Last updated: March 26, 2018
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING OUR SERVICES,YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL OF THESETERMS OF SERVICE, DO NOT ACCESS OR USE OUR SERVICES.
These Terms of Service (these “Terms”) are between you and Z Brothers, Inc. (“Z Brothers ,” “we,” or “us”) andapply to your access to, use of, and participation in Z Brothers ’s online products and services, including thewebsite located at zbrosauto.com (collectively, our “Services”). These Terms do not change the terms orconditions of any other written agreement you may have with us for products, services, or otherwise. If you areusing our Services on behalf of an entity, you represent and warrant that you are authorized to accept theseTerms on the entity’s behalf, and that the entity agrees to be responsible to Z Brothers if you violate these Terms.
We reserve the right to change these Terms at any time at our discretion, except as expressly set forth in theseTerms. If we make changes to these Terms, we will provide notice of such changes, such as by sending you anemail, by providing notice through our Services, or by updating the “Last updated” date at the top of these Terms.Your continued use of our Services following the posting of any changes will confirm that you accept the changedTerms. We encourage you to review these Terms regularly to ensure that you understand the terms andconditions that apply to your use of our Services. If you do not agree to the changed Terms, you must stop usingour Services.
2. ACCOUNT INFORMATION
To access certain areas and features of our Services, you must apply for an account with us. We reserve the rightto deny any account at our discretion. You represent and warrant to us that all information that you provide inconnection with your account is accurate, truthful, current, and complete. We reserve the right to terminate youraccess to any of our Services if you at any time provide false, inaccurate, or misleading information in connectionwith your account. You will maintain the security of any account your register with us or that we otherwiseauthorize you to access or use, including the password used to access the account, and will promptly notify us ifyou discover or otherwise suspect any security breaches related to the account. By applying for an account withus, you agree to accept all risks of unauthorized access to the account.
3. USE OF OUR SERVICES
(a) Z Brothers Materials. Unless otherwise indicated, our Services and all content and other materialsprovided through our Services, including the Z Brothers logo and all designs, text, graphics, pictures, videos,information, data, software, sound files, other files, and the selection and arrangement thereof (collectively, the“Materials”), are the proprietary property of Z Brothers or our licensors or users and are protected by U.S. andinternational copyright laws.
(b) License. Subject to the terms and conditions of these Terms, you are granted a limited,non-sublicensable, non-exclusive, non-transferable license to access and use our Services, and access and usethe Materials and User Content (as defined below) through our Services, solely for purposes for which they areprovided. Except as expressly permitted on our Services or in writing by us, you may do any of the following inconnection with our Services: (i) sell, resell, or commercially use our Services or the Materials; (ii) distribute,publicly perform, or publicly display any part of the Materials; (iii) modify or otherwise make any derivative uses ofany part of our Services or the Materials; (iv) use any data mining, robots, or similar data gathering or extractionmethods; (v) download (other than via page caching) any part of our Services or the Materials that are notexpressly provided by us for download; or (vi) use any part of our Services and the Materials for anything otherthan for their intended purposes. Any use of our Services, the Materials, or User Content other than as specificallyauthorized by these Terms or in writing by us is prohibited and will terminate the license granted to you in thissection. Any unauthorized use also may violate applicable laws, including copyright and trademark laws andapplicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms maybe construed as conferring any license to intellectual property rights, whether by estoppel, implication, orotherwise.
(c) Third-Party Products and Services. Z Brothers may provide information about third-party products orservices and include links to third-party products and services through our Services. We do not control, endorse,or adopt any third-party information on our Services and make no representation or warranties of any kindregarding third-party information on our Services, including representation or warranties as to its accuracy orcompleteness. Your business dealings or correspondence with, or participation in promotions of, these thirdparties (and any terms, conditions, warranties, or representations associated with those dealings,correspondence, or promotions) are solely between you and the third parties. We are not responsible for, and willnot be liable for, any loss or damage of any sort incurred as the result of any such dealings, correspondence, orpromotions, or any third-party information on our Services.(d) Permitted Use of Our Services. Our Services may include discussion forums, blogs, private messages,emails, or other interactive features or areas, such as the blog, where you or other users can create, post,transmit, or store content, including text, music, sound, photos, images, video, graphics, code and other items ormaterials (collectively, “User Content”). User Content posted on interactive areas of our Services is publiclyviewable to others. You are solely responsible for your User Content and for your use of such interactive areas,which you use at your own risk. By using the interactive areas of our Services, you will not (and will not allow orauthorize any third party to) post, upload to, transmit, distribute, store, create, solicit, disclose, or otherwisepublish through our Services any of the following:
▪ User Content that is disrespectful towards others, unlawful, libelous, defamatory, invasive of privacy orpublicity rights, abusive, or otherwise objectionable;
▪ User Content that would constitute, encourage, or provide instructions for a criminal offense, violate therights of any party, or otherwise create liability or violate any local, state, national, or international law;
▪ User Content that may infringe the patent, trademark, trade secret, copyright, intellectual, privacy, orproprietary right of any party;
▪ private information of any third party individuals, including addresses, phone numbers, Social Securitynumbers, and payment card information;
▪ viruses, corrupted data or other harmful, disruptive, or destructive files; or
▪ User Content that, in our sole judgment, is objectionable, restricts or inhibits any other person from usingor enjoying our Services, or may expose Z Brothers or our users to harm or liability of any type.
