Public: Do not check either box, this is the default type. Visible to all users. Users must apply and be approved to join.

Public/Open: Only check the Open option. Visible to all users. Users are automatically approved when they apply.

Private: Only check the "Private" option. Only visible to those who have the link. Users must apply and be approved to join.

Private/Open: Check both options. Only visible to those who have the link. Users are automatically approved when they apply.

Only enter a dollar value in this field if you are expecting attendees to actually give money to you, the organizer. If the event will cost money, but you, as the organizer are not collecting that money, then just enter information about the cost of the event into the description.

Terms and Conditions

please read this document before use zimidy

ZIMIDY TERMS AND CONDITIONS OF USE

Version 1.0, July 2, 2015

Thank you for using Zimidy's website (the "Website") and/or downloading the Zimidy mobile device application (the "Application") that provides access to Zimidy content and services, including without limitation, a portal for facilitating events (collectively, such content and services, together with the Application, are referred to herein as the "Zimidy Services"), made available by Zimidy, LLC ("Zimidy"). Download, installation and use of the Application, and access to Zimidy Services, however accessed, are all offered to you, the individual user, by Zimidy subject strictly to the terms and conditions set forth below.

PLEASE READ THIS DOCUMENT CAREFULLY! THESE TERMS OF USE (THE "TERMS OF USE") GOVERN YOUR DOWNLOAD AND USE OF THE WEBSITE, THE APPLICATION AND ZIMIDY SERVICES INCLUDING IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. PLEASE PRINT OUT A COPY OF THESE TERMS OF USE TO KEEP FOR YOUR OWN RECORDS. THE MOST CURRENT VERSIONS OF THESE TERMS IS AVAILABLE ON THE WEBSITE.

Please also read Zimidy's Privacy Policy, which may be found at www.zimidy.com/page/privacy, and which is incorporated by reference into these Terms of Use.

By downloading, installing and/or using the Website, the Application or otherwise accessing or using the Zimidy Services, as applicable, you (the "User" or "you") acknowledge your legally binding acceptance of and agreement to these Terms of Use. If you do not agree to these Terms of Use, you are not authorized to use the Application, the Website, or any other Zimidy Services and should discontinue any use of the Application, the Website, and all other Zimidy Services.

Zimidy reserves the right to change or modify these Terms of Use from time to time. Zimidy will post any changes to the Terms of Use. The date of the latest changes will be indicated at the top of the document. You are advised to check the Terms of Use periodically for updates. Continued use of the Application, the Website and/or the Zimidy Services following the posting of changes will mean that you agree to be bound by such changes.



1. GENERAL TERMS



1.1 Licenses. Subject to the terms and conditions of this Agreement, Zimidy hereby grants to you a personal, fully revocable, non-transferable and non-exclusive license to (a) download, install and use the Application on a mobile device that you own or control, for the sole purpose of accessing the Zimidy Services, any upgrades, updates or corrections thereto provided by Zimidy to you, if any, and related user documentation offered by Zimidy to you; and (b) access and use the Zimidy Services exclusively through the Application and/or Website within the United States. Zimidy reserves the right to refuse access to the Zimidy Services to anyone for any reason at any time.

1.2 Not Intended for Children Age of 13 or Under.Zimidy offers the Zimidy Services exclusively for the use of individuals who are over the age of 13. We do not solicit or knowingly collect personal information from persons under the age of thirteen, and we do not knowingly market our products or services to persons under such age. Accounts of Users under the age of 13 years will be cancelled and deleted by Zimidy, upon receiving notice at [usersupport@zimidy.com].

