Standard Operating Procedure: User Terms And Conditions

Use of Services
These Terms and Conditions govern your (“you”, “your” or “User”) use of the websites (“Sites”) and services which include your shipping of watches and jewelry and precious metals (“Merchandise”) to Trant Enterprises LLC d/b/a Umzuzu (“Umzuzu”, ”Company” or “We”), for sale to, and purchase by the Company hereinafter the (“Services”) or for sale to and purchase by a third party purchaser (“Third Party Purchaser”) from whom Umzuzu will act as an intermediary for such sales or purchases (“Transaction”) and related Merchandise available on the Sites or through the Services (“Products”).  The Sites and Services also contain text, pictures, graphics, logos, button items, images, works of authorship, and other content (collectively with all information and material about Company, Products and Services, “Content”).  By using the Sites or Services, or any related sites or services where these Terms and Conditions are displayed, linked, or referenced, you expressly consent to these Terms and Conditions.

We may amend these Terms and Conditions from time to time due to changes to the Sites, Products or Services, to account for developments under the law, or for any other commercially reasonable reason.  Future performance by us of our obligations under this Agreement is sufficient consideration for any such amendment.  Any amendment will only become effective upon notification to you (by email or by posting on our Site) and, if you do not want to agree to any such amendment, you should stop using the Site and the Products and Services and contact us to cancel your account.  By checking the box next to the “I agree to the terms and conditions” button on the sign-up page, by logging into your Company Account, by accessing the Sites or by accessing any of the Products (including by means of any API interface) and Services, you accept this Agreement on behalf of yourself and any business or organization you represent (collectively “you”).

The Sites and the Products and Services are available only to persons or organizations that can form legally binding contracts under applicable law.  Without limiting the foregoing, the Sites and the Products and Services are not available to individuals under the age of 18.  If you do not qualify, you are not permitted to use the Sites, Products, or Services.  If you are using the Sites, Products or Services on behalf of an organization, you represent and warrant that you are duly authorized and have the ability to bind such organization by your use of the Sites, Products or Services.

Representations and Warranties
By using the Services, you represent and warrant to Umzuzu and to any potential or actual Third-Party Purchaser that (i) you are at least eighteen (18) years of age; (ii) you have good and marketable title to the Merchandise; (iii) you have full authority to sell, transfer, and convey the Merchandise; (iv) you are the legal and equitable owner of any and all Merchandise offered to be sold to Umzuzu or to any Third-Party Purchaser; (v) you are acting on your own behalf, and not as another’s agent or representative; (vi) the Merchandise is sold free of all liens, encumbrances, liabilities, and adverse claims of every nature and description whatsoever; (vii) you will NOT send in materials containing harmful, toxic, or poisonous elements; (viii) the Merchandise is not from, or the result of, illegal activity, including theft or fraud; (ix) any transaction initiated by you will not cause Umzuzuz to be in violation of any anti-money laundering, anti-terrorism, or other applicable state or federal law of the United States of America any state or any foreign country; and (x) Umzuzu reserves the right and you agree to provide any additional documentation as may be requested during the course of dealings between the parties by Umzuzu including all documentation or information necessary for Umzuzu to comply with local, state and federal law (which includes Umzuzu’s ability to report all Merchandise received to the proper authorities as required by applicable law.)

Describing your Merchandise
You agree that any description of the Merchandise that you provide to us, whether on the packing slip included in the shipping materials provided by us (“Shipping Package”) or otherwise, will be true, complete, and accurate at the time you submit such description to us. We may suspend or terminate the Transaction without notice to you if we determine, in our sole discretion, that there are significant discrepancies between the Merchandise as described by you and the Merchandise we receive. We may also suspend or terminate the Transaction without notice to you if no description of the Merchandise was included in the Shipping Package or other package used by you to ship the Merchandise. Notwithstanding anything in these Terms and Conditions to the contrary, in the event that we terminate the Transaction because the Merchandise shipped by you is determined by Umzuzuz, in our sole discretion, to have an altered/mutilated serial number or to be a counterfeit or a replica copy, we will notify you in writing and will ship your Merchandise to you, at your cost, within 5 business days of our receipt of your shipping instructions and payment therefore. You  agree that Umzuzu may dispose of the Merchandise in the event we do not receive shipping instructions and payment for all shipping costs from you within 30 days of the date on which Umzuzu sends you written notice that the Transaction has been terminated. In the event that Umzuzu terminates the Transaction for any other breach of the representations and warranties made by you in connection with your description of the Merchandise, Umzuzu will ship your Merchandise to you within 5 business days at our cost by the Shipper shipping method of our choosing, and you agree that we will only be responsible for insuring the value of your Merchandise up to $100.

