This web site and the services and other materials available in connection with this web site (the "Site") are made available to you by zAgile ("Company") subject to your compliance with these terms and conditions, including those set forth in the Company (the "Terms"). Your continued use of the Site constitutes your agreement to the Terms, which may be updated by us from time to time without notice to you. If you do not agree with any of these Terms, DO NOT USE THE SITE. In addition, if you use particular Company owned or sponsored services, you and Company shall be subject to any posted guidelines or rules applicable to such services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms. You agree that you will be responsible for all charges, fees, duties, taxes and assessments arising out of purchases and orders you make using the Site. The Site is not intended for and is not designed to attract children under 13 years of age.

Your Registration Obligations
In consideration of your use of the Site, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of any applicable jurisdiction. In the event you register with the Site to receive services, programs or information offered on the Site, you agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Site's registration form ("User Data") and (b) maintain and promptly update the User Data to keep it accurate and current. If you provide any information that is inaccurate or not current, or Company has reasonable grounds to suspect that such information is inaccurate or not current, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Site.

User Conduct
You understand that all information, data, text, software, sound, photographs, graphics, video, messages, tags, or other materials ("Content"), whether publicly posted or privately transmitted, available in connection with the Site are the sole responsibility of the person from whom such Content originated. This means that you, and not Company, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Site. Company does not control or monitor the Content posted via the Site and, as such, does not guarantee the accuracy, integrity or quality of such Content. You understand that by using the Site, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Company be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Site.

You agree to not use the Site to: (a) upload, post, email, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable; (b) harm minors in any way; (c) impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity; (d) upload, post, email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships; (e) upload, post, email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party; (f) upload, post, email, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (g) upload, post, email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) interfere with or disrupt the Site or servers or networks connected to the Site, or disobey any requirements, procedures, policies or regulations of networks connected to the Site; (i) use any high volume, automated or electronic means to access the Site, including, without limitation, "robots," "spiders," or "scripts," and/or (h) intentionally or unintentionally violate any applicable local, state, national or international law. You specifically agree not to access (or attempt to access) the Site or the Content through any automated means (including the use of any script, web crawler, robot, spider, or scraper), and that you will not forge or manipulate identifiers in order to disguise the origin of any access (or attempted access) to the Site.

You acknowledge that Company may or may not pre-screen or monitor Content, but that Company and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, monitor, refuse or remove any Content that is available via the Site. Without limiting the foregoing, Company and its designees shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content available in connection with the Site, including any reliance on the accuracy, completeness, or usefulness of such Content.

You acknowledge, consent and agree that Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Terms; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Company, its users and the public.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

Content Submitted or Made Available for Inclusion On The Site
Company does not claim ownership of Content you may submit or make available for inclusion on the Site. However, with respect to Content you submit or make available for inclusion on publicly accessible areas of the Site, you grant Company a worldwide, royalty-free and non-exclusive license, as applicable, to use, distribute, reproduce, modify, adapt, publicly perform and publicly display such Content on the Site solely for the purposes of providing and promoting the specific portion of the Site to which such Content was submitted or made available. This license exists only for as long as you elect to continue to include such Content on the Site and will terminate at the time you remove or Company removes such Content from the Site.

Third Party Service Providers
Product and service offerings made available for purchase by you on the Site are made and offered directly by the applicable third party service provider. When you purchase any such product or service offering through the Site, you acknowledge that you are contracting directly with the applicable third party service provider and not with Company. The Site is intended to facilitate your transactions with third party service providers, and you acknowledge that you are not purchasing or ordering products or services from Company when you submit an order using the Site. Although we are interested in receiving feedback regarding our third party service providers and their products and services, and may from time to time assist you in your dealings with such third party service providers, Company is not responsible for the performance or non-performance of any third party service provider.

Company does not represent or imply that any product or service category available on the Site contains a complete or comprehensive list of all service providers available at a particular address or location. For example, the Site may exclude certain service providers that have not agreed to participate on the Site. Accordingly, there may be service providers that can provide you with products or services at your particular address or location that do not appear on the Site and are not listed as a choice for you to select under a particular service category. You are in no way obligated to use the Site or to choose any particular third party service provider that appears on the Site.