You are solely responsible for your conduct in connection with Services. You will not violate any law, violate anycontract, intellectual property, or other third-party right, or commit a tort in connection with our Services. Inaddition, you will not do, and will not allow or authorize any third party to do, any of the following:
▪ use our Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other usersfrom fully enjoying our Services or that could damage, disable, overburden, or impair the functioning ofour Services in any manner;
▪ impersonate or post on behalf of any person or entity, or otherwise misrepresent your affiliation with aperson or entity;
▪ cheat or use unauthorized exploits in connection with our Services
;▪ stalk, intimidate, threaten, or otherwise harass or cause discomfort to other users;
▪ send, distribute, or post spam or unsolicited or bulk commercial electronic communications, chain letters,or pyramid schemes;
▪ harvest or otherwise collect information about our users, including email addresses, without theirpermission;
▪ use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any illegalactivity or other activity that violates these Terms; or
▪ circumvent or attempt to circumvent any filtering, copy protection mechanisms, security measures, orother features we may adopt to protect our Services, our users, or third parties.
Your use of our Services is at your own risk. Z Brothers is not responsible or liable for the conduct of, or yourinteractions with, any other users of our Services (whether online or offline) or for any associated loss, damage,injury, or harm. As a provider of interactive services, Z Brothers is not liable for any statements, representations,or User Content provided by our users through the interactive area of our Services. Although we have noobligation to screen, edit, or monitor any User Content, we reserve the right, and have the discretion, to remove,screen, or edit any User Content posted or stored on our Services at any time and for any reason without notice.You are solely responsible for creating backup copies of and replacing any User Content you post or store on ourServices at your sole cost and expense.
(e) Rights in User Content. By submitting or posting User Content on our Services, you hereby grant to ZBrothers a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce,modify, adapt, publish, translate, create derivative works from, distribute, perform, and display such User Content,and your name, company name, location, and any other information you submit with such User Content, inconnection with providing our Services. The use of your or any other user’s name, likeness, voice, or identity inconnection with various features on our Services does not imply any endorsement of such features of ourServices unless explicitly stated otherwise.
Brothers ’s name, Z Brothers 's logos and any other Z Brothers product or service name or slogan included inour Services (collectively, the “Z Brothers Marks”) are trademarks of Z Brothers and may not be copied,imitated or used, in whole or in part, without the prior written permission of Z Brothers or the applicable trademarkholder. In addition, the look and feel of the Z Brothers , including all custom graphics, button icons, and scripts arethe service marks, trademarks, or trade dress of Z Brothers and may not be copied, imitated, or used (in whole orin part) without our prior written permission. All other trademarks, registered trademarks, product names,company names, and logos mentioned in the Z Brothers Marks (“Third-Party Trademarks”) are the property oftheir respective owners, and any use of Third-Party Trademarks will inure to the benefit of the applicabletrademark owner. The use of Third-Party Trademarks is intended to denote interoperability and does notconstitute either of the following: (a) an affiliation by Z Brothers and our licensors with such company; or (b) anendorsement or approval by such company of Z Brothers and our licensors and our products or services.
5. COPYRIGHT POLICY
(a) Repeat Infringer Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and otherapplicable law, Z Brothers has adopted a policy of terminating, in appropriate circumstances and at ourdiscretion, account holders who are deemed to be repeat infringers. We also may, at our discretion, limit accessto our Services and terminate the accounts of any users who infringe any intellectual property rights of others,whether or not there is any repeat infringement.
