ZUG.com Terms of UseThese Terms of Uses (the "Terms of Use") set forth the terms and conditions of the agreement between you (sometimes referred to herein as a "user") and ZUG.com with respect to your use of the ZUG.com Website (as defined below). These Terms of Use are legally binding on you upon acceptance. ZUG.com reserves the right to amend these Terms of Use at any time and without notice, and it is your responsibility to review these Terms of Use for any changes. Changes will be posted on the Website and will become effective immediately and automatically upon posting. Your use of the ZUG.com Website following any amendment of these Terms of Use will signify your acceptance of the revised terms. All references herein to ZUG.com or the ZUG.com Website shall mean and include Media Shower, Inc., a Massachusetts corporation that operates the ZUG.com Website and provides the services therein, and all parents, subsidiaries and affiliates thereof and their respective officers, directors, employees and agents, and any successors and assigns of any of the foregoing. 1. Acceptance BY USING AND/OR VISITING THIS WEBSITE (the "ZUG.com Website" or "Website"), YOU SIGNIFY YOUR AGREEMENT TO BE BOUND BY BOTH THESE TERMS OF USE AND ZUG.COM'S PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of the terms and conditions set forth in these Terms of Use, then please do not use the ZUG.com Website. 2. Website; Links and Advertisers These Terms of Use apply to all users of the ZUG.com Website, including users who are also contributors of content (written, electronic, video or otherwise), submission, information, and other materials or services on the Website. Unless explicitly stated otherwise, any new feature that supplements or enhances the current Website or services shall be subject to these Terms of Use. You understand and agree that the Website and services are provided AS IS and without warranties, as stated below. The ZUG.com Website may contain links to third-party websites that are not owned or controlled by ZUG.com, and the appearance or provision of such links does not constitute an endorsement thereof by ZUG.com. ZUG.com has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third-party websites. In addition, ZUG.com will not and cannot censor or edit the content of any third-party site. By using the Website, you expressly relieve ZUG.com from any and all liability arising from your use of any third-party website. Accordingly, we encourage you to be aware when you leave the ZUG.com Website and to read the terms and conditions and privacy policy of each additional website that you visit. From time to time, you may communicate with, receive communications from, be re-directed to, interact with, participate in or use the services or obtain goods and services of or from third parties such as our advertisers, sponsors, or promotional partners as a result of your use of the Website. Your correspondence or business dealings with, or participation in promotions of, such third parties, including advertisers, found on or through ZUG.com, including payment and delivery of related goods or services and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that ZUG.com shall not be 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 third parties on the ZUG.com Website. 3. Access A. ZUG.com hereby grants you permission to use the Website as set forth in these Terms of Use, provided that: (i) your use of the Website is solely for your personal, non-commercial use; and (ii) you will comply with the terms and conditions of these Terms of Use. B. In order to access some features of the Website, you may have to create an account and password. Please read our Privacy Policy, which describes how we collect, use, disclose and manage any personally identifiable information provided by users of the Website. In consideration of your use of the Website and when creating your account, you must provide true, accurate and complete information as and when requested and you must update such information promptly to keep it true, accurate and complete. If ZUG.com has reasonable grounds to suspect that any such information is not true, accurate or complete, ZUG.com may suspend or terminate your account and/or refuse you access to the Website or any portion thereof. ZUG.com may also suspend or terminate your account for any other reason without any liability to you. You are solely and fully responsible for the activity that occurs on your account, and you must keep your account password (if applicable) secure. You must notify ZUG.com immediately of any breach of security or unauthorized use of your account. Although ZUG.com will not be liable for losses caused by any unauthorized use of your account, you may be liable for the losses of ZUG.com or others due to such unauthorized use. You may never use another's account without permission. C. You agree not to use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Website in a manner that sends more request messages to the ZUG.com servers in a given period of time than a human can reasonably produce in the same period by using a conventional web browser. Notwithstanding the foregoing, ZUG.com grants the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. ZUG.com reserves the right to revoke these exceptions either generally or in specific cases. D. You further agree not to (i) upload, post, e-mail, distribute or otherwise transmit any material or program that contains malicious code, such as viruses, timebombs, cancelbots, worms, Trojan horses or spyware, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, telecommunications equipment, network, server or other system; (ii) disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges; (iii) interfere with or disrupt ZUG.com or servers or networks connected to ZUG.com, or disobey any requirements, procedures, policies or regulations of networks connected to ZUG.com; (iv) violate any local, state, national or international law and any regulations, orders or treaties having the force of law; or (iv) use the Website to do any of the foregoing. 