Zengobi Forums Terms of Use

Last updated on June 6, 2018

THIS IS A LEGAL AGREEMENT BETWEEN YOU AND ZENGOBI INC. ("ZENGOBI") STATING THE TERMS THAT GOVERN YOUR USE OF THE ZENGOBI FORUMS SERVICE.

This Zengobi Forums Terms of Use Agreement (the "Agreement") provides information about your participation in one or more discussion forums that are hosted and made available by Zengobi through https://forums.zengobi.com (the "Zengobi Forums").

1. General. Your assent to this Agreement allows you to access and use the Zengobi Forums in accordance with the terms and conditions of this Agreement and all other operating rules, policies (including, without limitation, Zengobi’s Website Terms of Use, Zengobi’s Privacy Policy, and the Zengobi Forums Community Guidelines). Zengobi is providing the Zengobi Forums to you for the purpose of allowing you to engage in discussions with others ("Participants") about certain topics related to Zengobi products, services, and technology only. The only exception to this rule is the "Lounge" forum category where discussions regarding topics unrelated to Zengobi products are permitted. The Zengobi Forums are available only to individuals who are at least 13 years old.
2. User Account. To gain access to and use the Zengobi Forums, you may need to establish an account, including a user name or alias and password ("Account"). Inappropriate or offensive user names, including but not limited to, impersonations of other users, persons or entities, or user names that are otherwise inconsistent with the terms of this Agreement, are not permitted. You are responsible for all activity occurring under your Account, and you agree to keep your Account password confidential and not share it with others. You further agree that you will not access or attempt to access the Zengobi Forums other than through your Account.
3. Content; License to Zengobi. The Zengobi Forums may offer interactive features that allow you to, among other things, submit or post information, materials, data, text, images, documents, code, content or links to third party content ("Content") on areas of the Zengobi Forums that are accessible and viewable by other Participants. If you post Content to the Zengobi Forums, you are entirely responsible for the content of, and any harm resulting from, that Content. By making Content available, you represent and warrant that:
   • the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
   • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the Content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the Content;
   • you have fully complied with any third-party licenses relating to the Content, and have done all things necessary to successfully pass through to end users any required terms;
   • the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
   • the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
   • the Content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
   • your content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, blogs and web sites, and similar unsolicited promotional methods;
   • your content is not named in a manner that misleads your readers into thinking that you are another person or company; and
   • you have, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Zengobi or otherwise.

   Moreover, you hereby grant Zengobi and its affiliates a worldwide, royalty-free, non-exclusive license to use, modify, distribute and sublicense any Content you submit in connection with the Zengobi Forums for any purpose, without any compensation or obligation to you. If you do not want to grant to Zengobi the foregoing rights, do not post Content to the Zengobi Forums. In addition, submitted Content to the "Community Repository" forum category may be freely reproduced, distributed, transmitted, used, modified, built upon, or otherwise exploited by other Participants for any purpose, commercial or non-commercial, without any compensation or obligation.

