dress, moral rights or other intellectual property regimes. The Services and the Sites may only be used for the intended purpose for which such Sites and Services are being made available. Except as may be expressly set forth on the Sites, you may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from any Content. Except as may be expressly set forth on the Sites, you may only view, play, print, and download Content on the Sites for your own personal, informational, and noncommercial purposes only. The Sites and the Content will remain the exclusive property of ZoeCity or its licensors unless otherwise expressly agreed. You will remove no copyright, trademark, or other proprietary notices from material found on the Site.

3. WIDGETS

We may make available to you ZoeCity Widgets via the Site. Our Widgets are a self-contained application through which you can display select content, products and services. Subject to these Terms, you may display Widgets on your website provided that you do not: a) modify the Widgets; b) remove, obscure, or alter any copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Widgets. You understand and agree that the Widgets, a part of the Sites and Services, are made available to you “as-is” without warranty of any kind.

4. NETWORKS

Subject to these Terms, if you are a ZoeCity account holder, you may create social networks as permitted by the functionality on the Sites ("Networks"). The account holder creating the Network (the “Subnetwork Operators”) may, at its sole discretion and as permitted by the functionality on the Sites, screen or monitor User Submissions submitted or posted by Users on such Network, limit access to the Subnetwork, place additional restrictions or terms of use on a your participation in a Subnetwork, and sell, rent, or otherwise provide materials through the Subnetwork. The Subnetwork Operator may, at its sole discretion and as permitted by the functionality on the Sites, remove User Submissions (as defined below) from such Network. If you are a Subnetwork Operator, then you understand and agree that you (and not ZoeCity) are responsible for the Network users on your Network. You also understand and agree that you will be liable to ZoeCity for use of your Network and you agree to comply with the terms of the Subnetwork Operator Agreement located here.

5. USER SUBMISSIONS

5.1. Generally.
Subject to these Terms of Use, as a ZoeCity account holder, you may submit videos, photographs, images, music, audio, film, text, information and other content and data as permitted by the functionality on the Sites (“User Submissions”) for posting on the Sites. You agree that whether or not such User Submissions are published, ZoeCity does not guarantee any confidentiality or anonymity with respect to any User Submissions. You will be solely responsible for your own User Submissions. You represent and warrant that: you own or have the necessary licenses, rights, consents, and permissions to use and authorize ZoeCity to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by the Sites and these Terms of Use.

5.2. License.
You retain all of your ownership rights in your User Submissions. However, by submitting User Submissions to ZoeCity, you grant ZoeCity a worldwide, non-exclusive, royalty-free, perpetual, irrevocable, sub-licensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform and otherwise to exercise all rights in and to the User Submissions in connection with the Sites and Services, including the Networks, and ZoeCity's (and its successors' and affiliates') business, including for promoting and redistributing part or all of the Sites (and derivative works thereof) in any media formats and through any media channels now known or hereinafter invented. The license may also be exercised on behalf of ZoeCity by third parties acting on ZoeCity’s behalf (e.g. technology partners, service providers and independent contractors). You also grant each user of the Sites (“User”) a non-exclusive license to access your User Submissions through the Sites, and to use, reproduce, distribute, display and perform such User Submissions as permitted through the functionality of the Sites and under these Terms of Use, including on third-party website via use of a Widget.

5.3. No Obligation to Publish.
ZoeCity and its Subnetwork Operators reserves the right to remove or decline to post any User Submission at any time, for any reason (or for no reason), without notice and at its sole discretion, including if it determines that a User Submission is inappropriate or fails to comply with these Terms. ZOECITY AND ITS SUBNETWORK OPERATORS HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON OR ENTITY FOR PERFORMANCE OR NONPERFORMANCE OF ANY SCREENING OR REMOVAL ACTIVITIES. ZoeCity and its Subnetwork Operators have no responsible for the back-up of any of any User Submission or any lost data resulting from the use, operation or discontinuation of any aspect of the Sites or Services. You are solely responsible for maintaining back-ups of your Submissions and any information generated or stored through the use of the Services.

6. USER INTERACTIONS

Your interactions with other Users on the Sites, including for networking, the offering, purchase, sale, payment and delivery of Products, and any other terms, conditions, warranties or representations associated with such interactions, are solely between you and the User. As with any web-based interaction, we suggest that you use caution and good judgment. ZoeCity and its Subnetwork Operators bear no liability for any loss or damage incurred as a result of any such interactions. If there is a dispute between you and another User or a third party, ZoeCity and its Subnetwork Operators are under no obligation to become involved. You release ZoeCity and its officers, directors, employees, agents and contractors, and Subnetwork Operators from any claims, demands and damages (whether direct, indirect, consequential, special, incidental, actual or statutory) of every kind and nature arising out of or in any way related to such disputes, the Sites and the Services.