1.3 Zimidy Content. You may not, under any circumstances, copy, access or otherwise use Zimidy Services separate or apart from your use of the Application and/or Website, whether to create a derivative work of all or any part of the Zimidy Services or otherwise. Additionally, by way of example, and not limitation, unless expressly authorized under these Terms of Use, you may not sublicense, alter, adapt, transmit, publicly perform or display, distribute, customize, modify, add to, delete from, create derivative works based upon any portion of the Zimidy Services, copy, screen capture, counterfeit or paste content available through Zimidy Services, excepting User Content as discussed below, ("Zimidy Content") to any other website or web page. Zimidy does not claim ownership of User Content that you post or generate on or through Zimidy Services. Such User Content is more specifically addressed in Section 1.7 below. Zimidy Content available through Zimidy Services includes content owned or licensed by Zimidy. Zimidy Content is protected by copyright, trademark, patent, trade secret and other laws, and, as between you and Zimidy, Zimidy owns and retains all rights in Zimidy Services, including without limitation the Application, the Website, and Zimidy Content. Without Zimidy's prior written consent, you may not, and may not permit others to: (a) modify or create any derivative works of the Application, the Website, Zimidy Content or its components; (b) decompile, disassemble, reverse engineer, reduce the Application, the Website or any Zimidy Services to perceptible form, or otherwise attempt to learn the source code, structure, algorithms or ideas underlying the Application, the Website or Zimidy Services that include software (except to the extent applicable laws specifically prohibit such restriction); (c) sell, distribute or otherwise make available the Zimidy Services or components thereof, or this license, in any way; (d) repackage or bundle the Application or the Website with other software: or (e) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Application, the Website, the Zimidy Services or Zimidy Content. You acknowledge and agree that modification of the Zimidy Content or use of the Zimidy Content for any other purpose is a violation of Zimidy's, our licensors' and suppliers' and possibly other third parties' copyright and proprietary rights. You agree to use the Website, the Application and the Zimidy Services only for purposes which are lawful in applicable national and local jurisdictions and all subdivisions thereof. If you violate any provision of these Terms of Use, your permission to use and access the Zimidy Services automatically terminates and you must immediately cease use of the Website, the Application and the Zimidy Services. Any other use or exploitation of the Zimidy Services, including without limitation the Application, the Website, and the Zimidy Content, is strictly prohibited. You agree not to interrupt, or attempt to interrupt, the operation of the Zimidy Services in any way.

1.4 Zimidy Brand Materials. The Zimidy name and logo are trademarks and/or service marks of Zimidy and may not be copied, imitated or used, in whole or in part, without the prior written permission of Zimidy, except to the extent Zimidy publishes brand use guidelines on Zimidy’s web site from time to time.

1.5 Disclaimer; Nature of Services. THE ZIMIDY SERVICES, INCLUDING, WITHOUT LIMITATION, THE APPLICATION, THE WEBSITE, AND ZIMIDY CONTENT, IS PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER ZIMIDY NOR ITS EMPLOYEES, MANAGERS, OFFICERS, AGENTS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, THE "ZIMIDY PARTIES") MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE APPLICATION AND/OR THE WEBSITE; (B) THE ZIMIDY SERVICES, INCLUDING BUT NOT LIMITED TO THE THE QUALITY OR SAFETY OF ANY EVENTS, WHETHER OR NOT THE SAME ARE FACILITATED THROUGH USE OF THE SERVICES; (C) THE ZIMIDY CONTENT; (D) USER CONTENT; OR (E) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO, OR FROM, ZIMIDY OR VIA THE ZIMIDY SERVICES. IN ADDITION, THE ZIMIDY PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS. NOTHING HEREIN SHALL BE CONSTRUED AS A WARRANTY OF COMPATIBILITY WITH ANY PARTICULAR MOBILE/COMPUTING DEVICE, OPERATING SYSTEM, OR OTHER SOFTWARE RESIDENT ON YOUR DEVICE.

THE ZIMIDY PARTIES DO NOT REPRESENT OR WARRANT THAT THE ZIMIDY SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE ZIMIDY SERVICES OR THE SERVER(S) THAT MAKES THE ZIMIDY SERVICES AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE ZIMIDY PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE ZIMIDY SERVICES IS TRUE, VALID, ACCURATE, COMPLETE, OR USEFUL.