(b) Copyright Complaints.
If you believe that anything on our Services infringes upon any copyright that youown or control, you may file a notification with Z Brothers ’s Designated Agent as set forth below:
Designated Agent: Joseph Zoccali
Address of Designated Agent: 100 S. Moger Avenue Mount Kisco NY 10549
Telephone Number of Designated Agent: 9146664500
Email Address of Designated Agent: email@example.com
Please see 17 U.S.C. § 512(c)(3) for the requirements of a proper notification. If you knowingly misrepresent inyour notification that the material or activity is infringing, you may be liable for any damages, including costs andattorneys’ fees, incurred by Z Brothers or the alleged infringer as the result of Z Brothers relying upon suchmisrepresentation in removing or disabling access to the material or activity claimed to be infringing.
You can submit questions, comments, feedback, suggestions, ideas, plans, notes, drawings, original or creativematerials, or other information about any part of our Services (collectively, “Feedback”). Feedback, whetherposted to our Services or provided to us by email or otherwise, are non-confidential and will become our soleproperty. We will own exclusive rights, including all intellectual property rights, and will be entitled to theunrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, withoutacknowledgment or compensation to you.
7. REPRESENTATIONS AND WARRANTIES
You represent and warrant the following: (a) you will comply with all applicable laws, regulations, rules, orders andother requirements, now or hereafter in effect, of any applicable governmental authority and all of the terms andconditions of these Terms when using the Z Brothers Marks, or otherwise using our Services; (b) you own andcontrol all of the rights to the User Content that you post, or you otherwise have all necessary rights to post,distribute, and reproduce such User Content to our Services; and (c) all such User Content is accurate,non-confidential, and not misleading or harmful in any manner.
SEXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY Z BROTHERS , THE Z BROTHERSMARKS, THIRD-PARTY TRADEMARKS, OUR SERVICES, AND THE MATERIALS ARE PROVIDED “AS IS,”WITHOUT WARRANTY OR CONDITION OF ANY KIND. Z BROTHERS HEREBY DISCLAIMS ALL WARRANTIESAND CONDITIONS, EXPRESS OR IMPLIED, WITH REGARD ANY Z BROTHERS MARKS, THIRD-PARTYTRADEMARKS, OUR SERVICES, AND THE MATERIALS, INCLUDING IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EXCEPTAS EXPRESSLY PROVIDED TO THE CONTRARY IN WRITING BY Z BROTHERS , Z BROTHERS DOES NOTREPRESENT OR WARRANT THAT OUR SERVICES OR ANY CONTENT CONTAINED THEREIN ISACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR FREE OF VIRUSES OR OTHERHARMFUL COMPONENTS. IT IS YOUR RESPONSIBILITY TO USE INDUSTRY-RECOGNIZED SOFTWARETO DETECT AND DISINFECT VIRUSES FROM ANY DOWNLOAD. YOU HEREBY AGREE THAT YOU HAVERELIED ON NO WARRANTIES.
Our Services may be subject to limitations, delays, and other problems inherent in the use of the Internet andelectronic communications. We are not responsible for any delays, delivery failures, or other damages resultingfrom such problems. Z Brothers reserves the right to modify or discontinue (whether temporarily or permanently)any or all of our Services without prior notice, and hereby disclaims all liability for any such modification,suspension, or discontinuance.
9. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL Z BROTHERS OR OURINDEPENDENT CONTRACTORS, SUPPLIERS, AND CONSULTANTS, OR THEIR RESPECTIVE DIRECTORS,OFFICERS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE “Z BROTHERS PARTIES”) BE LIABLE TO YOUOR ANY THIRD PARTY FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIALDAMAGES OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, DATA,OR PROFITS), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OROTHERWISE, ARISING OUT OF OR RELATED TO THESE TERMS, Z BROTHERS MARKS, THIRD-PARTYTRADEMARKS, OUR SERVICES, AND THE MATERIALS, OR ANY RELATED PRODUCTS OR SERVICES,EVEN IF ANY OF THE Z BROTHERS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.THE TOTAL, AGGREGATE LIABILITY OF THE Z BROTHERS PARTIES ARISING OUT OF OR RELATED TOTHESE TERMS WILL NOT EXCEED THE AMOUNT (IF ANY) YOU PAID TO ACCESS OR USE OURSERVICES; MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. BECAUSE SOME STATES ORJURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIALOR INCIDENTAL DAMAGES, SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLYTO YOU. IF YOU ARE DISSATISFIED WITH ANY PART OF OUR SERVICES, OR WITH ANY OF THESETERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO STOP USING OUR SERVICES.