7. LIMITATIONS TO THESE TERMS

The Sites and Services may contain links to third-party websites that are not owned or controlled by ZoeCity. All such links are provided solely as a convenience to you. ZoeCity has no control over, and assumes no responsibility for, the content, products, services, policies, or practices of any third-party websites. ZoeCity does not endorse, guarantee, or make any representations or warranties regarding any other websites. By using the Sites and Services, you expressly relieve ZoeCity from any and all liability arising from your use of any third-party website.

8. ADVERTISEMENTS

ZoeCity has the exclusive right to market, offer, sell and place advertisements and/or other promotional content or materials (“Advertisements”) on the Sites for its sole benefit. You will not and will not allow any third party, directly or indirectly, to market, offer, sell and place Advertisements on the Sites.

9. TERMINATION

Deactivation.
You may deactivate your ZoeCity account at any time, for any reason, by following the instructions on the Sites.

Termination.
ZoeCity may suspend or terminate your account or your use of the Sites or any Network at any time, without notice, for any reason or for no reason. It may also block your access to the Sites in the event that: (a) you breach these Terms of Use; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause financial loss or legal liability for you, our Users or us. ZoeCity also reserves the right to terminate or deactivate User accounts that are inactive for an extended period of time.

Effects of Termination.
Upon any such termination, your rights to access and use the Sites and Services shall automatically terminate. ZoeCity has no obligation to delete, remove, or retain your User Submissions, and they may remain on the Sites and in Networks. In addition, even if User Submissions are deleted from active display on the Sites, they may be recorded and saved by ZoeCity in its archives.

10. DIGITAL MILLENNIUM COPYRIGHT ACT

ZoeCity respects the intellectual property of others and requires that you do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”), the text of which may be found on the U.S. Copyright Office site at http://www.copyright.gov/legislation/dmca.pdf, we will respond expeditiously to notices of alleged copyright infringement that are duly reported to our Designated Copyright Agent identified in the notice below. We will disable and/or terminate the accounts of Users who are repeat infringers.

If you believe your content has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide our Designated Copyright Agent the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
• Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail address;
• A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

ZoeCity's designated Copyright Agent to receive notifications of claimed infringement is: Name: Mark Kimball, Address:10900 NE 4th Suite 2300, Bellevue, WA 98004, Phone: 425.455.9610, Email: info@zoecity.com You acknowledge that if you fail to comply with all of the requirements of this Section 5(D), your DMCA notice may not be valid.

We may give notice to our Users of any infringement notice by means of a general notice on any of our websites, electronic mail to a User's e-mail address in our records, or by written communication sent by first-class mail to a User's physical address in our records. If you believe that your User Submission that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Submission, you may send a counter-notice containing the following information to the Copyright Agent:

• Your physical or electronic signature;
• Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
• A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

11. YOUR REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (i) you have obtained all consents, and possess all copyright, patent, trademark, trade secret and any other proprietary rights, or the necessary licenses thereto, to grant the licenses granted herein; (ii) if necessary you have the written consent of each and every identifiable natural person in the User Submission to use such person’s name and/or likeness in the manner contemplated by the Sites and these Terms of Use, and each such person has released you from any liability that may arise in relation to such use; (iii) You have read, understood, agree with, and will abide by the terms of these Terms of Use; (iv) the User Submission and ZoeCity’s use thereof as contemplated by these Terms of Use, including on and in the Sites and Services, their promotion and re-distribution, will not violate, misappropriate or infringe any right of any third party, including any copyright, trademark, trade secret, privacy rights and rights of publicity.

12. DISCLAIMERS

YOU AGREE THAT YOUR USE OF THE SITES AND SERVICES SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW: THE SITES AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTIES OF ANY KIND. ZOECITY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO THE SITES AND SERVICES AND YOUR USE THEREOF, INCLUDING, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OR WARRANTIES OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE USE OR OPERATION. ZOECITY ASSUMES NO LIABILITY OR RESPONSIBILITY FOR: (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) ANY PRODUCTS LISTED OR PURCHASED ON OR THROUGH THE SITES OR SERVICES; (III) ANY ACTS, OMISSIONS AND CONDUCT OF ANY USERS, ADVERTISERS AND/OR OTHER PARTIES REFERENCED ON OR THROUGH THE SITES OR SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF ZOECITY SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION OR OTHER DATA STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITES OR SERVICES; OR (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITES OR SERVICES. ZOECITY DOES NOT GUARANTEE ANY NUMBER OF PRODUCT SALES OR TRANSACTIONS THROUGH THE SITES AND/OR SERVICES, AND YOU ACKNOWLEDGES AND AGREES THAT YOU HAVE NO EXPECTATION OF OBTAINING ANY ANTICIPATED AMOUNT OF CUSTOMERS, SALES OR OTHER RESULTS BY VIRTUE OF THESE TERMS OF USE, OR YOUR USE OF THE SITES AND SERVICES.