YOU ACKNOWLEDGE THAT ZIMIDY HAS NO CONTROL OVER AND DOES NOT GUARANTEE THE QUALITY, SAFETY OR LEGALITY OF EVENTS ADVERTISED AND NOT SPONSORED BY ZIMIDY, THE TRUTH OR ACCURACY OF ANY USERS' CONTENT OR LISTINGS, OR THE ABILITY OF ANY USER TO PERFORM, OR ACTUALLY COMPLETE A TRANSACTION.

YOU ACKNOWLEDGE THAT YOUR USE OF THE ZIMIDY SERVICES IS AT YOUR SOLE RISK AND YOU EXPRESSLY ASSUME AND HEREBY EXPRESSLY RELEASE THE ZIMIDY PARTIES FROM ALL LIABILITY, IN TORT, CONTRACT OR OTHERWISE, INCURRED IN CONNECTION WITH DISPUTES BETWEEN YOU AND THIRD PARTIES (INCLUDING OTHER USERS) IN CONNECTION WITH THE SERVICES, YOUR ACCESS AND USE OF THE ZIMIDY SERVICES, THE WEBSITE, THE APPLICATION, OR ANY EVENTS LISTED THEREON. THE ZIMIDY PARTIES DO NOT WARRANT THAT YOUR USE OF THE ZIMIDY SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE ZIMIDY PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.

BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE.

IN NO EVENT SHALL ZIMIDY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE WEBSITE, THE APPLICATION, THE ZIMIDY SERVICES OR WITH THE DELAY OR INABILITY TO USE THE ZIMIDY SERVICES, EVEN IF ZIMIDY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. ZIMIDY IS NOT AFFILIATED WITH, AND HAS NO AGENCY OR EMPLOYMENT RELATIONSHIP WITH, ANY THIRD PARTY SERVICE PROVIDER USED IN CONJUNCTION WITH THE SERVICES, AND ZIMIDY HAS NO RESPONSIBILITY FOR, AND HEREBY DISCLAIMS ALL LIABILITY ARISING FROM, THE ACTS OR OMISSIONS OF ANY SUCH THIRD PARTY SERVICE PROVIDER. Zimidy makes no warranties, express or implied, that the use of the Zimidy Services does not infringe any patent or copyright of any third party. Notwithstanding the foregoing, you may report the misconduct of Users, Organizers, and/or third parties in connection with the Website, the Application or any Zimidy Services to Zimidy. Zimidy, in its sole discretion, may investigate the claim and take necessary action.

1.6Username/Password. You may be asked to create a username and password (combined, the “User Identity”). You shall hold and secure any such User Identity as strictly confidential. Third parties with knowledge of your User Identity can gain access to your account information and take other actions for which you will be held accountable and liable. Zimidy is entitled to, and will, assume that any person using the Zimidy Services under your User Identity is you and will hold you liable and responsible for all actions and/or statements made under your User Identity. Zimidy shall not be responsible whatsoever in the event that your User Identity is used by an unauthorized entity or misappropriated by a third party. We reserve the right to refuse or reject any username for any reason and/or force forfeiture of any username at any time for any reason. If you provide any information that is untrue, inaccurate, not current or incomplete, Zimidy has the right to suspend or terminate your account and refuse any and all current or future use of the Website, the Application and/or the Zimidy Services (or any portion thereof).

1.7 Posted Materials. ANY COMMUNICATION OF MATERIAL YOU TRANSMIT TO ZIMIDY VIA THE ZIMIDY SERVICE, OR OTHERWISE BY UPLOAD, POSTING, ELECTRONIC MAIL OR OTHERWISE, INCLUDING ANY IMAGE, VIDEO, MULTIMEDIA, DATA, QUESTIONS, COMMENTS, SUGGESTIONS OR THE LIKE IS, AND WILL BE TREATED AS, NON-CONFIDENTIAL AND NON-PROPRIETARY AS TO THE USER. Except as expressly set forth below or in our Privacy Policy, anything you transmit or post may be used by Zimidy for any purpose, including, but not limited to, reproduction, disclosure, transmission, publication, broadcast and posting. Furthermore, Zimidy is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Zimidy for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information without incurring any obligation whatsoever to you, and by sending such communication, you waive all your rights thereto. You agree that you are solely responsible for all data charges you incur in the use of the Zimidy Services, including without limitation data charges incurred in uploading images from a mobile device to the Zimidy Services using a cellular data connection.