4. Objectionable Material; No responsibility for Content. You acknowledge that Zengobi personnel may or may not pre-screen submissions posted by Participants of the Zengobi Forums. You understand that by using the Zengobi Forums, you may encounter Content that you find offensive, indecent, or objectionable. You agree to use the Zengobi Forums at your sole risk and agree that Zengobi shall have no liability to you for Content that you find offensive, indecent, or objectionable. You acknowledge and agree that Zengobi is not responsible for examining and evaluating the Content provided through the Zengobi Forums. You understand that Zengobi does not guarantee the accuracy, integrity or quality of such Content. Zengobi does not warrant or endorse and does not assume and will not have any liability or responsibility for any Content provided through the Zengobi Forums, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content.
5. Removal of Content or Functionality. Zengobi retains the right, but not the responsibility, to edit, move or remove any Content, including those submissions or posts deemed by Zengobi to violate this Agreement. Zengobi will have no liability for editing, moving, removing, or continuing to permit the display of any Content. Zengobi reserves the right not to post or publish any Content, and to delete, remove or edit any Content, at any time in its sole discretion without notice or liability. Zengobi has the right, but not the obligation, to monitor any Content posted by you or otherwise available on the Zengobi Forums, to investigate any reported or apparent violation of this Agreement, and to take any action that Zengobi in its sole discretion deems appropriate. In addition, Zengobi may also impose limits on the use of or access to certain features or portions of the Zengobi Forums without notice or liability to you.
6. Confidential Forums. From time to time, Zengobi may provide you with access to confidential forums within the Zengobi Forums for discussion of certain Zengobi Confidential Information, such as the discussion of pre-release software. For purposes of such confidential forums, Zengobi is providing a limited exception to your Beta Agreement(s) by allowing you to discuss Zengobi Confidential Information that you have obtained from Zengobi under such agreement(s) with other Participants who are also on such confidential forums, but only within these confidential forums. Except for the limited purpose of discussions with other Participants within these confidential forums, you acknowledge and agree that this Agreement does not grant you the right to copy, reproduce, publish, blog, disclose, transmit, or otherwise disseminate any Zengobi Confidential Information.
7. No Zengobi Assistance. Zengobi may, but is under no obligation to, provide technical guidance and other assistance on the Zengobi Forums. You expressly acknowledge and agree that any information that is provided by Zengobi or Zengobi employees is offered on an "AS IS" basis without warranties of any kind, and no licenses to any Zengobi intellectual property rights, expressly or by implication, estoppel or otherwise, are granted by Zengobi under this Agreement.
8. License to Use; Restrictions. Subject to the terms and conditions of this Agreement, Zengobi grants you a non-exclusive, non-transferable, revocable right to access and use the Zengobi Forums. You understand that Zengobi may provide multiple discussion lists within the Zengobi Forums and you agree to comply with and only post submissions that are relevant to the applicable forum topic on the applicable list. You acknowledge that certain Participants may not have access to the same Zengobi Confidential Information as you have access to and you agree to not reveal off-topic Zengobi Confidential Information on non-applicable lists. You agree not to exploit any services provided by the Zengobi Forums in any unauthorized way, including but not limited to, by trespass or burdening network capacity. You agree not to, or not to assist another person to, circumvent or otherwise tamper with security components (if any) of the Zengobi Forums.
9. Term and Termination. This Agreement will continue to apply until terminated by either you or Zengobi as set forth below.
   1. Termination by Zengobi. This Agreement and all rights and licenses granted by Zengobi hereunder will terminate, effective immediately upon notice from Zengobi if: (i) you have breached any provision of the Agreement or have acted in a manner that indicates to Zengobi that you do not intend to, or are unable to, comply with the Agreement or any of the Zengobi Beta Agreements; (ii) Zengobi has elected to discontinue the Zengobi Forums (or any part thereof); (iii) there has been an extended period of inactivity in your account; or (iv) your Account is used by any third parties. Zengobi may also terminate this Agreement for its convenience, for any reason or no reason, upon written notice of its intent to terminate. Termination of your Account by Zengobi may, at Zengobi’s sole discretion, include one or more of the following: (i) removal of access to the Zengobi Forums (or part thereof); (ii) deletion of your Account and/or all related information and Content associated with your Account (or any part thereof); (iii) barring of further use of the Zengobi Forums (or part thereof), and (iv) termination of any of your Zengobi Beta Agreements. You agree that all terminations for cause shall be made in Zengobi’s sole discretion and that Zengobi shall not be liable to you or any third party for any termination of your Account, or access to the Zengobi Forums and Content. Upon any termination of this Agreement, you shall promptly discontinue use of the Zengobi Forums.