Send Us Your Merchandise; Costs; Loss or Damage Guarantee
For your convenience you may send your Merchandise to us using a Shipping Package, which you can obtain by request from the Sites. When you obtain materials to ship your Merchandise to us You will be provided with packaging instructions and Umzuzu will cover the costs and expenses for shipping. If you send us the Merchandise using a Shipping Package we will purchase insurance to cover your Merchandise in the event it is lost damaged for the mid-range value of your quote, once it is processed by the national courier selected by us to ship the Shipping Package (the “Shipper”). Once your Merchandise is received, it will remain insured for this same amount until sold. In the event that your package is lost we will require that you: provide proof of shipping receipt, provide receipt of proof that goods are lost, and file a claim within 30 days of loss. In the event your package is damaged we will require that you: provide proof of shipping receipt, provide receipt of proof that goods are damaged, demonstrate that the package was not damaged prior to shipping, and file a claim within 30 days of loss. It is your responsibility to contact us so that we can provide such additional coverage at our expense before sending us your Merchandise if you believe that you need additional coverage. You can contact us by telephone at 678-702-9981 to arrange for additional coverage or for shipping instructions.

To the extent that certain accessories related to the Merchandise, such as, but not limited to, a watch box, tools, manuals and papers (collectively referred to as “Accessories”) are unable to safely fit inside of the Shipping Package, Umzuzu will provide you with a shipping label so that you can arrange for sufficient packaging, shipping costs and insurance (“Ancillary Package”) for all Accessories. Umzuzu will pay up to $25 for the Ancillary Package. To the extent Umzuzu is charged more than $25 for the Accessory Package, all amount above $25 will be deducted from the final price paid to you for your Merchandise. Therefore it is your responsibility to ensure the cost of the Ancillary Package remains at or below $25 otherwise you will be charged.

Notwithstanding the foregoing, you shall bear the risk of loss with respect to all Merchandise until such Merchandise is actually received by Umzuzu.

Receipt of Merchandise
In order to preserve a record of our receipt and acceptance of the Merchandise, we visually record the opening and the contents of each package we receive. We will retain the recording for 5 days after we receive your Merchandise. You may make arrangements with us to order a copy of the video for an additional fee. We reserve the right, at our sole discretion and without notice to you, to reject any inbound package, including any Merchandise not shipped via a Shipping Package. For purposes of these Terms and Conditions, any inbound package that we reject will not be deemed to have been “received” by us.

Determining Our Offer
IN ORDER TO DETERMINE AN OFFER AND ACCURATELY APPRAISE AND/OR AUTHENTICATE YOUR MERCHANDISE, IT MAY BE NECESSARY TO OPEN THE WATCH. WHEN YOU USE THE SERVICES YOU EXPLICITLY AUTHORIZE US TO OPEN THE WATCH TO ACCURATELY APPRAISE AND/OR AUTHENTICATE YOUR MERCHANDISE INCLUDING WITHOUT LIMITATION SENDING YOUR MERCHANDISE TO A POTENTIAL THIRD PARTY PURCHASER FOR PURPOSES OF DETERMINING AN OFFER AND ACCURATELY APPRAISING THE MERCHANDISE. WITH YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS YOU ARE AGREEING TO THE ABOVE DESCRIBED METHOD OF UMZUZU’S DETERMINATION OF AUTHENTICATION,APPRAISAL AND OFFER.