1.7.1. User Content. Zimidy does not claim ownership of any images or other material that you transmit, post, upload, create, or generate on or through Zimidy Services (“User Content”). However, by transmitting, posting, uploading, creating or generating such User Content on or through Zimidy Services, you automatically grant to Zimidy a worldwide, royalty-free, sublicensable, perpetual, irrevocable, non-exclusive, transferable right and license to use, reproduce, modify, adapt, publish, edit, translate, distribute, publicly perform, display and otherwise exploit such material, including, but not limited to, all rights in copyright to such material and all elements thereof alone or as part of other works, throughout the universe, in perpetuity, in any form, media, or technology, whether now known or hereafter devised, and to sublicense such rights through multiple tiers of sublicenses, all without any obligation to you or any third parties, whether by way of compensation, attribution or otherwise. Such license granted to Zimidy extends to any commercial use of User Content, at Zimidy's sole and absolute discretion. You agree that Zimidy is not responsible for, and does not endorse, User Content posted within the Zimidy Services. Zimidy does not have any obligation to prescreen, monitor, edit, or remove any User Content, however Zimidy may, but have no obligation to, remove, edit, block, and/or monitor User Content or User accounts containing User Content that Zimidy determines in its sole discretion violates these Terms of Use. You shall bear responsibility for your User Content and, if your User Content violates these Terms of Use, you may be subject to legal recourse for such User Content.

1.7.2You acknowledge and agree that you elect to share or publish your User Content through the Zimidy Services at your own risk. You acknowledge and agree that, once you have posted your User Content, Zimidy cannot thereafter guarantee that such posted User Content can be deleted from the Zimidy Services. You agree that Zimidy is not responsible or liable for the conduct of any User. Please take note that no security measures are perfect or impenetrable. We cannot control the actions of other users. Therefore, we cannot and do not guarantee that your account information or User Content that you may share or publish through Zimidy Services, will not be accessible to the general public or otherwise viewed by unauthorized persons. We are not responsible for circumvention of any security measures we provide. You understand and acknowledge that, even after removal, User Content may remain viewable in cached and archived pages or if other users have copied or stored all, or parts of, such information.

1.7.3From time to time, Zimidy may elect to display promotions and advertisements, and you hereby agree that Zimidy may place such promotions and advertising on the Zimidy Services or on, about, or in conjunction with your User Content. The manner, mode and extent of such advertising and promotions are subject to change without specific notice to you. You acknowledge that Zimidy may not always identify said services, sponsored content, or commercial communications as such.

1.7.4You represent, warrant, and guarantee that (a) you have the full and unrestricted right to grant the rights to User Content as set forth in Section 1.7.1 above, and that there are no other agreements with any third party in conflict herewith; (b) posting and use of your User Content on or through the Zimidy Services do not violate, misappropriate, or infringe on the rights of any third party, including without limitation, privacy rights, publicity and likeness rights, copyrights, trademark and/or other intellectual property rights; (c) Zimidy's exercise of its rights granted by you hereunder shall not infringe upon any copyright or any other subsisting right of any third party; (d) you agree to pay for all royalties, fees, and any other monies or obligations owed by reason of User Content you post on or through the Zimidy Services; (e) your User Content will comply in all respects with the Acceptable Use Policy set forth below; and (f) you have the legal right and capacity to enter into these Terms of Use in your jurisdiction. You waive any and all so-called "Moral Rights" or similar rights under any jurisdiction, now or hereafter recognized with respect to Zimidy's (or its assignee’s) exercise of its rights hereunder. Moreover, you agree to indemnify and hold Zimidy harmless from and against any and all claims, demands, damages, losses, liabilities and causes of action of any kind or character, made by you or any third party against Zimidy, arising out of or relating to Zimidy’s exercise of such rights to User Content, your publication or transmittal of any materials, or your failure to comply or your alleged failure to comply with these Terms of Use. This indemnification obligation shall survive this Agreement and your use of the Application, the Website, and/or the Zimidy Services.

