Zeel Terms of Service

Zeel Networks, Inc. Zeel Member Terms of Use Agreement Last Updated: November 26, 2012 THIS ZEEL MEMBER TERMS OF USE AGREEMENT (THE "AGREEMENT") ESTABLISHES THE TERMS AND CONDITIONS THAT APPLY TO ALL END USERS (EACH AND COLLECTIVELY, A "ZEEL MEMBER", "YOU", "YOUR") OF THE ZEEL WEB SITE, MOBILE APPLICATIONS, AND SERVICE (AS DEFINED BELOW). BY USING THIS SITE AND/OR SERVICE, YOU ARE INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT AND YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS WELL AS ALL APPLICABLE LAWS AND REGULATIONS. YOU ARE NOT PERMITTED TO USE THIS SITE AND/OR SERVICE IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. THIS AGREEMENT CAN BE CHANGED, MODIFIED, SUPPLEMENTED, AND/OR UPDATED BY US AT ANY TIME. YOUR CONTINUED USE OF THE SITE AND/OR SERVICE AFTER THE MODIFICATION OF THIS AGREEMENT MEANS THAT YOU ACCEPT ALL SUCH CHANGES. ACCORDINGLY, YOU ARE ADVISED TO CONSULT THIS AGREEMENT EACH TIME YOU ACCESS THE SITE AND/OR SERVICE IN ORDER TO VIEW ANY CHANGES TO THIS AGREEMENT. THIS AGREEMENT WAS LAST MODIFIED AS OF THE DATE INDICATED ABOVE. Registration, Accounts, Passwords and Security In order to open an account and become a Zeel Member, you must complete the registration process by providing Zeel with current, complete and accurate information, as prompted by the applicable registration form. You acknowledge that in the event you provide any information to Zeel which is untrue, inaccurate, not current or incomplete, Zeel may terminate this Agreement and your continued access and use of the Site and the Service. As part of the registration process, you will be asked to select a username and password. You are entirely responsible for maintaining the security and confidentiality of your account and password. You agree to notify Zeel immediately of any unauthorized use of your account or any other breach of security. To notify us, contact us at www.zeel.com/a/contact-us. You are responsible for all use of the Site occurring under your user name. You are responsible for keeping your password confidential and for notifying us if your password has been hacked or stolen. Zeel will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. You may be held liable for any losses incurred by Zeel or another party due to someone else using your account or password. Use of Web Site, Mobile Applications, and our Service Subject to the terms and conditions of this Agreement, Zeel Networks, Inc. ("Zeel" or "We" and also "Our" or "Us") hereby grants to each Zeel Member a limited revocable, non-exclusive, non-transferable license to access and use its mobile applications and/or to access its web site located at www.zeel.com (individually and collectively, the "Site") and use the Service (as defined below). Unless otherwise specified in writing, the Service is solely for your personal, non-commercial use and not for resale. The term "Service" shall mean (a) use of the Internet web pages and mobile application pages, data, analyses, screens, reports, documentation and other information of any kind that are accessible through the Site, as well as all updates, enhancements and modifications thereto, and all intellectual property contained therein and (b) access to the services of Zeel's providers (each, a "Zeel Provider"). Zeel reserves the right at all times and without notice to (i) restrict and/or terminate your access to the Service (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof). Your Responsibilities You may use the Site and/or the Service solely for lawful and non-commercial purposes. You may not use the Site and/or the Service in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Site and/or the Service. You may not attempt to gain unauthorized access to the Service, user accounts, or computer systems or networks, through hacking, password mining or any other means. Without limiting any of the foregoing, you expressly agree that you shall not (and you agree not to allow any third party to): use, copy, install, transfer or distribute the Service, except as specifically permitted by this Agreement; modify, adapt, translate, reverse engineer, decompile, or disassemble any portion of the Site or its Content (as defined below); remove or alter any copyright, trademark or other proprietary rights notices contained in or on the Site or in or on any content or other material obtained through the Site or the use of the Service; create user accounts by automated means or under false or fraudulent pretenses; use any robot, spider, site search or retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Site; reformat, mirror, or frame any portion of the web pages that are part of the Site; express or imply that any statements you make are endorsed by us, without our prior written consent in each instance; transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party's intellectual property or other rights, (b) any material, non-public information about individuals or companies without the authorization to do so, (c) any trade secret of any third