You expressly consent to allow us to communicate with any potential Third-Party Purchaser regarding you and your Merchandise and to disclose all information provided to or obtained by us relating to you and your Merchandise to any potential Third-Party Purchaser. Upon processing your Merchandise, we will notify you by email (an “Offer Notice”) of our offer or of an offer from a potential Third-Party Purchaser of payment for your Merchandise (“Offer”). If you have selected our consignment option (“Consignment Option”), you hereby acknowledge and agree that (i) Umzuzu will be entitled to such fees as stated in the Offer, which may include a preparation fee and a consignment fee, at our then current rates or at such other rate as agreed to by Umzuzu in writing (regardless of whether Umzuzu or a Third Party Purchaser purchases the Merchandise from you), and (ii) that these fees will be deducted from any amounts received by us from a Third-Party Purchaser prior to transmitting any funds to you.

When presenting you with a Consignment Option, Umzuzu may present to you a range (“Estimate”) for which it believes it will sell your watch. The average of the Estimate is known as the Reserve. By agreeing to the consignment option, you agree to allow Umzuzu to sell your watch, absent any further permission or correspondence with you, for at least amount of the Reserve. Any fees owed to Umzuzu will then be deducted from this amount.

If you have selected our Consignment Option, Umzuzu may provide you with a guaranteed minimum purchase price for your Merchandise. In order to satisfy this guarantee, the ultimate buyer of the Merchandise may be Umzuzu, in which case fees will be deducted from the guaranteed purchase price prior to remitting any funds to you just as though the buyer of the Merchandise were a Third Party Purchaser.

If you have selected our Consignment Option, Umzuzu may provide you with a cash offer and a consignment offer. If you elect to choose the consignment offer, the cash offer is null and void. If during the consignment process, you would like an additional cash offer, then such can be obtained by contacting Umzuzu. However, such cash offer may be higher or lower than the original cash offer.

Acceptance of Our Offer
YOU MAY ACCEPT THE OFFER BY REPLYING TO THE EMAIL CONTAINING THE OFFER NOTICE. IF YOU FAIL TO RESPOND TO OUR OFFER WITHIN 72 HOURS, UMZUZU WILL DEEM THE OFFER TO BE REJECTED.

Rejection of Our Offer
In order to reject the Offer, you must either decline the Offer within 72 hours after we send you an Offer Notice by replying to the email containing the Offer Notice in compliance with the procedures stated in the Offer Notice or fail to respond within the 72 hour time period. If you decline the Offer within the time frame set forth above, and do not authorize us to hold your Merchandise for a longer period in order to make you another offer, or if you fail to respond to our offer, then we will ship your Merchandise to you at the address indicated in our records within 5 business days at no cost to you, and will insure your Merchandise for full value of the Offer. Notwithstanding the foregoing, by selecting our Consignment Option, you thereby authorize us to hold your Merchandise for up to sixty (60) days..

Payment for Your Merchandise
Once you have affirmatively accepted our Offer, we will issue payment for the Merchandise in the amount stated in the Offer, less any fees owed to Umzuzu  (the “Purchase Price”), by the pre selected payment method you provided on your Shipping Package that you sent to us within the later of (i) 5 business days of your acceptance of the Offer or (ii) 15 days following our receipt of available funds from a Third Party Purchaser (if a Third-Party Purchaser is the purchaser of the Merchandise). Alternatively, if you did not previously select a method of payment on your package, then payment of the Purchase Price shall be made via Umzuzu check by United States Postal Service and mailed to you at the address listed in our records within the later of (i) 5 business days of your acceptance of the Offer or (ii) 15 days following our receipt of funds from a Third Party Purchaser (if a Third-Party Purchaser is the purchaser of the Merchandise). You can contact us at 678-702-9981 to possibly receive payment of your Purchase Price faster via wire transfer.

ALL SALES FINAL
ALL SALES ARE FINAL. NO REFUNDS, RETURNS OR CREDITS ARE PERMITTED. If you have elected to receive the Purchase Price by check, the transaction is final once Umzuzu has sent a check to the address you provided. If you have elected to receive the Purchase Price by wire transfer, the transaction is final once a wire transfer has been initiated.