1.8 Objectionable Material. You understand that through your use of the Zimidy Services you may encounter content that may be deemed offensive, indecent, or objectionable, which content may or may not be identified as such. Pursuant to Section 1.7.1, Zimidy does not have any obligation to monitor or remove any User Content. However, Zimidy requests that you report content which you deem objectionable to [usersupport@zimidy.com]. You agree to use the Zimidy Services at your sole risk and that Zimidy shall have no liability to you for the type of content that you may access, including without limitation content that you may find offensive, indecent, or objectionable.

1.9 Links to Other Sites. Zimidy Services may provide access and/or hyperlinks to other third party sites and content on the Internet. Such third party sites and content so linked have not necessarily been reviewed by Zimidy and are maintained by third parties over which Zimidy exercises no control. Zimidy expressly disclaims any responsibility for the i) content or accuracy of information contained on such linked content; ii) quality of any product or service provided by or advertised in or by any such third party content. Zimidy neither endorses nor makes any representation regarding any linked site, product, service and/or content, and we advise you to assess for yourself the adequacy and appropriateness of any linked site, product, service and/or content for your own purposes. Zimidy expressly disclaims any responsibility for the quality, adequacy, or appropriateness of any product or service provided by or advertised by any linked site.

1.10 No Right To Continued Service. Zimidy reserves the right to amend the Application, the Website, Zimidy Services and/or the interface, functionality and/or operation of the Application, the Website, or the Zimidy Services at any time and without prior notice. At any time without notice, Zimidy may add, delete or disable content, and/or add, delete, disable or modify some or all of the Zimidy Services, at its sole election, and you acknowledge: (1) that you may no longer be able to use the Application, the Website, and/or other aspects of the Zimidy Services to the same extent - or at all - as prior to such change or discontinuation, and (2) that Zimidy shall have no liability to you in such case. In no event will Zimidy be liable for the removal of or disabling of access to any content, materials or functionality. Zimidy may also impose limits on the use of or access to certain features or portions of the content, other aspects or components of the Zimidy Service, in any case and without notice or liability.

1.11 Payment. Monetary payments will be made to the User who has organized an event not sponsored by Zimidy ("Organizer") directly by attendees. It is the responsibility of the Organizer to communicate its refund policy to the attendees and issue refunds to attendees as necessary. If a User desires to request a refund, the User must request the refund from the Organizer. All communications or disputes regarding refunds are between the Organizer and Users. The Organizer hereby agrees to fully indemnify Zimidy and its affiliates for refunds, errors in issuing refunds, or lack of refunds. Notwithstanding the foregoing, the Organizer acknowledges and agrees that Zimidy shall have a right to force a refund of any or all tickets or other forms of event acceptance at any time for any reason or no reason, including without limitation if Zimidy receives complaints from a substantial number (as determined by Zimidy in its sole discretion) of Users with respect to the applicable event or another event held by the Organizer, or Zimidy determines in its sole discretion that the Organizer has engaged in fraudulent activity or made any misrepresentations.

1.12Taxes. You are solely responsible for determining which, if any, sales, use, amusement, value added, consumption, excise and other taxes, duties, levies and charges (collectively, "Taxes") apply to your use of the Zimidy Services. In the event that a governmental authority requires Zimidy to pay any Taxes attributable to your use of the Zimidy Services, you agree to promptly and fully reimburse Zimidy for such Taxes upon demand and all costs, penalties, interest and expenses related thereto.

2. OWNERSHIP AND INTELLECTUAL PROPERTY



2.1 Ownership. Zimidy is the owner and proprietor of the Zimidy Services. The Zimidy Services, including without limitation the Application, the Website, Zimidy Content, and storage, processing and hosting of User Content, as accessed through the Zimidy Services are offered to you by Zimidy for limited use pursuant to these Terms of Use. You agree and acknowledge that you shall not acquire any ownership rights by accessing or downloading Zimidy Content through the Zimidy Services or otherwise.