You will defend, indemnify, and hold harmless the Z Brothers Parties from and against any third-party claims,damages of any kind, costs, liabilities, and expenses (including reasonable attorneys’ fees) arising out of orrelated to any of the following: (a) your use of our Services or Third-Party Trademarks; (b) your conduct inconnection with our Services or Third-Party Trademarks; (c) any User Content or Feedback you provide; (d) yourviolation of these Terms; or (e) your violation of the rights of another.
11. DISPUTE RESOLUTION
PLEASE READ THE FOLLOWING PROVISIONS CAREFULLY BECAUSE IT REQUIRES YOU AND Z BROTHERSTO ARBITRATE DISPUTES AND LIMITS THE MANNER IN WHICH BOTH PARTIES CAN SEEK RELIEF.-4-You and Z Brothers agree to arbitrate any dispute, claim, or controversy arising from or related to these Terms orour Services, except that neither you nor Z Brothers is required to arbitrate any dispute in which either partyseeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, tradesecrets or patents. ARBITRATION PREVENTS YOU AND Z BROTHERS FROM SUING IN COURT OR FROMHAVING A JURY TRIAL. You and Z Brothers agree as follows: (a) you will each notify each other of any disputewithin 30 days of when it arises and attempt informal resolution before any demand for arbitration; (b) anyarbitration will occur in San Francisco, California, U.S.A.; and (c) arbitration will be conducted confidentially by asingle arbitrator in accordance with the rules of JAMS (or its successor). The language of all proceedings andfilings will be English. Except as expressly provided herein, the arbitrator has the authority to grant any remedythat would otherwise be available in court. The arbitrator will render a written opinion including findings of fact andlaw, and the award and determination of the arbitrator will be binding upon the parties and will not be subject toappeal. Judgment may be entered upon the award of the arbitrator in any court of competent jurisdiction. Theexpenses of the arbitration will be shared equally by the parties unless the arbitrator determines that the expenseswill be otherwise assessed. WHETHER THE DISPUTE IS HEARD IN ARBITRATION OR IN COURT, YOU ANDZ BROTHERS WILL NOT COMMENCE AGAINST THE OTHER A CLASS ACTION, CLASS ARBITRATION, OROTHER REPRESENTATIVE ACTION OR PROCEEDING.
You can choose to reject this agreement to arbitrate (“opt out”) by sending Z Brothers a written opt-out notice (the“Opt-Out Notice”) to firstname.lastname@example.org within thirty (30) days after the date you accept these Terms for thefirst time. The Opt-Out Notice must state that you do not agree to this agreement to arbitrate and must includeyour name, address, phone number, and email address. You must sign the Opt-Out Notice for it to be effective.This procedure is the only way you can opt-out of this agreement to arbitrate. If you opt-out of this agreement toarbitrate, all other parts of these Terms will continue to apply.
12. VENUE; GOVERNING LAW
The state and federal courts located in Westchester County, New York U.S.A. will have exclusive jurisdiction overany suit in connection with our Services or these Terms that is not subject to arbitration, and you and Z Brothershereby irrevocably and unconditionally permission and submit to the exclusive jurisdiction of such courts. TheseTerms and your use of our Services will be governed by and construed in accordance with the laws of New York,U.S.A., without resort to its conflict of law provisions.
Notwithstanding any of these Terms, we reserve the right, without notice and at our discretion, to terminate yourlicense to use our Services and to block or prevent your future access to and use of our Services.
Enforcement of these Terms is solely at Z Brothers ’s discretion, and failure to enforce any part of these Terms insome instances does not constitute a waiver of our right to enforce the same or other part of these Terms in otherinstances. If any provision of these Terms is or becomes unlawful, void, or otherwise unenforceable (including thewarranty disclaimers and liability limitations set forth above) then that provision will be deemed superseded by avalid, enforceable provision that most closely matches the intent of the original provision, and the remainingprovisions of these Terms will continue in full force and effect. As used in these Terms, “including” means“including, without limitation,”. The section headings these Terms and are for reference purposes only and will notaffect the meaning or interpretation of these Terms.
15. QUESTIONS OR COMMENTS
Questions or comments about these Terms may be directed to Z Brothers at ENTER COMPANY CONTACTE-MAIL.