Payment by Wire Transfer
If you elect payment by wire transfer we reserve the rights to charge a nominal fee of $4.99, to be deducted from the Offer. Please note that your bank may charge a fee for you to receive the wire transfer from us. We have no control over the fees your bank may charge you, and it is your responsibility to determine and accept these fees before requesting wire transfer as your method of payment.

Returned Merchandise Outbound Insurance, Costs, Insurance
In the event that your Merchandise is returned to you in accordance with these Terms and Conditions, we will ship your Merchandise to you at your address as it appears in our records via the Shipper shipping method of our choosing at our expense, and will purchase insurance coverage through the Shipper for the Merchandise for the full value of the rejected Offer. If a package containing your Merchandise is lost in transit while being returned to you in accordance with these Terms and Conditions, we will file a claim with Shipper and pay you the full amount received by us from the Shipper.

Account Registration
In order to use the Services you may be required to register and create an account (“Account”). During the registration process, you will be required to provide certain information to us and you will establish a username and a password (your “Account Credentials”). You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. We reserve the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, incomplete, or not current.  You are responsible for safeguarding your Account Credentials. You agree not to disclose your Account Credentials to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions.  You will immediately notify us of any unauthorized use of your Account.  By registering for an Account, you agree that we may send you occasional emails relevant to your Account or to your use of the Services.

Communication
By using the Site and the Service, you consent to receiving electronic communications from Umzuzu. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our Sites and Services. These electronic communications are part of your relationship with Company and you receive them as part of your subscription to the Sites and Services. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Connection Requirements
You are responsible for providing and maintaining, at your own risk, option and expense, any hardware, software and communication lines required to access and use the Sites and Services, and the Company reserves the right to change the access configuration of the Sites at any time without prior notice.

Third Party Sites
The Sites and Services may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Sites or Services. These other websites are not under Company’s control, and you acknowledge that Company is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Company or any association with its operators. You further acknowledge and agree that Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Privacy Policy
Your use of the Site and the Service is governed by Company’s Privacy Policy, which is incorporated into this Agreement by reference.

Prohibited Use
Any use or attempted use of the Sites or Services: (i) for any unlawful, unauthorized, fraudulent or malicious purpose, or (ii) that could damage, disable, overburden, or impair any server, or the network(s) connected to any server, or (iii) interfere with any other party’s use and enjoyment of the Sites or Services, or (iv) to gain unauthorized access to any other accounts, computer systems or networks connected to any server or systems through hacking, password mining or any other means, or (v) to access systems, data or information not intended by Company to be made accessible to a user, or (vi) attempt to obtain any materials or information through any means not intentionally made available by Company, or (vii) any use other than the business purpose for which it was intended, is prohibited.
In addition, in connection with your use of the Sites and Services, you agree you will not:
1.    Upload or transmit any message, information, data, text, software or images, or other content (“Material”) that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
2.    Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Company representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
3.    Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
4.    Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of another’s computer or property of another;
5.    Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
6.    Use the Sites’ or Services’ communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
7.    Upload or transmit any unsolicited advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes” or any other form of solicitation, commercial or otherwise;
8.    Violate any applicable local, state, national or international law;
9.    Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary rights of any party;
10.    Delete or revise any material posted by any other person or entity;
11.    Manipulate or otherwise display the Sites by using framing, mirroring or similar navigational technology or directly link to any portion of the Sites other than the main homepage, www.ipg.com, in accordance with the Limited License and Site Access outlined above;
12.    Probe, scan, test the vulnerability of or breach the authentication measures of, this Website or the Sites or any related networks or systems;
13.    Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any Products and Services or any contests, promotions or sweepstakes if you are not expressly authorized by such party to do so;
14.    Harvest or otherwise collect information about others, including e-mail addresses; or
15.    Use any robot, spider, scraper, or other automated or manual means to access this Website, or copy any content or information on this Website.
Company reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of the foregoing, including, without limitation, the suspension or termination of the user’s access and/or account. Company may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Policy, Company reserves the right at all times to disclose any information as Company deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Company’s sole discretion.