Use of Provided Communications Methods
The Site may provide you with the ability to send e-mails, post messages to user forums, enter chat rooms, speak via Internet voice connections (e.g., "click to chat") or send similar messages and communications to third party service providers, advertisers, other users and/or us. You agree to use communication methods available on the Site only to send communications and materials related to the subject matter for which Company provided the communication method, and you further agree that all such communications by you shall be subject to and governed by the Terms. By using any of the communications methods available on the Site, you acknowledge and agree that (a) all communications methods constitute public, and not private, means of communication between you and the other party or parties, (b) communications made by you are not endorsed, sponsored or approved by Company (unless expressly stated otherwise by Company) and (c) communications are not pre-reviewed, post-reviewed, screened, archived or otherwise monitored by Company in any manner, though Company reserves the right to do so at any time at its sole discretion in accordance with the Terms.

Links
The Site may provide, or third parties may provide, links to other Internet sites or resources. Because Company has no control over such sites and resources, you acknowledge and agree that Company is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any Content, advertising, products or other materials on or available from such sites or resources.

Personal and Noncommercial Use Limitation
The Site is for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the Site, use of the Site or access to the Site.

Proprietary Rights
You acknowledge and agree that the Site, any necessary software provided by Company for use in connection with the Site ("Software") and any Content available on the Site contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized by Company or applicable third party service providers or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Site, the Software or Content available on the Site, in whole or in part.

Company grants you a personal, non-transferable and non-exclusive right and license to access and use Site; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Site or Software. You agree not to modify the Site or Software in any manner or form, nor to use modified versions of the Site or Software, including (without limitation) for the purpose of obtaining unauthorized access to the Site. You agree not to access the Site by any means other than through the interface that is provided by Company for use in accessing the Site.

The term "zAgile", the Company logo and other Company logos and product and service names are the exclusive trademarks and/or service marks of, and are owned by, Company, and you may not use or display such trademarks in any manner without Company's prior written permission. Any third party trademarks or service marks displayed on the Site are the property of their respective owners.

Liability Disclaimer
THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT AVAILABLE ON THE SERVICE IS PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTY. COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT (a) THE SERVICE WILL MEET YOUR REQUIREMENTS; (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (c) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (d) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (e) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (a) YOUR USE OF THE SERVICE, (b) YOUR DEALINGS WITH THIRD PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICE, (c) ANY DELAY OR INABILITY TO USE THE SERVICE EXPERIENCED BY YOU, OR (d) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR CONTENT OBTAINED THROUGH THE SERVICE, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Indemnity
You agree to indemnify and hold Company and its subsidiaries, affiliates, officers, agents, employees, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising out of Content you submit, post, transmit or otherwise make available through the Site, your use of the Site, your connection to the Site, your violation of the Terms, or your violation of any rights of another person or entity.

Termination
You agree that Company may, under certain circumstances and without prior notice, immediately terminate your account and/or access to the Site. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Site (or any portion thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with the Sites. Termination of your account may include (x) removal of access to all offerings within the Site, (y) deletion of your information, files and Content associated with or inside your account, and (z) barring of further use of the Site. Further, you agree that all terminations for cause shall be made in Company's sole discretion and that Company shall not be liable to you or any third party for any termination of your account or access to the Site.

Modifications To Site
Company reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site or any portion thereof with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Site or any portion thereof.

Notice and Procedure For Making Claims of Copyright or Intellectual Property Infringement
Company respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way in connection with the Site that constitutes copyright infringement, or your intellectual property rights have been otherwise violated in connection with the Site, please provide Company's Copyright Agent the following information:

(a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

(b) a description of the copyrighted work or other intellectual property that you claim has been infringed;

(c) a description of where the material that you claim is infringing is located on the Site;

(d) your address, telephone number, and email address;

(e) 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;

(f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

Company's Copyright Agent for notice of claims of copyright or other intellectual property infringement can be reached as follows:

By mail:

zAgile, Inc.
101 California Street, Suite 2450
San Francisco, CA 94111
By Phone: +1 (415) 946-8910
By FAX: +1 (415) 358-5924
By Email: info@zAgile.com with Copyright in the subject.



General
You agree that no joint venture, partnership, employment or agency relationship exists between you and us as a result of the Terms or your use of the Site. The Terms constitute the entire agreement between you and Company with respect to your use of the Site. The failure of Company to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. The Terms and the relationship between you and Company shall be governed by the laws of the State of Texas without regard to its conflict of law provisions. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Fictitious names of companies, products, people, characters and/or data mentioned herein are not intended to represent any real individual, company, product, or event. Section titles in the Terms are for convenience only and have no legal or contractual effect. Any rights not expressly granted herein are reserved.