Terms and Conditions



PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY. BY ACCESSING OR USING THIS WEBSITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, DO NOT USE THIS WEBSITE.

These terms and conditions of use, (“Terms”) apply exclusively to your access to, and use of, the Website of ZoomTilt, Inc. (ZoomTilt), located at http://www.zoomtilt.com (the “Site”), along with any other agreements, rules, policies, and guidelines posted on the Site or otherwise provided to you by ZoomTilt. These Site Terms do not alter in any way the terms or conditions of any other agreement you may have with ZoomTilt, or its subsidiaries or affiliates, for products, services, or otherwise. If you are using the Site on behalf of any entity, you represent and warrant that you are authorized to accept the Site Terms on such entity’s behalf, and that such entity agrees to indemnify you and ZoomTilt for violations of these Site Terms.

ZoomTilt reserves the right to change or modify any of the terms and conditions contained in the Site Terms or any policy or guideline of the Site, at any time and in its sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of this Site following the posting of changes or modifications will confirm your acceptance of such changes or modifications. ZoomTilt recommends frequent review of the Site Terms and policies to understand how they apply to your use of the site. If, at any time, you do not agree to the amended Site Terms, you must stop using the site.

All questions about the Site or its contents should be directed to info@zoomtilt.com.

Privacy Policy

Please refer to our Privacy Policy for details about how ZoomTilt safeguards your privacy.

Copyright and Limited Licensing

Unless otherwise specifically indicated, the Site and all content and other materials on the Site, including and without limitation, the ZoomTilt logo, all designs, texts, graphics, pictures, information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the “Site Materials”) are Proprietary Property of ZoomTilt or its sponsors, licensors, or users, and are protected by United States and International copyright and other intellectual property laws.

ZoomTilt grants to users of this Site a limited, non-transferable license, to access and use the Site and electronically copy, (except where prohibited without a license), and print to hard copy, such portions of the Site Materials, for informational, non-commercial and personal use only. Such license is subject to these Site Terms and does not include: (a) any resale or commercial use of the Site or Site Materials herein; (b) the collection and use of product listings, pictures or descriptions; (c) the distribution, public performance or public display of any Site Materials, (d) modifying or otherwise making any derivative uses of the Site and the Site Materials, or any portion thereof; (e) use of any data mining, robots or similar data gathering or extraction methods; (f) downloading (other than page caching) of any portion of the Site, the Site Materials or any information contained therein, except as expressly permitted on the Site; or (g) any use of the Site or the Site Materials other than for its intended purpose. Any use of the Site or the Site Materials other than as specifically authorized herein, without the prior written permission of ZoomTilt, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Site Terms shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication, or otherwise. This license is revocable at any time.

Use of Site

We make no representations that the content and materials on the Site are appropriate, available or legal in any location outside of the United States. Those who choose to access the Site from outise of the United States do so on their own initiate and are responsible for compliance with local laws, in and to the extent local laws are applicable.

As a condition of use of the Site, and your grant of the above Limited License, you agree that you WILL NOT:

»  Violate any law, contract or intellectual property (copyright, trademark, etc.) right, or commit any civil wrong against any individual or company, including ZoomTilt (libel, slander, negligence, etc. (tort));

»  Attempt to access any service or area of the Site that You are not authorized to access;

»  Alter information on or obtained from the Site including any of ZoomTilt’s Client’s assets (logos, etc.);

»  Use any robot, spider, scraper or other automated means or interface not provided by us to access the Site or to extract data;

»  Reverse engineer any aspect of the Site or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Site (except as otherwise expressly permitted by law);

»  Send to or otherwise impact ZoomTilt or the Site (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware", "adware" or other code that could adversely impact the Site or any recipient;

»  Access or use the Site or any service for any unlawful, unintended (by ZoomTilt) or harmful purpose, or other than in full compliance with applicable law and this Agreement;

»  Take any action which might impose a significant burden (as determined by ZoomTilt) on the Site infrastructure;

»  Interfere with the ordinary operation or mission of the Site or services;

»  Permit anyone other than Yourself and Your personnel to use Your User Information to access any portions of the Site which are restricted; and

»  "Frame" the Site or otherwise make it look like You have a relationship to ZoomTilt or that we have endorsed You for any purpose.