Right to Monitor
Company neither actively monitors general use of the Sites or Services under normal circumstances nor exercises editorial control over the content of any third party’s website, e-mail transmission, news group, or other material created or accessible over or through the Sites. However, Company does reserve the right to monitor such use at any time as it deems appropriate and to remove any materials that, in Company’s sole discretion, may be illegal, may subject Company to liability, may violate these Terms and Conditions, or are, in the sole discretion of Company, inconsistent with Company’s purpose for the Sites or Services.

No Company Editorial Control of Third Party Content; No Statement as to Accuracy
To the extent that any of the Content included in the Sites is provided by third party content providers or other website users, Company has no editorial control or responsibility over such Content. Therefore, any opinions, statements, products, services or other information expressed or made available by third party suppliers or users on the Sites or through the Services are those of such third party suppliers or users, respectively. Company does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any third party, or represent or warrant that your use of the Content displayed on the Sites or Services or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with Company.

Warranty Disclaimer; Additional Representations and Warranties
With regard to any software provided by Company to you or otherwise made available for your use hereunder (the “Software”), Company hereby represents and warrants that the Software will perform in accordance with any documentation provided by Company and with any additional specifications expressly agreed upon in writing by the parties.

In addition to any other representations or warranties herein contained, and as an inducement to enter into this Agreement, the parties represent and warrant to each other as follows, such representations and warranties to be continuous in nature and effective as of the date of execution and throughout the term of this Agreement; (a) it shall have and will maintain in full force and effect during the term of the Agreement all licenses, permits, consents and approvals, both governmental and private, required to perform its obligations, duties and responsibilities under the Agreement; (b) it is a corporation or other business entity, duly organized, validly existing and in good standing under the laws of the State of its organization and is duly qualified to do business in all applicable jurisdiction; (c) the execution, delivery and performance of the Agreement by the party (i) is within its corporate power, (ii) has been duly authorized by all necessary corporate action on its part, and (iii) requires no consent or approvals of or filings with any governmental or other regulatory agencies, other than filings in the ordinary course of business and filings that have already been made; (d) the person who executing the Agreement on its behalf has been duly authorized to do so, and the Agreement constitutes the party’s legal, valid and binding obligation and is enforceable against it in accordance with its terms;  (e) the execution, delivery and performance of the Agreement by the party does not and will not result in any breach or default under any other document, instrument or Agreement to which it is a party or by which it or any of its property is subject or bound; (f) the party is solvent, able to pay its obligations as they become due, and is not and shall not be engaged in any business or transaction for which its remaining capital is or may be unreasonably small; (g) the party has no actual intent to hinder, delay or defraud creditors in connection with any of its transactions or intent to incur (or belief that it is incurring) debts beyond its ability to pay the same as they mature; (h) the party has not commenced any case, proceeding or other action under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of or for debtors, seeking to have an order for relief entered with respect to the party or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts; (i) the party has not sought appointment of a receiver, trustee, custodian or other similar official for the party or for all or any substantial part of its assets or made a general assignment for the benefit of its creditors.

OTHER THAN AS EXPRESSLY WARRANTED HEREIN, THE SITES AND SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR AFFILIATE COMPANIES, NOR ANY OF THEIR EMPLOYEES, MANAGERS, OFFICERS OR AGENTS (COLLECTIVELY, THE “COMPANY PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE SITES OR SERVICES. IN ADDITION, THE COMPANY 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. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

Although it is our intention for the Sites and Services to be available as much as possible, we reserve the right to refuse access to the Sites or Services to anyone for any reason at any time. Additionally, there will be occasions when access to the Sites or Services may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment. We will not be liable to you for any modification, suspension, or discontinuation of the Sites or Services, or the loss of any Subscriber Data. You also acknowledge that the Internet may be subject to breaches of security and that the submission of Subscriber Data or other information may not be secure.