party, and/or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding; transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Site or its contents; harvest or collect information about Site visitors and/or Zeel Members without their prior written consent; and/or use the Service for any illegal, inappropriate and/or unauthorized conduct, including without limitation, using the Service to contact Zeel Providers for sexual or other inappropriate purposes. We may take any legal action and implement any technical remedies to prevent the violation of these provisions and to enforce this Agreement. Zeel's policy with respect to the collection and use of your personally identifiable information is set in our privacy policy. By accepting this Agreement, you acknowledge your agreement with Zeel's privacy policy. Medical-Related Disclaimers THE CONTENT AND INFORMATION MADE AVAILABLE THROUGH THE SITE AND SERVICE (COLLECTIVELY, THE "CONTENT") ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. NONE OF THE CONTENT MADE AVAILABLE THROUGH THE SITE AND/OR THE SERVICE SHOULD BE CONSTRUED AS PROFESSIONAL MEDICAL ADVICE OR CONSULTATION. THE CONTENT IS NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. BY USING THIS SITE, YOU AGREE THAT YOU WILL NOT RELY ON THIS SITE AS A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE AND THAT YOU WILL ALWAYS SEEK THE ADVICE OF YOUR PHYSICIAN OR OTHER QUALIFIED HEALTH PROVIDER WITH ANY QUESTIONS YOU MAY HAVE REGARDING MEDICAL MATTERS. IN NO EVENT WILL A MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP BE CREATED BY USING THE SITE AND THE SERVICE. ZEEL DOES NOT RECOMMEND OR ENDORSE ANY SPECIFIC TESTS, PRODUCTS, PROCEDURES, OPINIONS, OR OTHER INFORMATION THAT MAY BE MENTIONED ON THE SITE. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF ANY INFORMATION PROVIDED BY ZEEL OR OTHER VISITORS TO THE SITE IS SOLELY AT YOUR OWN RISK. THE SITE MAY CONTAIN HEALTH- OR MEDICAL-RELATED MATERIALS THAT ARE SEXUALLY EXPLICIT. IF YOU FIND THESE MATERIALS OFFENSIVE, YOU MAY NOT WANT TO USE OUR SITE. THE SITE IS CONTINUALLY UPDATED AND ZEEL MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY OR COMPLETENESS. ZEEL MAKES NO WARRANTY THAT THE INFORMATION AVAILABLE ON THE SITE INCLUDES THE MOST RECENT FINDINGS. ALTHOUGH ZEEL PROVIDES INFORMATION ABOUT VARIOUS ZEEL PROVIDERS ON ITS SITE, ZEEL DOES NOT RECOMMEND ANY OF THE ZEEL PROVIDERS AND DOES NOT PROVIDE THE SERVICES RENDERED BY SUCH PROVIDERS. YOU MUST LOOK SOLELY TO SUCH PERSONS FOR ALL SUCH SERVICES. ZEEL DOES NOT UNDERTAKE TO RESOLVE ANY DISPUTE THAT YOU MAY HAVE WITH ANY ZEEL PROVIDER THAT YOU LEARN ABOUT ON THE SITE AND/OR VIA THE SERVICE. Appointment Booking with Zeel Providers in the Zeel Network Through the Site, Zeel Members may have the ability to make appointments with various health professionals who are part of the Zeel network (each, such health professional, a "Zeel Provider" and the Zeel network of Zeel Providers is referred to as the "Zeel Network"). As a condition of being permitted to make appointments with Zeel Providers through the Service, Zeel Members agree with the following appointment booking terms: Prices: The rates listed on the Site are the standard fees for the listed service, which may change at any time. In addition, fees for services provided by a Zeel Provider may vary depending on a variety of factors such as length, day, time, or location of appointment. Zeel Providers and/or the Zeel Site will clarify if any variation is required, and if so, Zeel Members will be informed of the final cost of the appointment. Liability: Zeel shall not have any liability whatsoever for any of the services provided by Zeel Providers. Zeel Providers bear sole liability for all of the services provided, including those services that are booked through the Zeel Service. Exclusive Booking through Zeel: In order to receive pre-negotiated rates with Zeel Providers, Zeel Members agree that once a Zeel Member has made an appointment with a Zeel Provider through the Zeel Network, all subsequent appointments with the Zeel Provider will be made through Zeel, as long as the Zeel Provider is an active participant in the Zeel Network and you continue to keep your membership active and in good standing. Members agree to pay only Zeel for services rendered by a Zeel Provider. Terms for All Appointments: This Agreement applies to all appointments booked through the Zeel Service. Responsibility for Payment: You agree to pay to Zeel all amounts billed to you for services provided by a Zeel Provider, whether or not you dispute the amount of the charge or the quality or nature of the services provided. Dispute Resolution: Although Zeel retains the right to mediate any dispute between you and a Zeel Provider, all disputes between you and such Zeel Provider must ultimately be resolved by you, the Zeel Member. All sales booked through the Zeel Site are final and Zeel provides no refunds. Public forums By sending or transmitting to us information, opinions, creative suggestions, ideas, notes, concepts, or other materials (collectively, "Materials"), or by posting such Materials to