Notice, Takedown, and Putback Procedure

ZoomTilt expects all users of its system to comply with applicable copyright laws. However, if ZoomTilt is notified of a claimed copyright infringement, or otherwise becomes aware of facts and circumstances from which infringement is apparent, it will respond appropriately, which may include removing or disabling access to the material that is claimed to be infringing.

Copyright Complaints

If you believe that anything on the Site infringes upon any copyright, which you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.


»  Name of Agent Designated to Receive Notification of Claimed Infringement: Anna Callahan

»  Full Address of Designated Agent to Which Notification Should be Sent:
1 Cambridge Center, Cambridge, MA 02142

»  Telephone Number of Designated Agent: 617-842-2662

»  E-Mail Address of Designated Agent: info@zoomtilt.com

Please see 17 U.S.C. §512(c)(3) for the requirements of a proper notification. Please note that the information provided in your notification, including any personal information contained therein, may be forwarded to the person who has provided the allegedly infringing content, and your sending us such notification constitutes your consent to share this information with the alleged infringer. You should also note that if you make any material misrepresentation in your notification that the material or activity is infringing, you will be liable for all damages, including costs and attorneys' fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing. We may give notice of a claim of copyright infringement to our users by means of a general notice on the Site, 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 address in our records.

Trademarks

ZoomTilt, ZoomTilt.com, the ZoomTilt logos and any other product or service name or slogan contained in the Site are trademarks of ZoomTilt and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of ZoomTilt or the applicable trademark holder. You may not use any metatags or any other "hidden text" utilizing "ZoomTilt" or any other name, trademark or product or service name of ZoomTilt without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark, and/or trade dress of ZoomTilt and may not be copied, imitated or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names and ZoomTilt names or logos mentioned in the Site are the property of their respective owners. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof by us.

Hyperlinks

You are granted a limited, non-exclusive right to create a text hyperlink to the Site for noncommercial purposes, provided such link does not portray ZoomTilt or any of its products and services in a false, misleading, derogatory or otherwise defamatory manner and provided further that the linking site does not contain any adult or illegal material or any material that is offensive, harassing or otherwise objectionable. This limited right may be revoked at any time. You may not use a ZoomTilt logo or other proprietary graphic of ZoomTilt to link to this Site without the express written permission of ZoomTilt. Further, you may not use, frame or utilize framing techniques to enclose any ZoomTilt trademark, logo or other proprietary information, including the images found at the Site, the content of any text or the layout/design of any page or form contained on a page on the Site without ZoomTilt's express written consent. Except as noted above, you are not conveyed any right or license by implication, estoppel or otherwise in or under any patent, trademark, copyright or proprietary right of ZoomTilt or any third party.
ZoomTilt makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of third-party Websites accessible by hyperlink from the Site, or Websites linking to the Site. Such sites are not under the control of ZoomTilt and ZoomTilt is not responsible for the contents of any linked site or any link contained in a linked site, or any review, changes or updates to such sites. ZoomTilt provides these links to you only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by ZoomTilt of any site or any information contained therein. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site.

Third Party Content

ZoomTilt may provide third party content on the Site and may provide links to Web pages and content of third parties (collectively the "Third Party Content") as a service to those interested in this information. ZoomTilt does not monitor or have any control over any Third Party Content or third party Websites. Unless otherwise expressly stated by ZoomTilt, ZoomTilt does not endorse or adopt, and is not responsible or liable for, any Third Party Content. ZoomTilt does not make any representations or warranties of any kind regarding the Third Party Content, including, without limitation, any representations or warranties regarding its accuracy, completeness or noninfringement. ZoomTilt undertakes no responsibility to update or review any Third Party Content and Users use such Third Party Content contained therein at their own risk.

