1. THE BASICS

1.1. Upon accepting the terms of this Agreement, you may create ZoeSites within the Sites pursuant to the existing functionality offered thereon and pursuant to the terms and conditions of this Agreement

1.2. You will not upload onto the Sites or any ZoeSite any text, graphics, user interfaces, visual interfaces, photographs, moving images, illustrations, files, trademarks, logos, service marks, sounds, music, artwork and computer code, design, structure, selection, coordination, “look and feel” and arrangement of such content (“Content”) that infringes or misappropriates any copyright, trademark, trade secret, trade dress, moral rights, patent rights, or other intellectual property rights of any third party. For purposes of this Agreement, User submissions of Content to the ZoeSites, whether or not such Content is solicited or permitted by you, is also deemed “Content”

1.3. By uploading Content, you do not transfer ownership of that Content to ZoeCity, but you do grant the licenses described herein. Notwithstanding the forgoing, ZoeCity owns and will continue to own all user data (including metadata) generated by or observed on the Sites and all subparts thereof including that associated with any ZoeSites created by you (“User Data”). No ownership or license of User Data is transferred to you under this Agreement.

1.4. This Agreement remains in full force and effect until terminated in accordance with its terms. If at any time the terms and conditions of this Agreement are no longer acceptable, you must follow the termination procedures set forth below under “Term and Termination” below.

2. GRANT OF LICENSE

You grant to ZoeCity a worldwide, irrevocable, perpetual, non-exclusive, sub-licensable, and transferable license to use, reproduce, distribute, prepare derivative works from, display, perform, and otherwise exercise all rights in and to the Content and ZoeSites in connection with the Sites and services thereon, including for promoting and redistributing part or all of the Content or ZoeSites (and derivative works thereof) in any media formats and through any media channels now known or hereinafter invented. The license may also be exercised on behalf of ZoeCity by third parties acting on ZoeCity’s behalf (e.g. technology partners, service providers and independent contractors). You also grant each user of the Sites (“User”) a non-exclusive license to access the Content and the ZoeSites through the Sites, and to use, access, reproduce, distribute, display and perform such Content and ZoeSites as permitted through the functionality of the Sites and under the Terms of Use, including on third-party website via use of a ZoeCity Widget.

3. PRICING, FEES AND ROYALTIES

You may charge for access to content, access to the ZoeSite, downloads, sale of products, or any other products and services offered through the ZoeSite. You may retain all revenue earned from charging for such products and services. Notwithstanding the foregoing, to the extent that ZoeSite uses ZoeCity’s e-commerce, billing and collection, or customer service services, the parties shall enter into a separate arrangement that will compensate ZoeCity for such services.

4. ACCOUNT REGISTRATION AND SECURITY.

To upload Content to the Site, you must create an account. You agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Sites ("Registration Data"); (b) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; (c) maintain the security of your password and identification; (d) notify ZoeCity immediately of any unauthorized use of your account or other breach of security; (e) accept all responsibility for any and all activities that occur under your account, whether or not such activities were authorized by you; and (f) accept all risks of unauthorized access to the Registration Data and any other information you provide to Company.

5. MANAGING CONTENT

You understand and agree that you (and not ZoeCity) are solely responsible for the ZoeSite users on your ZoeSite and it is your responsibility to enforce the Code of Conduct against your users and to respond to any complaints of inappropriate materials on the ZoeSite. You also understand and agree that you will be liable to ZoeCity for any liability incurred by ZoeCity because of your failure to manage and police your ZoeSite.

Notwithstanding the foregoing, ZoeCity reserves the right to delete, move, refuse to accept or edit any communication, Content, or ZoeSite that it may determine, in its sole discretion, violates or may violate this Agreement, the intellectual or proprietary rights of others, any of its policies or is otherwise unacceptable in its discretion. ZoeCity will have the right (but not the obligation) to correct any errors or omissions in any Content or any ZoeSite, as it may determine in its sole discretion.