any area of the Site or our Facebook, Twitter, or other social media accounts, you grant Zeel and its designees a worldwide, non-exclusive, sublicenseable (through multiple tiers), assignable, royalty-free, perpetual, irrevocable right to use, reproduce, distribute (through multiple tiers), create derivative works of, publicly perform, publicly display, digitally perform, make, have made, sell, offer for sale and import such Materials in any media now known or hereafter developed, for any purpose whatsoever, commercial or otherwise, without compensation to the provider of the Materials. None of the Materials shall be subject to any obligation, whether of confidentiality, attribution, or otherwise, on our part and we shall not be liable for any use or disclosure of any Materials. Any user failing to comply with the terms and conditions of this Agreement may be expelled from, and refused continued access to, the public forums in the future. Zeel or its designated agents may remove or alter any user-created content at any time for any reason. Public forums are intended to serve as discussion centers for users and members. Information and content posted within these public forums may be provided by Zeel staff, Zeel's outside contributors, or by users not connected with Zeel, some of whom may employ anonymous user names. We neither endorse nor are responsible for any opinion, advice, information, or statement made or displayed on the Site by users. We are not responsible for any errors or omissions in articles or postings, for hyperlinks embedded in messages, or for any results obtained from the use of such information. Under no circumstances will Zeel and/or its affiliates, suppliers, or agents be liable for any loss or damage caused by your reliance on such information obtained through the Site. We cannot and do not take responsibility for the veracity, reliability, or completeness of any opinion, advice, information, or statement available on the Site. The opinions expressed on the Site by users reflect solely the opinions of the users who post thereon and do not reflect the opinions of Zeel. We have no obligation to monitor user postings on the Site. However, you acknowledge and agree that we have the right (but not the obligation) to monitor the Site and the materials any user may transmit or post; to alter or remove any such materials; and to disclose such materials and the circumstances surrounding their transmission to any third party in order to operate the Site properly; to protect ourselves, our sponsors, and our members and visitors; and to comply with legal obligations or governmental requests. Users of the Site must not post profanity; sexual, ethnic or racial or other discriminating slurs; or material which contains no relevant or constructive content. Nor shall users identify individuals in a negative or derogatory fashion. Users are also prohibited from posting any proprietary information, trade secrets or confidential information which is the property of any other individual or entity, without the permission of such individual or entity. Although Zeel has no obligation to do so, Zeel may monitor messages and other information posted on its Site and reserves the right to delete portions of or entire posts which violate the above rules, messages or topics that are unrelated to the Service, and advertisements or other commercial messages. If you believe a message violates our member policies, please contact Zeel immediately at contact us at www.zeel.com/a/contact-us so that we can consider its editing or removal. Contests Zeel may provide contests on its Site. The rules, regulations, and procedures governing such contests shall be accessible through a hypertext link displayed on the web page where the contest or game may be located. By entering or participating in any of our contests or games, you agree to be subject to those rules, regulations and procedures as well as the terms and conditions of this Agreement. Z Points Rewards Program Zeel Members who purchase services on Zeel and/or perform certain other actions on Zeel, including but not limited to social-sharing of appointments and posting reviews, may automatically earn Z Points, which may be redeemed for reductions in the cost of future services booked through Zeel or for products or services with select third-party partners listed in the Z Points Rewards Program section of our Site. Only Zeel Members in good standing may redeem Z Points. The quantity of Z points earned for purchases and for actions taken on the Zeel Site shall be listed on the Zeel Site at all times. We reserve the right to add to and/or change the terms & conditions of the Z Points Rewards Program ("Program") at any time. This means, for example, that we may change the number of points earned for spending, or the number of points required to redeem rewards, impose caps and/or fees on earning and/or redeeming points, impose expiration dates on existing or future points, and/or cancel rewards. In addition, we reserve the right to terminate the program with three months' prior