4. Capacity and Authority The ZUG.com Website is offered and made available only to users 18 years of age or older. By using the site, you affirm that you are 18 years of age or older 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. If you are under 18 years of age, then please do not use the ZUG.com Website -- there are lots of other great web sites for you. Talk to your parents about what sites are appropriate for you. 5. Our Intellectual Property Rights The content on the ZUG.com Website (except all User Submissions, as defined below), including without limitation the text, software, scripts, design, images, graphics, artwork, photos, illustrations, sounds, music, audio and video materials, interactive features and the like ("Content"), and all trademarks, service marks, trade names and logos contained therein ("Marks"), are owned by or licensed to ZUG.com, subject to copyright and other intellectual property rights under U.S. and foreign laws and regulations. Content on the Website is provided to you AS IS for your information and personal, non-commercial use only. You may not (and may not permit any other party to) use, copy, reproduce, modify, create derivative works from, display, distribute, transmit, broadcast, perform, publish, sell, license, rent, lease, or otherwise exploit for any purpose whatsoever such Content and Marks or any part of the Website except as expressly permitted herein without the prior written consent of the respective owner(s). Any unauthorized use may subject you to civil liability, criminal prosecution, or both. You agree not to circumvent, disable or otherwise interfere with the security or security-related features of the ZUG.com Website or features that prevent or restrict use or copying of any Content or enforce limitations on use of the ZUG.com Website or the Content therein. ZUG.com reserves all rights not expressly granted in and to the Website and the Content. 6. User Submissions; License Rights; Rules of Conduct A. The ZUG.com Website may now or in the future permit the submission of text, files, images, photos, writings, emails, postings, messages, sounds, musical works, works of authorship, videos or other communications submitted by you and other users ("User Submissions") and the hosting, sharing, and/or publishing of such User Submissions. You understand that whether or not such User Submissions are published, ZUG.com does not guarantee any confidentiality or security with respect to any submissions and makes no warranties, express or implied, as to the User Submissions or the accuracy or reliability thereof. B. You shall be solely responsible for your own User Submissions and the consequences of posting or publishing them. In connection with User Submissions, you affirm, represent, and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use, and authorize ZUG.com to use, all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of your User Submissions to enable inclusion and use of such submissions in the manner contemplated by the Website and these Terms of Use and that the posting of such User Submissions will not violate or infringe any rights of any other person; (ii) you have the express consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by the Website and these Terms of Use; and (iii) your User Submissions do and will not, in any way, violate or breach any of these Terms of Use, and were produced in compliance with the terms hereof and all applicable laws. C. For clarity, you retain all of your ownership rights in your User Submissions (unless there is an express writing between you and ZUG.com to the contrary). By submitting User Submissions to ZUG.com, you hereby grant ZUG.com a worldwide, perpetual, non-exclusive, fully-paid, royalty-free, sublicenseable and transferable license to use, reproduce, distribute, sublicense, modify, adapt, edit, transmit, prepare derivative works of, display, publish and perform the User Submissions in connection with the ZUG.com Website and ZUG.com's (and any successor's or assign's) business, including without limitation for promoting and redistributing part or all of the ZUG.com Website (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each other user of the ZUG.com Website a non-exclusive license to access your User Submissions through the Website, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through the functionality of the Website and under these Terms of Use. D. In connection with User Submissions and/or your use of the Website, you further agree that you will not: (i) upload, post, email, transmit or submit material that you do not have a right to transmit, or that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights (unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant ZUG.com all of the license rights granted herein) or that infringes any intellectual property rights (including any patent, trademark, trade secret, copyright or similar rights) of any other party; (ii) publish falsehoods or misrepresentations that could damage ZUG.com, the Website, or any third party; (iii) upload, post, email, transmit or submit material that is unlawful, harmful, vulgar, obscene, defamatory, libelous, threatening, intimidating, pornographic, indecent, harassing, hateful, racially, culturally or ethnically offensive, abusive, discriminatory, invasive of another's privacy, harms or exploits minors in any way, or incites, encourages or promotes conduct that would be considered illegal or criminal, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) upload, post, email, transmit or submit unsolicited or unauthorized advertisements, promotions, junk mail, spam, chain letters or pyramid schemes, or use the Website for any commercial solicitation purposes; (v) impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity; (vi) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content or submission; (vii) stalk or otherwise harass, or advocate the harassment of, any individual or entity, including any other user; or (viii) collect, harvest or solicit personal information from anyone under the age of 18 or for commercial or unlawful purposes, or provide personal information about another user. E. ZUG.com does not endorse and has no control over any