2.2 Copyright.Unauthorized use of any material accessed through or contained on the Zimidy Services, may violate copyright laws, trademark laws, trade secret laws, the laws of privacy and publicity, and other regulations and statutes. Zimidy Content is owned by Zimidy and/or its licensors and content providers and is protected by applicable domestic and international copyright laws. The compilation of all Zimidy Content through the Zimidy Services and its presentation through the Application and the Website is the exclusive property of Zimidy and protected by U.S. and international copyright laws. Text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, presented on or through the Zimidy Services is copyrighted by Zimidy, LLC, all rights reserved. Any rights not expressly granted to you herein are reserved. Any violation of copyright laws may result in severe civil and criminal penalties. Violators will be prosecuted to the maximum extent possible.

2.3 Trademark. “Zimidy”, the Zimidy logo, and all graphics, logos, page headers, titles, button icons, scripts, service names and other trademarks and service marks on the Zimidy Services are trademarks, trade dress and service marks belonging to Zimidy or its licensors (the "Zimidy Marks"). Zimidy Marks may not be used in connection with any product or service that is not related to Zimidy or the Zimidy Services, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Zimidy or the Zimidy Services. Zimidy Marks may not be copied, imitated or used, in whole or in part, without prior written permission from Zimidy. All other trademarks not owned by Zimidy that appear via the Zimidy Services are the property of their respective owners, who may or may not be affiliated with, connected to, sponsor, or sponsored by Zimidy. Any product, service, or trade name other than those owned by Zimidy that identify a third party as the source thereof may, even if not so indicated, be the service mark or trademark of that respective entity or individual. Any unauthorized use of the Zimidy Marks or any third party trademark is strictly prohibited.

2.4 Complaints; DMCA. If you believe that your trademark, service mark, or copyrightable work of authorship has been copied and/or is being displayed via the Zimidy Service in such a way that would give rise to a claim for misappropriation or infringement, please e-mail the materials identified below to Zimidy:

NOTICE REQUIREMENTS
(a) An electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property interest;
(b) A description of the protected mark or copyrighted work that you claim has been infringed upon;
(c) A description of the manner in which the material that you claim is infringing is accessed via the Zimidy Services, including any information which would assist Zimidy in identifying and locating that material;
(d) Your address, telephone number and e-mail address;
(e) A statement by you that you have a good faith belief that the disputed use is not authorized by the owner, its agent, or permissible by law;
(f) A statement by you under the penalty of perjury that the information in your notice is accurate that you are the mark holder, copyright owner or authorized to act on such party's behalf.

SEND NOTICE OF CLAIMS TO:
[Zimidy, LLC
E-Mail: usersupport@zimidy.com]

3. DISCLAIMER OF WARRANTY; LIMITATION OF LIABILITY



3.1As with any online interaction and electronic communication, there is an inherent risk involved in transmitting any information via the Internet. Zimidy does not and cannot guarantee that its system is free from hackers or viruses or that information provided by users to Zimidy will not be stolen or otherwise surreptitiously obtained. Zimidy is not responsible or liable for any infections or contamination of your system or delays, inaccuracies, errors, or omissions arising out of your use of the Zimidy Services. You hereby acknowledge and understand that such risk is inherent in interacting with systems over the Internet, and take full responsibility for any harm, danger or damage that ensues due to any such breach in security. Pursuant to these Terms of Use, to the fullest extent permitted by applicable law, Zimidy expressly disclaims any such liability. In addition, you agree to be responsible for obtaining and maintaining all hardware and other equipment needed for access to and use of Zimidy Services and you shall be responsible for all charges related thereto.