Advertisements and Promotions; Third-Party Products and Services

ZoomTilt may run advertisements from third parties on the Site (other than Contests) or may otherwise provide information about or links to third-party products or services on the Site. Your business dealings or correspondence with such third parties, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. ZoomTilt is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non-ZoomTilt advertisers or third party information on the Site.

Indemnification

You agree to defend, indemnify and hold harmless ZoomTilt its parent companies, subsidiaries, affiliates, independent contractors, service providers and consultants, and their respective directors, employees and agents, from and against any claims, damages, costs, liabilities and expenses (including, but not limited to, reasonable attorneys' fees) arising out of your use of and conduct on the Site, and/or your violation of the Site Terms, and/or any other ZoomTilt terms, policies, or agreements concerning the Site and/or the ZoomTilt, including without limitation any actual or threatened suit, demand or claim made against ZoomTilt and/or its independent contractors, service providers, employees, directors or consultants, arising out of or relating to the User Content, your conduct, your violation of these Site Terms or your violation of the rights of any third party.

Disclaimer

EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY ZOOMTILT, THE SITE, THE SITE MATERIALS CONTAINED THEREIN AND THE SERVICES PROVIDED ON OR IN CONNECTION THEREWITH (THE "SERVICES") ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ZOOMTILT DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE INFORMATION, CONTENT AND MATERIALS IN THE SITE. ZOOMTILT DOES NOT REPRESENT OR WARRANT THAT MATERIALS IN THE SITE OR THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. ZOOMTILT DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
ZOOMTILT IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS RELATING TO PRICING, TEXT OR PHOTOGRAPHY. WHILE ZOOMTILT ATTEMPTS TO MAKE YOUR ACCESS AND USE OF THE SITE AND THE SERVICES SAFE, ZOOMTILT CANNOT AND DOES NOT REPRESENT OR WARRANT THAT THE SITE OR ITS SERVER(S) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; THEREFORE, YOU SHOULD USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD.


ZoomTilt reserves the right to change any and all content contained in the Site and any Services offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by ZoomTilt.

Limitation of Liability

IN NO EVENT SHALL ZOOMTILT, ITS PARENT COMPANIES, SUBSIDIARIES, AND AFFILIATES AND THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE THE SITE, THE SERVICES, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY DAMAGES CASED BY OR RESULTING FROM RELIANCE BY USER ON ANY INFORMATION OBTAINED FROM ZOOMTILT, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO ZOOMTILT'S RECORDS, PROGRAMS OR SERVICES. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZOOMTILT, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE EXCEED ANY COMPENSATION YOU PAY, IF ANY, TO ZOOMTILT FOR ACCESS TO OR USE OF THE SITE.

Applicable Law and Venue

These Site Terms and your use of the Site shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts applicable to agreements made and to be entirely performed within the Commonwealth of Massachusetts without resort to its conflict of law provisions. You agree that any action at law or in equity arising out of or relating to these Site Terms shall be filed only in the state and federal courts located in Suffolk County, Massachusetts and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of the use of this Site or these Site Terms.

No Professional Advice

The content and materials available through the Site is for information and educational purposes only. The content included on the Site may reflect content and opinions not universally shared and do not necessarily reflect the view of ZoomTilt. YOUR RELIANCE UPON CONTENT AND MATERIALS OBTAINED BY YOU AT OR THROUGH THIS SITE IS SOLELY AT YOUR OWN RISK.

Termination

Notwithstanding any of these Site Terms, ZoomTilt reserves the right, without notice and in its sole discretion, to terminate your license to use the Site, and to block or prevent future your access to and use of the Site.

Compliance with Applicable Laws

ZoomTilt reserves the right, at all times, to disclose any information necessary to satisfy applicable laws regulations, legal processes, and/or lawful governmental requests.

Severability

If any provision of these Site Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Site Terms and shall not affect the validity and enforceability of any remaining provisions.

Questions & Contact Information

Questions or comments about the Site may be directed to ZoomTilt at the e-mail address info@zoomtilt.com.





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