Limitation of Liability
You acknowledge and agree  that, to the maximum extent permitted by applicable law, under no circumstances and under no legal theory, tort, contract, or otherwise, shall Company or any of its underlying service providers, business partners, third party suppliers and providers and members of our network, account providers, licensors, officers, directors, employees, distributors or agents (collectively referred to for purposes of this section as “Company”) be liable FOR ANY, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO: (A) THE SITES OR SERVICES; (B) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BYLAW ENFORCEMENT AUTHORITIES REGARDING YOUR OR ANY OTHER PARTY’S USE OF THE SITES OR SERVICES; (C) ANY ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (D) ANY ERRORS OR OMISSIONS IN THE OPERATION OF THE SITES OR SERVICES; OR (E) ANY DAMAGE TO ANY USER’S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PRODUCTS, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITIES OF THOSE DAMAGES, RESULTING FROM YOUR USE OR INABILITY TO USE THE SITES, SERVICES, PRODUCTS,  OR CONTENT, THE COST OF OBTAINING SUBSTITUTE PRODUCTS AND SERVICES RESULTING FROM ANY LOSS OF DATA, INFORMATION, PRODUCTS AND SERVICES OBTAINED FROM PURCHASES OR TRANSACTIONS, OR STATEMENTS OR CONDUCT OF ANY THIRD PARTY, OR ANY OTHER MATTER RELATED TO THE SITES, SERVICES, PRODUCTS, OR CONTENT. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITES AND SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SITES.  IN THE EVENT THAT ANY COURT OR AUTHORITY OF APPROPRIATE JURISDICTION DETERMINES THAT ANY LIMITATION OF REMEDIES, LIABILITIES, OR DAMAGES HEREIN IS UNENFORCEABLE FOR ANY REASON, AND IN ANY EVENT RELATING TO DIRECT DAMAGES, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY TO YOU ARISING OUT OF, RESULTING FROM, OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY YOU FOR PRODUCTS OR SERVICES HEREUNDER IN THE SIX (6) MONTHS PRECEDING THE CIRCUMSTANCES OR EVENTS GIVING RISE TO THE LIABILITY.
BY ACCESSING THE SERVICES, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
You agree that Company has set its prices and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.

Time Limitation on Claims
You agree that any claim you may have arising out of or related to your relationship with Company must be filed within one year after such claim arose; otherwise, your claim is permanently barred.

Ownership
Company owns or has rights to all intellectual property rights in and to the Services and Software (including all derivatives or improvements thereof).  All suggestions, enhancements requests, feedback, recommendations or other input provided by subscriber or any other party relating to the Services or Software shall be owned by Company, and Subscriber hereby does and shall make all assignments and take all reasonable acts necessary to accomplish the foregoing ownership.  Any rights not expressly granted herein are reserved by Company.
Subscriber owns any data, information or material originated by Subscriber that Subscriber submits, collects or provides in the course of using the Services, including information regarding Subscriber’s social networking connections, followers or other contacts activated through use of the Services (“Subscriber Data”).  Company has no ownership rights in or to Subscriber Data; provided, however, that Subscriber grants to Company a fully-paid, worldwide license to use, copy, and distribute Subscriber Data to the extent necessary for Company to provide the Services.  Subscriber shall be solely responsible for the accuracy, quality, content and legality of Subscriber Data, the means by which Subscriber Data is acquired and the transfer of Subscriber Data outside of Company.

Limited License and Site Access; All Rights Reserved
Company hereby grants you a limited license to access and make personal use of the Sites and Services, and Content, but not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Company (e.g., downloading of PDF forms, applications, etc.). This license does not include any resale or commercial use of the Sites, Services or the Content (other than for your internal business use); any derivative use of the Sites, Services, or Content the Content; or any use of data mining, robots, or similar data gathering and extraction tools. The Sites or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without the express written consent of Company. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Company without Company’s express written consent. You may not use any meta-tags or any other “hidden text” utilizing any of Company’s name(s) or service marks without the express written consent of their owners. We (or the respective third party owners of Content) retain all right, title, and interest in the Sites, and in any Content, Products and Services, including any and all intellectual property rights.  Any software applications available on or through the Sites or Services are licensed, not sold, to you. The Company may assign these Terms of Use or any part of them without restrictions. You may not assign these Terms of Use or any part of them, nor transfer or sub-license your rights under this License, to any third party.  We (or the respective third party owners of Content) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Company

Trademarks and Service Marks
Certain trademarks are the service marks and trademarks of Company or one of its affiliates. The domain name for the Sites and Services, all page headers, custom graphics, and button icons are service marks, trademarks, logos, and/or trade dress of Company. All other trademarks, service marks, trade dress, product names, company names or logos, whether registered or not, on the Sites and Services are the property of their respective owners. In addition to complying with all applicable laws, you agree that you will not use any such trademarks, service marks, trade dress, or other logos from the Sites and Services without the prior written authorization of Company.