   2. Termination by You. If you want to terminate the Agreement, you may do so by notifying Zengobi at any time, closing your Account and ceasing all use of the Zengobi Forums.
   3. Termination of the Zengobi Forums. In the event that Zengobi changes any part of the Zengobi Forums or suspends or discontinues the Zengobi Forums, which Zengobi may do at its election, you acknowledge that you may no longer be able to use such Zengobi Forums to the same extent as prior to such change, suspension or discontinuation, and that Zengobi shall have no liability to you or to any third party in such case, including for removing access to any Content.
   4. Survival. The following sections of this Agreement shall survive any expiration or termination of the Agreement: the third and fourth sentence of Section 2, Sections 3-5, the third sentence of Section 6, Section 7, Section 9 and Sections 11-17.
10. Usage Guidelines; Agreement Changes. Zengobi reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on your use of the Zengobi Forums. Such updates, revisions, supplements, modifications, and additional rules, policies, terms, and conditions (collectively referred to in this Agreement as "Additional Terms") will be effective immediately and are hereby incorporated into this Agreement by this reference. Your continued use of the Zengobi Forums after Zengobi has provided you with notice of such Additional Terms will be deemed to constitute your acceptance of such Additional Terms.
11. Compliance with Legal Process. Zengobi reserves the right to takes steps Zengobi believes are reasonably necessary or appropriate to cooperate with any legal process relating to your use of the Zengobi Forums or Content (including a third party claim that your use of the Zengobi Forums or Content is unlawful and/or infringes such third party's rights). You agree that Zengobi has the right, without liability to you, to disclose your Account information to law enforcement authorities, government officials, or a third party, as Zengobi believes is reasonably necessary or appropriate to cooperate with such a legal process.
12. Warranty Disclaimer. ZENGOBI DOES NOT PROMISE THAT THE ZENGOBI FORUMS, OR ANY CONTENT, SERVICE OR FEATURE OF THE FOREGOING (COLLECTIVELY, THE "SERVICE" FOR PURPOSES OF SECTIONS 12- 13) WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE SERVICE IS PROVIDED ON AN "AS-IS" AND "AS- AVAILABLE" BASIS AND THE SERVICE IS SUBJECT TO CHANGE WITHOUT NOTICE. ZENGOBI CANNOT ENSURE THAT ANY FILES, INFORMATION OR OTHER DATA YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES AND ZENGOBI DISCLAIMS ANY LIABILITY RELATED THERETO. ZENGOBI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZENGOBI DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE SERVICE, including, but not limited to, any information obtained thereon OR THROUGH ANY LINKED SITES. YOUR SOLE REMEDY AGAINST ZENGOBI FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
13. Limitation of Liability. Except where prohibited by law, in no event will Zengobi be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Zengobi has been advised of the possibility of such damages. If, notwithstanding the other provisions of this Agreement, Zengobi is found to be liable to you for any damage or loss that arises out of or is in any way connected with your use of the Service, Zengobi’s liability shall in no event exceed US$50.00.
14. Zengobi Independent Development. Nothing in this Agreement will impair Zengobi’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that you may disclose, develop, produce, market, or distribute. In the absence of a separate written agreement to the contrary, Zengobi will be free to use any information, suggestions or recommendations you provide to Zengobi or the Zengobi Forums for any purpose.
15. Notices. Zengobi may send you notice with respect to the Zengobi Forums by sending an email message to the email address listed in your Account or by a posting on the Zengobi Forums. Notices shall become effective immediately.
16. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina, as applied to agreements entered into and to be performed entirely within North Carolina between North Carolina residents. Any litigation or other dispute resolution between you and Zengobi arising out of or relating to this Agreement, will take place in North Carolina, and you and Zengobi hereby consent to the personal jurisdiction of and exclusive venue in the state and federal courts within North Carolina with respect any such litigation or dispute resolution.
17. Miscellaneous. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized representative of Zengobi, and no single waiver will constitute a continuing or subsequent waiver. This Agreement will bind your successors but may not be assigned, in whole or part, by you without the written approval of an authorized representative of Zengobi. Any non-conforming assignment shall be null and void. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement constitutes the entire agreement between the parties with respect to your participation in the Zengobi Forums. No addition to or removal or modification of any of the provisions of this Agreement will be binding upon Zengobi unless made in writing and signed by an authorized representative of Zengobi.