3.2 ZIMIDY DOES NOT ENDORSE ANY PARTICULAR ZIMIDY CONTENT OR USER CONTENT OR ANY OPINION, RECOMMENDATION, OR ADVICE EXPRESSED THEREIN. UNDER NO CIRCUMSTANCES WILL ZIMIDY BE LIABLE IN ANY WAY FOR ZIMIDY CONTENT OR USER CONTENT, INCLUDING BUT NOT LIMITED TO, ANY ERRORS OR OMISSIONS IN ANY ZIMIDY CONTENT OR USER CONTENT, OR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY ZIMIDY CONTENT OR USER CONTENT ACCESSED, TRANSMITTED OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION, THE WEBSITE, AND/OR ZIMIDY SERVICES. You agree that any claim you may have arising out of or related to your relationship with Zimidy must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

3.3 WITHOUT WAIVING THE EXCLUSIVE GOVERNING LAW CLAUSE BELOW, SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS SET FORTH IN THIS AGREEMENT MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE LIABILITY OF ZIMIDY, THIRD PARTY CONTENT PROVIDERS, AND THEIR RESPECTIVE AGENTS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING CONTAINED IN THESE TERMS OF USE SHALL LIMIT OR EXCLUDE OR PURPORT TO LIMIT OR EXCLUDE ANY LIABILITY WHERE SUCH LIMITATION OR EXCLUSION IS VOID OR UNENFORCEABLE OR OTHERWISE NOT PERMITTED UNDER APPLICABLE LAW.

3.4 Termination. In addition to any other rights of the parties set forth herein, either you or Zimidy may cancel or terminate this Agreement at any time for any, or no reason. You may terminate this Agreement at any time by ceasing use of the Zimidy Services, and all components of the Zimidy Services. If Zimidy terminates this Agreement for your breach, Zimidy reserves the right to suspend or terminate your access to the Zimidy Services in the future. If we terminate your access to the Zimidy Services or you elect to deactivate your account, your User Content, including without limitation images and all other such user data may no longer be accessible through your account, but those materials and data may persist and appear elsewhere within the Zimidy Services. Upon termination, all licenses and other rights granted to you in these Terms of Use will immediately cease. Notwithstanding the expiration or termination of this Agreement by either party, the parties acknowledge and agree that the provisions of Sections 1.3, 1.4. 1.5, 1.8, 1.9, 1.10, 1.12, 1.13, 2, 3 and 5 shall expressly survive such termination or expiration and remain in full force and effect.

3.5 Indemnity. You (and also any third party for whom you operate an account or activity on the Zimidy Services) hereby agree to indemnify, defend and hold harmless Zimidy and its affiliates from and against any and all liability and costs incurred by Zimidy or the affiliates in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth herein; (ii) your User Content or your access to or use of the Zimidy Services, including but not limited to the events listed on the Zimidy Service; (iii) your violation of any third-party right, including without limitation, any intellectual property right, publicity, confidentiality, property or privacy right; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; or (v) any misrepresentation made by you. You shall cooperate as fully as reasonably required in the defense of any claim. Zimidy reserves the right, at its own expense, but is not obligated, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Zimidy.

4.ACCEPTABLE USE POLICY



  1. You may not post profane, violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other similar content via the Zimidy Services.
  2. You must not defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities and you must not post private or confidential information via the Zimidy Services, including, without limitation, your or any other person's credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses.
  3. You may not use the Zimidy Services for any illegal or unauthorized purpose. You agree to comply with all laws, rules and regulations (for example, federal, state, local and provincial) applicable to your use of the Service and your Content (defined below), including but not limited to, copyright laws.
  4. You are solely responsible for your conduct and all User Content that you submit, post or display on or via the Zimidy Services.
  5. You must not change, modify, adapt or alter the Zimidy Services or change, modify or alter another website so as to falsely imply that it is associated with the Zimidy Service or Zimidy.
  6. You must not access Zimidy's private API by means other than those permitted by Zimidy. To the extent Zimidy permits the use of Zimidy's API, such use will be subject to a separate set of terms available from Zimidy’s web site ("API Terms").
  7. You must not use domain names or web URLs in your username without prior written consent from Zimidy.
  8. You must not interfere or disrupt the Zimidy Services or servers or networks connected to the Zimidy Services, including by transmitting any worms, viruses, spyware, malware or any other code of a destructive or disruptive nature. You may not inject content or code or otherwise alter or interfere with the way any Zimidy page is rendered or displayed in a user's browser or device.
  9. You must not attempt to restrict another user from using or enjoying the Zimidy Services and you must not encourage or facilitate violations of these Terms of Use or any other Zimidy terms.
  10. Violation of these Terms of Use may, in Zimidy’s sole discretion, result in termination of your Zimidy account.
  11. If you violate the letter or spirit of these Terms of Use, or otherwise create risk or possible legal exposure for Zimidy, we reserve the right to stop providing all or part of the Zimidy Services to you.