Copyright
Except as otherwise expressly stated, all Content appearing on the Sites and Services is the copyrighted work of Company or its third party content suppliers and is protected by U.S. and international copyright laws. The compilation (meaning the collection, arrangement and assembly) of all Content is also the exclusive property of Company and is protected by U.S. and international copyright laws.
You may download information from the Sites or Services and print out a hard copy for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from this Website, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of Company or any applicable third party suppliers. The use of Content, including images, by you, or anyone else authorized by you, is prohibited unless specifically permitted by Company. Any unauthorized use of text or images may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. Company does not warrant or represent that your use of Content, Products and Services or any other materials displayed on the Sites will not infringe rights of third parties.

Digital Millennium Copyright Act Policy (DMCA)
Company respects the intellectual property of others and requires that individuals who visit our Site or use our Products and Services do the same.  If you believe that any Content on the Sites or Services violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2) (the “Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act” or “DMCA:”), please notify us immediately at info@um-zuzu.com with the following specifics necessary for us to consider and respond to your complaint.

  • A physical or electronic signature of person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online Site are covered by a single notification, a representative list of such works at that Site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Company to locate the material;
  • Information reasonably sufficient to permit Company to contact the complaining party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;
  • 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
  • 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.

We suggest that you consult your legal adviser before filing a notice or counter-notice.  Also, be aware that there can be penalties for false claims.

Force Majeure
Neither party shall be responsible for delays or failures in performance resulting from causes beyond the control of such party, including without limitation, any act of God, fire, casualty, delay, or disruption in transportation; flood, earthquake, war, strike, lockout, epidemic, destruction or shut-down of production facilities; shortage or curtailment, riot, insurrection, and governmental acts or directives; provided, however, that, in the event of the occurrence of a “force majeure” event as described in this Agreement, the non-performing party shall use all commercially reasonable efforts to meet its obligations as set forth in the Agreement.

Indemnification and Limitation on Class Actions
You (and also any third party for whom you operate an account or activity on the Service) agree to defend (at Company’s request), indemnify and hold the Company Parties harmless from and against any claims, liabilities, damages, losses, and expenses, including without limitation, reasonable attorney’s fees and costs, arising out of or in any way connected with any of the following (including as a result of your direct activities on the Service or those conducted on your behalf): (i) User Content or your access to or use of the Service; (ii) your breach or alleged breach of these Terms  and Conditions; (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 will cooperate as fully required by Company in the defense of any claim. Company reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of Company.

You will not participate in a class action or class-wide litigation for any claims covered by this agreement. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Company is a party to the proceeding and you and Company hereby expressly waive trial by jury.

No Agency Relationship
Neither these Terms and Conditions, nor any Content, materials, features, or Products and Services create any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

Governing Law; Jurisdiction; Venue; Severability of Provisions
The Terms and Conditions are governed by the laws of the State of Georgia, USA and controlling United States Federal Law without regard to any conflicts of law provisions. Any legal proceedings arising from or relating to these Terms and Conditions shall be brought exclusively in the federal or state courts of Atlanta, Georgia and the parties hereby consent to the personal jurisdiction and venue of such courts. All parts of these Terms and Conditions apply to the maximum extent permitted by law. We both agree that if any provision of these Terms and Conditions are found by a court of competent jurisdiction to be unenforceable as written, then that part will be replaced with terms that most closely match the intent of the unenforceable provision to the extent permitted by law. The invalidity of part of these Terms and Conditions will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

Contacting Us
If you have questions or comments regarding this Terms and Conditions, please contact us at info@um-zuzu.com.