ZOECITY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT LISTED OR SOLD BY A THIRD PARTY THROUGH THE SITES OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY ADVERTISEMENTS. ZOECITY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT DEFECT OR FAILURE, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION, AND ZOECITY MAKE NO WARRANTIES TO THOSE DEFINED AS "CONSUMERS" IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT. ZOECITY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

13. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW: IN NO EVENT WILL ZOECITY BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR SPECIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE USE OR INABILITY TO USE THE WEBSITE, SERVICES, CONTENT AND/OR PRODUCTS, INCLUDING ANY LOSS OF REVENUE, PROFITS, OR DATA OR BUSINESS INTERRUPTION, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, AND EVEN IF ZOECITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL ZOECITY’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE, THE WEBSITE, SERVICES, CONTENT AND/OR PRODUCTS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHER THEORY), WARRANTY OR OTHERWISE, EXCEED THE GREATER OF (A) $100 OR (B) THE VALUE OF YOUR PURCHASE ON THE SITES. YOU AND ZOECITY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

YOUR SOLE AND EXCLUSIVE REMEDY FROM ANY USE OF, OR INABILITY TO USE THE WEBSITE, SERVICES, CONTENT OR PRODUCTS, SHALL BE FOR YOU TO DISCONTINUE USE OF THE SITES AND SERVICES.

14. INDEMNITY

You will indemnify, defend at ZoeCity’s request, and hold harmless ZoeCity, its affiliates and their officers, directors, employees and agents (the “Indemnified Parties”) from and against any and all claims, actions, proceedings, losses, liabilities, damages, obligations, costs, debt, and expenses (including attorney's fees, litigation expenses and settlement amounts) arising from or related to any of the following, provided that the foregoing obligation to defend will apply only to claims or actions brought by a third party against an Indemnified Party: (i) your use of, or inability to use, the Sites and Services, Content or products, (ii) any of your User Submissions, including any infringement, misappropriation or violation of any copyright, trademark, or privacy or publicity right or other third party right; (iii) any acts or omissions by you as a Subnetwork Operator or any User of any Network you created; (iv) any product listed or sold by you, including any personal injury, death or property damages caused by any product, or any other product liability, defect, or other claim that any product caused damage to a third party; (v) your violation of any these Terms of Use; (vi) your violation of any law, rule or regulation, whether local, state, federal or international; (vii) any other party’s access and use of the Sites with your unique username, password or other appropriate security code; or (viii) any negligence or willful misconduct by you. You will not settle or compromise any claim, except with prior written consent of the relevant Indemnified Parties.

15. ABILITY TO ACCEPT TERMS OF USE

You affirm, represent and warrant that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use. In any case, you affirm that you are over the age of 13, as the Sites is not intended for children under 13. If you are under 13 years of age, then please do not use the Sites or Services.

16. GENERAL

These Terms of Use will be governed by the laws of the State of Washington, without reference to its choice of laws rules. The exclusive jurisdiction and venue for any action under these Terms of Use shall be in the state and federal courts of King County, Washington. You hereby accept the personal jurisdiction of such courts. You may not assign any rights granted to you or delegate any of your duties hereunder and any attempt to do so is void and of no effect. ZoeCity may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Agreement. Nothing in this Agreement shall constitute a partnership or joint venture between you and ZoeCity. ZoeCity does not guarantee continuous, uninterrupted or secure access to the Sites or Services, and operation of the Sites may be interfered with by numerous factors outside of our control. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. These terms of service set forth the entire understanding and agreement between us with respect to the subject matter hereof. Sections 2 (Content); 5.2 and 5.3 (User Submissions); 6 (User Interactions); 7 (Limitation to these Terms), 9 (Termination), 11 (Representations and Warranties), and 12 (Disclaimers); 13 (Limitation of Liability); and 14 (Indemnity); 15 (Ability to Accept Terms); and 16 (General) shall survive any termination or expiration of this Agreement. Additionally any provision that was, by its nature, intended to survive termination of these Terms will so survive. If any provision of these Terms of Use is invalid or unenforceable in any jurisdiction, the other provisions herein will remain in full force and effect.