notice. During the three-month notice period, we may change or cancel some or all of the then-current rewards. Your right to earn points and redeem accumulated points will terminate three months after we give you this notice. All rewards are subject to availability. Certain rewards are available only during the time periods described in program communications by email or on our Site. Terms and conditions of and any restrictions on rewards are set forth in Program communications (including the Zeel Site) and/or on certificates and gift cards, if any, issued when Z Points are redeemed. Merchants participating in the Program are subject to change. BY REDEEMING REWARDS, YOU RELEASE ZEEL AND ITS PARENT, SUBSIDIARIES AND AFFILIATES AS WELL AS ITS PARTNERS FROM ANY AND ALL LIABILITY REGARDING THE REDEMPTION OR USE OF REWARDS OR OTHER PARTICIPATION IN THE PROGRAM. SOME REWARDS AND/OR CERTIFICATES AND GIFT CARDS REQUIRE AN ADDITIONAL CHARGE FOR SHIPPING AND HANDLING. POINTS ACCRUED IN YOUR ACCOUNT DO NOT CONSTITUTE YOUR PROPERTY AND ARE NOT TRANSFERABLE BY OPERATION OF LAW OR OTHERWISE TO ANY PERSON OR ENTITY AND CANNOT BE TRANSFERRED TO ANY OTHER ACCOUNT. FRAUD OR ABUSE RELATING TO THE ACCRUAL OF POINTS OR REDEMPTION OF REWARDS MAY RESULT IN FORFEITURE OF ACCRUED POINTS AS WELL AS CANCELLATION OF YOUR PROGRAM ACCOUNT. The Program is intended to be a service provided to an individual, not a company. It is therefore considered fraudulent and abusive for any individual or company to (i) direct or compel any individual to redeem points for company use or (ii) to direct, compel, encourage or allow any individual to use a single account for the purpose of accumulating points for company use. The determination of tax liability for any federal, state or local taxes (as may be applicable) arising out of the accrual or conversion of points or redemption of rewards in the Program shall be your sole responsibility. Term and Termination Term. The term of this Agreement (the "Term") shall commence on the date on which you first access or utilize the Service or the Site in any way (the "Effective Date") and will continue so long as you continue to access or utilize the Service or the Site. Effect of Termination. The terms of this Agreement shall survive expiration or termination of your membership. Payments by you, which accrue or are due before termination of your membership, shall continue to be payable by you, and amounts owed to Zeel at the time of such termination or expiration shall continue to be owed by you, after such expiration or termination. Ownership Proprietary Information. You acknowledge and agree that: (i) the Service, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, "Proprietary Information"), is owned by Zeel and its third party Content providers ("Content Providers"), as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of Zeel; (iii) the Proprietary Information is licensed, rather than sold, to you pursuant to this Agreement; and (iv) you have no rights in the Proprietary Information, other than the rights and licenses specifically granted to you pursuant to this Agreement. Confidentiality. You hereby acknowledge that Zeel may disclose to you, as part of or in conjunction with Proprietary Information, valuable confidential information of Zeel. You agree to hold all such confidential information in confidence and not to disclose such confidential information to anyone other than your employees with a bona fide need to know, provided such employees are governed by a parallel confidentiality obligation of equal or greater force. Additionally, you agree to use at least that degree of care which you use to protect your own information of a similar confidential nature, but in no event less than reasonable protection. Excluded from such confidential information is information which, as proven by you by clear and convincing evidence, was in your possession without confidential limitation prior to disclosure, is known or becomes known to the general public without breach of this Agreement, is received rightfully by you without confidentiality limitations from a third party, or is disclosed publicly by Zeel without substantially similar confidentiality restrictions. This confidentiality obligation is to survive the termination, expiration or cancellation of this Agreement for any cause whatsoever, and to remain in force in perpetuity. Competitive Services. You are prohibited from developing, marketing, or selling, and shall not, develop, market or sell or help to develop, market or sell any competitive service based on or derived in any way from the use of the Site or from Proprietary Information or from the benefits of know-how resulting from access to or work with Zeel's confidential information. The term "benefits of know how" means information in non-tangible form which may be retained by persons who have had access to the confidential information, including ideas, concepts, know how or techniques contained therein. Trademarks You acknowledge that Zeel has acquired, and is the owner of, trademark rights in the name