5.MISCELLANEOUS



5.1 Full Integration. These Terms of Use, including the Zimidy Privacy Policy incorporated by reference herein, constitute the entire agreement between you and Zimidy related to your access to and use of the Application, the Website, and the other Zimidy Services hereunder. No prior or contemporaneous written, oral, and electronic representation, negotiation, or agreement form a part of this agreement, and these Terms of Use, including the Zimidy Privacy Policy, as each may be amended by Zimidy from time to time, supersede all prior written, oral, or electronic agreements between you and Zimidy relating to your access to, and use of, Zimidy Services hereunder.

5.2 Written Agreement. These Terms of Use constitute a written agreement between you and Zimidy. A printed version of these Terms of Use, and of any notice given in electronic form related to this agreement, shall be admissible in judicial or administrative proceedings to the same extent, and subject to the same restrictions, as other business contracts, documents, or records originally generated and maintained in printed form.

5.3 Electronic Form of Agreement. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

5.4Modifications To the Agreement. Zimidy has the right to modify this Agreement and any policies affecting the Zimidy Service, including without limitation the Zimidy Privacy Policy. Any modification is effective immediately upon posting by Zimidy. Your continued use of the Zimidy Services hereunder following notice of any modification to these Terms of Use shall be conclusively deemed an acceptance of all such modification(s). Your only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Zimidy in providing the Zimidy Services, including without limitation any change to the Zimidy Content, is to cease using the Zimidy Service.

5.5Governing Law; Exclusive Jurisdiction and Venue; Waiver of Jury Trial.You agree with Zimidy that these Terms of Use shall be considered a contract governed by the laws of the Commonwealth of Pennsylvania. Any disputes regarding these Terms of Use or the transactions contemplated hereby shall be heard by the state or federal courts located in Allegheny County in the Commonwealth of Pennsylvania, and each party consents to the exclusive jurisdiction of such courts. You and Zimidy acknowledge and agree that any controversy that may arise under these Terms of Use is likely to involve complicated and difficult issues and, therefore, we each irrevocably and unconditionally waive any right we may have to a trial by jury in respect of any legal action arising out of or relating to these Terms of Use or the transactions contemplated hereby. You and Zimidy each certify and acknowledge that we have considered the implications of this waiver, we make this waiver voluntarily, and we have each been induced to enter into these Terms of Use by, among other things, the mutual waivers and certifications in this section. Zimidy makes no representation that Zimidy Services or Zimidy Content are appropriate or available for use in other locations, and access to them from territories where any of the Zimidy Services or Zimidy Content are illegal is prohibited. Those who choose to use and/or access Zimidy Services or Zimidy Content from other locations do so of their own volition and are responsible for compliance with applicable local laws.

5.6 No Waiver.Failure to insist on strict performance of any of the Terms of Use will not operate as a waiver of any subsequent default or failure of performance.

5.7 Severability.If any part of these Terms of Use is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms of Use shall continue in effect.

5.8 Relationship Between the Parties. Nothing contained in these Terms of Use shall be construed to constitute you and Zimidy as partners or joint venturers or to constitute employment or any type of agency.

5.9Events Beyond Zimidy's Control.Zimidy will use reasonable efforts to keep the Application, the Website, and Zimidy Services available for your use; however, Zimidy cannot and will not be responsible for any loss or unavailability of access to Zimidy Services that results from any cause including a cause over which it does not have direct control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, wireless data or other interconnect problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes or other labor problems, wars, or governmental restrictions.

5.10 Descriptive Headings. The headings of the various sections herein are for convenience of reference only and shall not define, limit or otherwise affect any of the terms or provisions hereof.