ZoeCity will make good-faith efforts to allow you to select and maintain the organization of the ZoeSites. Notwithstanding the foregoing, ZoeCity reserves the right to alter such organization should it be necessary to serve the greater good of the Sites or its Users. Moreover, ZoeCity makes no guarantees to you regarding the placement or location of any Content. ALL FEATURES, SPECIFICATIONS, PRODUCTS, AND PRICES OF THE SITES AND THE SERVICES (INCLUDING THE AVAILABILITY OF ZoeSiteS AND A REGISTERED USER’S ABILITY TO CREATE SAME) ARE SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE.

You understand and agree that by creating a ZoeSite and posting Content thereon, your Content and ZoeSite will be accessible to third-party Users of the Sites over which ZoeCity has no control. ZoeCity is not and will not be responsible (or liable to you) for the actions of such Users and any non-compliance by such Users of the Terms of Use. YOUR CREATION OF ZoeSiteS AND YOUR SUBMISSION OF CONTENT THERETO IS SOLELY AT YOUR OWN RISK. YOU UNDERSTAND AND AGREE THAT THE FUNCTIONALITY OF THE SITES THAT ALLOW YOU TO CREATE ZoeSiteS IS OFFERED TO YOU “AS-IS” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. YOU FURTHER UNDERSTAND AND AGREE THAT SUCH FUNCTIONALITY AND ALL RELATED SERVICES ARE SUBJECT TO ALL DISCLAIMERS AND LIMITATIONS OF LIABILITY WITH REGARDS TO THE SITES AS SET FORTH IN THE TERMS OF USE.

6. CUSTOMER SERVICE.

You will provide Users of your ZoeSites with responsive customer service with regard to such Users’ access and use of the ZoeSites. You will serve as the primary contact for Users who have questions, comments, or issues related to any of our ZoeSites or any Content posted thereon. If a ZoeSite User contacts ZoeCity with a question or issue regarding one of your ZoeSites, ZoeCity may refer that question or issue to you. If you are unable to resolve the User’s question or issue within a reasonable amount of time (as the term “reasonable” is interpreted by ZoeCity in its reasonable discretion), then ZoeCity will provide customer service to that User and, in so doing, may make any and all attempts to resolve such question or issue including removing any of your ZoeSites or Content.

7. CONFIDENTIAL INFORMATION

You acknowledge that the Confidential Information (defined below) that it obtains under this Agreement and through the use of the Sites and the provision of Content constitutes valuable, confidential, proprietary information of ZoeCity and its licensors, and agrees that during the term of this Agreement and thereafter it shall not, without the express written consent of ZoeCity, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Agreement.

For the purposes of this Agreement, “Confidential Information” means any and all data, information, documents, software or materials relating to the business and management of ZoeCity, its Users, affiliates, suppliers or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, identities or personal information of any kind pertaining to members, clients, methodologies, Sites content belonging to others and other intellectual property.

8. REPRESENTATIONS AND WARRANTIES

In addition to the representations and warranties contained within the Terms of Use, you represents and warrants as follows:

8.1. You have the legal capacity and authority to enter into this Agreement; are the sole and exclusive owner of the Content or has all necessary rights and authorization from any co-owners or co-creators; have all rights and authorization to grant all of the license rights provided under this Agreement; and have not granted any rights or licenses to any Content or any other intellectual property or technology that would conflict with this Agreement;

8.2. No portion of the Content or the ZoeSites as submitted to or created within the Sites under this Agreement contains any disabling mechanism or protection feature designed to prevent its use, copying or enjoyment in the manner contemplated in this Agreement, and all Content and ZoeSites are and will be free of any virus, worm, lock, or other mechanism or device that may be used to modify, delete, damage or disable the Sites (or any portions thereof) or the Content or any other hardware or computer system, or which would otherwise render inaccessible or impair the use of the Content or the Sites in any way;

8.3. The ZoeSites will include all necessary descriptive information to enable its effective marketing and organization within the Site. Such information will be complete and accurate in all material respects and will not include false, misleading or inapplicable metadata intended to or which has the effect of keyword “doping” or improperly altering search results that would otherwise be applicable to any ZoeSites or Content;