User Submission or any opinion, recommendation, or advice expressed therein, and ZUG.com expressly disclaims any and all liability in connection with User Submissions. ZUG.com does not permit copyright infringing activities and infringement of intellectual property rights on its Website, and ZUG.com will remove all Content and User Submissions if properly notified that such Content or User Submission infringes on another's intellectual property rights. ZUG.com will also terminate a user's access to its Website if they are determined to be a repeat infringer. ZUG.com also reserves the right to decide whether Content or a User Submission is appropriate and complies with these Terms of Use and to decide whether there exist violations other than copyright infringement and violations of intellectual property law, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. ZUG.com may refuse to post or to remove such Content or User Submissions and/or terminate a user's access for uploading such material in violation of these Terms of Use at any time, without prior notice or liability and at its sole discretion, or for any other reason. F. In particular, if you are a copyright owner or an agent thereof and believe that any User Submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act. Your notice should include the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the site; (iv) your address, telephone number, and e-mail address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. Any claims of copyright infringement on the Website can be sent through our contact form. G. You understand that when using the ZUG.com Website, you will be exposed to User Submissions from a variety of sources, and that ZUG.com is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. ZUG.com may, but is not required to, pre-screen User Submissions. If at any time ZUG.com chooses in its sole discretion to monitor User Submissions, it nonetheless assumes no responsibility or liability for such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against ZUG.com with respect thereto, and agree to indemnify and hold ZUG.com, its parents, subsidiaries, affiliates, and/or licensors, and their respective officers, directors, employees and agents harmless to the fullest extent allowed by law regarding all matters related to your use of the Website. H. If ZUG.com determines, in its sole discretion, that any Content or User Submission does or may violate any of these Terms of Use, we reserve the right, at any time without notice or liability to (i) refuse to allow a user to post; (ii) remove or delete such Content or User Submission; (iii) revoke a user's right to use the Website; and/or (iv) use any technological, legal, operational or other means available to enforce these Terms of Use. I. You acknowledge and agree that ZUG.com may preserve User Submissions and may disclose the same if required to do so by law or if such preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms of Use; (iii) respond to claims that any User Submission violates the rights of third-parties; or (iv) protect the rights, property, or personal safety of ZUG.com, its users and the public. ZUG.com reserves the right to investigate and take appropriate legal action against anyone who, in ZUG.com's sole discretion, violates any provision of these Terms of Use or applicable law. J. ZUG.com reserves the right at any time to discontinue, temporarily or permanently, the ZUG.com Website (or any part thereof) without notice or liability. 7. Viral Features There may be portions of the Website, Content, functionality or features (e.g, digital streaming media player(s)) ("Viral Features") that ZUG.com makes available to users for personal use. While ZUG.com can change how, to whom and to what extent it makes these Viral Features available at any time without any notice and in its sole discretion, so long as they are available to you, whenever you visit the Website or take advantage of any of these Viral Features (whether you use these Viral Features on your own personal or customized web pages, whether they are displayed or appear embedded or housed within a web page or website of anyone else, whether a commercial website or web page, an advertisement, promotional message or even a personalized or customized web page of a friend or through any device that can access any of these Viral Features), you are bound by the applicable provisions of these Terms of Use and our Privacy Policy. 8. Warranty Disclaimer Your agree that your use of the ZUG.com Website shall be at your sole risk. ZUG.com and all Content, User Submissions and materials made available thereon are provided on as "AS IS" and "AS AVAILABLE" basis. To the fullest extent permitted by law, ZUG.com, and its parents, subsidiaries and affiliates thereof, and their respective officers, directors, employees, and agents, disclaim all warranties of any kind, express or implied, in connection with the Website and your use thereof, including any warranties of merchantability, fitness for a particular purpose and non-infringement. ZUG.com does not make any warranties or representations about the accuracy or completeness of the Website's Content or the content of any sites linked to the Website, and assumes no liability of responsibility for any (i) errors, omissions, mistakes or inaccuracies of Content or User Submissions, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of (or inability to use) the Website or any site linked thereto, (iii) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information and/or Content and/or User Submissions stored thereon, (iv) any interruption or cessation of transmission to or from the Website, (v) any bugs, viruses, Trojan horses, malicious code or the like which may be transmitted to or through the Website by any third party, and/or (vi) any loss or damage of any kind incurred as a result of the use of any Content or User Submission posted, emailed, transmitted, or otherwise made available via the ZUG.com Website. ZUG.com does not warrant, endorse, guarantee or assume responsibility for any product or service advertised or offered by a third party through the