and word mark "Zeel"tm and in the other marks and design marks displayed on the Site. You acknowledge that this name and these marks are famous and internationally known. You shall not, at any time or for any reason, challenge the validity of, or Zeel's ownership of, the foregoing name and marks, and you waive any rights you may have at any time to do so. All use of the foregoing name and marks by you shall inure exclusively to the benefit of Zeel. All marks shown on the Site but not owned by Zeel are the property of their respective owners. Claims of Copyright Infringement The Digital Millennium Copyright Act of 1998 (the "DMCA") provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by Zeel infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Site are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Zeel to locate the material on the Site; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has 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 (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send Zeel a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details. Notices and counter-notices with respect to the Site should be sent to legal AT zeel.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. Disclaimer of Warranty THE SITE AND THE SERVICE IS PROVIDED "AS IS" WITH ALL FAULTS, AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU ACKNOWLEDGE THAT, BECAUSE OF THE NATURE OF THE INTERNET, MOBILE NETWORKS, AND THE DEVICES WHICH ACCESS THE INTERNET AND/OR MOBILE NETWORKS, THE SERVICE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION, DATA, AUDIO AND VIDEO TRANSMITTED OVER THE INTERNET AND/OR MOBILE NETWORKS MAY BE SUBJECT TO INTERRUPTION OR THIRD PARTY INTERCEPTION AND MODIFICATION. ZEEL DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NONE OF ZEEL, ITS AFFILIATES OR SERVICE PROVIDERS, ZEEL'S CONTENT PROVIDERS AND/OR THEIR RESPECTIVE AFFILIATES, SUBSIDIARIES NOR THE EMPLOYEES, AGENTS AND/OR CONTRACTORS (COLLECTIVELY, THE "ZEEL PARTIES") WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SITE AND/OR THE SERVICE. Limitation of Liability EACH USER IS SOLELY RESPONSIBLE FOR (I) HIS OR HER USE OF THE SERVICE, AND (II) ANY DAMAGES INCURRED BY HIM OR HER OR ANY THIRD PARTY THAT ARISE FROM OR ARE RELATED TO THE SERVICE. NONE OF THE ZEEL PARTIES WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICE, EXCEPT TO THE EXTENT SUCH DAMAGES ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO HAVE ARISEN DIRECTLY FROM A WILLFUL BREACH BY ZEEL OF ANY OF ITS EXPRESS OBLIGATIONS HEREUNDER. IN THE EVENT OF SUCH A FINDING, THE AGGREGATE LIABILITY OF THE ZEEL PARTIES FOR ANY DAMAGES, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO ACTUAL DAMAGES PROVED NOT TO EXCEED THE AMOUNT PAID BY YOU TO ZEEL FOR THE SERVICE. NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH HEREIN, NONE OF THE ZEEL PARTIES SHALL BE LIABLE FOR ANY PUNITIVE, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF ZEEL OR ITS CONTENT PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NONE OF THE ZEEL PARTIES SHALL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSSES; COSTS OR DAMAGES OF ANY KIND INCURRED OR SUFFERED BY YOU AS A RESULT OF SERVICES PROVIDED BY ANY OF THE ZEEL PROVIDERS ACCESSED THROUGH THE SITE. Force Majeure Zeel shall not be liable for any delay or failure to perform any obligation herein if the delay or failure is due to unforeseen events that are beyond Zeel's reasonable control, such as strikes, blockade, war, terrorism, riots, natural disasters, epidemic or governmental action, in so far as such an event prevents or delays Zeel in fulfilling its obligations hereunder. Indemnification You shall defend, indemnify and hold Zeel harmless against any loss or damage of any kind (including, without limitation, attorneys' fees and lost revenues) arising from: (i) any and all breaches by you of this Agreement or any representation, warranty or covenant contained herein; (ii) any and all use of the Service not specifically authorized hereunder and on the Site; and (iii) any and all claims and actions against Zeel by other parties to whom you allow access to the Service. Additional Service Features The Site may contain information on products, and services provided by third parties, including its Providers, and links (including advertisements) to third party web sites. This information and these products, services, and links are provided only as a convenience to users. Zeel does not review or control this information or these products, services, or other web sites, and Zeel does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites. Inclusion of any of the foregoing in the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with Zeel with respect to any third party or its web site or content, or any information, products, or services provided by that third party. Inadequacy of Legal Remedy You acknowledge that Zeel's legal remedies (including the recovery of damages) are not sufficient in the event of any breach by you of any provisions of this Agreement regarding the ownership, use, copying or