8.4. You will comply with all applicable laws including intellectual property laws and privacy laws.

9. INDEMNIFICATION

You will indemnify, defend and hold ZoeCity and its subsidiaries, affiliates, and their respective directors, officers, employees, shareholders, agents and Users (collectively, the “Indemnified Parties”) harmless from and against any and all claims, allegations, damages, liability, losses, costs and expenses (including, but not limited to, reasonable legal fees) arising out of or related to: (i) any ZoeSite or Content that you create, post, store or otherwise transmit on or through the Site; (ii) any conduct occurring under your account by any person, whether or not authorized by you; (iii) your use or inability to use the Site; (iv) any breach or alleged breach of the Terms of Use and/or this Agreement, including the representations and warranties contained herein; (v) your unauthorized use of the Content; or (vi) your unauthorized creation of the ZoeSites; or (vi)your violation of any rights of another. ZoeCity reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with ZoeCity’s defense of such claim.

10. TERM AND TERMINATION

10.1. This Agreement is effective until terminated. You may terminate this Agreement at any time by giving thirty (30) days written notice to ZoeCity using info@zoecity.com or such other means of written notice acceptable to ZoeCity that enables confirmation of your identity and your intention to terminate. ZoeCity may also terminate this Agreement for any reason by giving you thirty (30) days notice by email at the last address contained in your membership information; such notice will be deemed received when given.

10.2. Either party may terminate this Agreement upon written notice effective immediately upon receipt if the other party (i) liquidates all or substantially all of its assets, dissolves as a corporation other than through inadvertence, or otherwise ceases to do business in a material way, or (ii) makes an assignment for the benefit of creditors, or (iii) files a petition in bankruptcy, petitions or applies for a receiver or trustee for all or any substantial part of its property and such receiver or trustee is appointed, or commences, or has commenced against it, a proceeding under any bankruptcy, reorganization, readjustment of debt, dissolution, or liquidation law or statute of any jurisdiction, any of which shall remain in force for a period of thirty (30) days or more, or (iv) is adjudicated insolvent or bankrupt, or (v) is in breach of this Agreement.

10.3. In addition, ZoeCity may deem an account to be terminated if there has been: (i) in the reasonable opinion of ZoeCity, any material misrepresentation made as to the capacity, identity or intellectual property ownership of Content, the ZoeSites, or the ZoeSite Operator provided hereunder; or (ii) no log-in or other activity in the account for 24 months despite reasonable commercial efforts to contact ZoeSite Operator based on the information provided through the Sites as part of the account profile of such ZoeSite Operators.

10.4. Upon the termination of this Agreement, the license granted to ZoeCity will cease subject to the following conditions: (i) ZoeCity shall ensure that the Content is not available on the Sites within ninety (90) days of the termination of this Agreement; and (ii) notwithstanding termination, ZoeCity shall have the right to continue licensing Content until it is removed from the Site and ZoeCity shall be permitted to continue to use the Content in conjunction with its internal business purposes so long as ZoeCity does not make such Content available to the public.

10.5. Termination of this Agreement shall operate without prejudice to ZoeCity's rights, defenses and limitations of liability provided under this Agreement or the Terms of Use, which rights, defenses and limitations of liability shall survive termination of this Agreement. In addition, the provisions of this Agreement relating to: Managing Content; Confidential Information; Data Ownership; Representations and Warranties; and Indemnification, shall survive termination of this Agreement and continue in full force and effect.

11. ASSIGNMENT

This Agreement shall not be assigned by either party hereto without the prior written consent of the other party, except that ZoeCity may assign its rights and delegate its duties under this Agreement in their entirety in connection with a merger, reorganization, or sale of all, or substantially all, of its assets relating to this Agreement.

12. AMENDMENTS

This Agreement can be amended by the written agreement of the parties or by ZoeCity by posting providing you with notice via email at the last address contained in your membership information. Your continued provision of Content, operation of ZoeSites, or failure to terminate this Agreement within thirty (30) days of sending of such amendment will be deemed to be acceptance of the amendment by you and the amendment will be incorporated by reference into this Agreement.