Website or any hyperlinked website or featured in any banner or other advertising, and ZUG.com will not be a party to or in any way be responsible for monitoring any transaction between any user and any 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. ZUG.com make no warranty that (a) ZUG.com or the Website will meet your requirements, (b) ZUG.com or the Website will be available for use, uninterrupted, timely, secure, or error-free, (c) the results that may be obtained from the use of ZUG.com or the Website will be accurate or reliable, (d) the quality of any services, information or materials purchased or obtained by you through ZUG.com or the Website will meet your expectations, and (e) any errors in software will be corrected. Any material downloaded or otherwise obtained through the use of ZUG.com or the Website is done at your own discretion and risk and you will be solely responsible for any damage to your computer system or loss of data that results from the download of any such material. No advice or information, whether oral or written, obtained by you from ZUG.com or through or from the Website shall create any warranty not expressly stated in these Terms of Use. 9. Limitation of Liability In no event shall ZUG.com, its parents, subsidiaries and affiliates, and their respective officers, directors, employees and agents, be liable to you for any direct, indirect, incidental, special, exemplary, punitive or consequential damages whatsoever, including but not limited to damages for loss of profits, loss of use, loss of data, harm to goodwill and other intangible losses, even if advised of the possibility of such damages, resulting from (i) any errors, omissions, mistakes or inaccuracies of Content or User Submissions, (ii) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of (or inability to use) the Website or any site linked thereto, (iii) any unauthorized access to or use of our servers and/or any and all personal information and/or financial information and/or Content and/or User Submissions stored thereon, (iv) any interruption or cessation of transmission to or from the Website, (v) any bugs, viruses, Trojan horses, malicious code or the like which may be transmitted to or through the Website by any third party, and/or (vi) any loss or damage of any kind incurred as a result of the use of any Content or User Submission posted, emailed, transmitted, or otherwise made available via the ZUG.com Website, in any case whether based on warranty, contract, tort or any other legal theory, and whether or not ZUG.com was advised of the possibility of such damages. The foregoing limitation of liability shall apply only in those jurisdictions where permitted by law. You specifically acknowledge that ZUG.com shall not be liable for User Submissions or the defamatory, offensive, illegal or other conduct of any third party, and that the risk of harm or damage from the foregoing rests entirely with you. The Website is controlled and offered by ZUG.com from its facilities in the United States of America. ZUG.com makes no representations that the ZUG.com Website is appropriate or available for use in other locations. Those who access or use the ZUG.com Website from other jurisdictions do so of their own volition and are responsible for compliance with local law. 10. Indemnity You agree to defend, indemnify and hold harmless the Website, ZUG.com, its parents, subsidiaries and affiliates, and their respective officers, directors, employees and agents, and any successors and assigns of any of the foregoing, from and against any and all claims, actions, demands, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of or access to the ZUG.com Website; (ii) your breach or violation of these Terms of Use; (iii) your violation of any third party rights, including without limitation any copyright, property, intellectual property, or privacy rights; or (iv) any of your User Submissions, including any claim that one of your User Submissions caused damage to a third party. This defense and indemnification obligation will survive these Terms of Use and your use of the ZUG.com Website. 11. General A. You agree that the ZUG.com Website shall be deemed solely based in Massachusetts, and that the ZUG.com Website shall be deemed a passive website that does not give rise to personal jurisdiction over ZUG.com, either specific or general, in jurisdictions other than Massachusetts. B. These Terms of Use shall be governed by the internal substantive laws of the Commonwealth of Massachusetts, without respect to its conflict of laws principles. Any claim or dispute between you and ZUG.com that arises in whole or in part from the ZUG.com Website shall be decided exclusively by a court of competent jurisdiction located in Suffolk County, Massachusetts. C. These Terms of Use, together with the Privacy Notice and any other legal notices published by ZUG.com on the Website, shall constitute the entire agreement between you and ZUG.com concerning the ZUG.com Website and shall govern your use of the Website. D. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. E. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and ZUG.com's failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision. F. YOU AND ZUG.COM AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE ZUG.COM WEBSITE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. G. These Terms of Use, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ZUG.com without restriction. H. The Website may also provide rules of participation for certain activities and services, including contests and sweepstakes. Those rules are also incorporated herein by reference and are governed by these Terms of Use. To the extent there is a conflict between any other rules of participation and these Terms of Use, these Terms of Use will govern. I. These Terms of Use will remain in full force and effect as long as you are a user of the Website and in the event of termination of your membership, you will still be bound by your obligations hereunder, under the Privacy Policy, and any additional rules of participation.
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