distribution of the Site or the Service and that Zeel would suffer continuing and irreparable injury to its business as a direct result of such breach. Therefore, in the event of any such breach, you consent to entry of any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without the posting of any bond or other security or proof of actual damages or irreparable harm. Place for all Disputes All disputes arising out of this Agreement or the performance thereof shall be determined exclusively under the laws of the State of New York, without reference to its conflict-of-law provisions, and you consent to the personal jurisdiction of the state and federal courts located in New York County, New York. You shall not initiate any legal proceeding arising out of this Agreement or the performance thereof in any jurisdiction other than in the state or federal courts located in New York County, New York. In any proceeding to enforce Zeel's rights hereunder, Zeel shall be awarded all of its costs and fees, including reasonable attorneys' fees. Entire Agreement; Variation This Agreement and any license contained in Zeel's products set forth the entire agreement between Zeel and you with respect to the Service; provided, however, that Zeel Providers will also be required to enter into the Zeel Provider Agreement and provided further that Zeel reserves the right to modify this Agreement at any time at its sole discretion. These Terms of Use may be changed, modified, supplemented and/or updated by the Company from time to time without advance notice by posting here and you will be bound by any such changed, modified, supplemented or updated Terms of Use if you continue to use this Website after such changes are posted. Unless otherwise indicated, any new Content added to this Website will also be subject to these Terms of Use effective upon the date of any such addition. You can review the most current version of these terms by clicking on the "Terms of Use" hypertext link located at the bottom of our web pages and some of our mobile pages. You are responsible for checking these terms periodically for changes. If you continue to use the Website after we post changes to these Terms of Use, you are signifying your acceptance of the new terms. Severability If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement shall not be affected thereby. Notices When any notice is required or authorized hereunder, such notice shall be given in writing by recognized overnight express service, certified or registered mail, or personal delivery, in the case of Zeel, to the address on this Site, with a copy to: Adam Dinow, Wilson Sonsini Goodrich & Rosati,1301 Avenue of the Americas, 40th Floor, New York, New York 10019-6022, and in your case, to your attention at the address on file with Zeel, or such other address as may be obtained through means believed by Zeel in good faith to be accurate. A notice shall be deemed given on the date of personal delivery, one business day after being deposited with the overnight express service, or five days after being deposited in the certified or registered mail. Relationship of Parties Nothing herein shall be deemed to create an employer-employee relationship between Zeel and you, nor any agency, joint venture or partnership relationship between the parties. Neither party shall have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other. Jurisdictional Issues Zeel makes no representation or warranty that the content and materials on the Site or the Service are appropriate or available for use in locations outside the United States. Those who choose to access the Site or use the Service 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. Zeel reserves the right, at any time in our sole discretion, to limit the availability and accessibility of the Site or the Service to any person, geographic area, or jurisdiction we so desire, and to limit the quantities of any such Service or products that we provide. Export You understand that the Service or parts thereof may be a regulated commodity under the export control laws of the United States, as amended from time to time, and the regulations thereunder, and may require a license to be exported. The Service may not be exported or re-exported in violation of such laws. Waiver No delay, omission, or failure to exercise any right or remedy provided herein shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right. Assignment Neither this Agreement nor any of the rights granted to you herein may be assigned or transferred by you, whether voluntarily or by operation of law, without the express prior written permission of Zeel and any attempt to do so shall be null and void. However, Zeel may assign or transfer this Agreement at any time without your permission. Third-Party Beneficiaries The provisions of this Agreement relating to the rights of Zeel's Content Providers are intended for the benefit of such Content Providers, and such Content Providers, as third-party beneficiaries, shall be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to this Agreement.