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URBAN ZEN TERMS OF USE

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE USING THE SITE. YOUR USE OF THE SITE CONSTITUTES AN AGREEMENT TO THE TERMS OF USE.

The Terms of Use (the "Terms") are between you ("You") and Urban Zen ("we," "us", "UZ") and governs Your use of the online site currently located at [www.urbanzen.org/], and any successor website(s), including the content, software and services provided via that website (collectively, the "Site"). This Site is made available by Urban Zen subject to the Terms. Please read these Terms carefully before You start to use the Site. By using the Site, You accept and agree to be bound and abide by these Terms and our Privacy Policy, as defined below, incorporated herein by reference.

We reserve the right, in our sole discretion, to change, modify, add, or delete portions of these Terms at any time without prior notice to You, which changes we may provide to You by any reasonable means, including by posting the revised draft of these Terms on the Site. We also reserve the right to add, delete, modify or amend features and/or services contained within the Site, to limit the provision of any content, service, or product described herein to any person, geographic area or jurisdiction, at any time and in our sole discretion, as well as to limit the quantities of any content, service, or product(s) that we may provide. Your continued use of the Site after such posting of revised Terms of Use or other notice will indicate Your acceptance of such changes. You are expected to check this page each time You access this Site so You become aware of any changes, as such changes will be binding on You.

1. REGISTRATION AND REGISTRATION OBLIGATIONS

You may freely access the Site without an account. In consideration of Your ability to submit, post and upload Your Content, as defined below, to the Site, You are required to create an account in which You will have to provide personal information, including an email address and password, which is used to protect the account from unauthorized access (Your "Account"). Registration will be necessary to post Your Content, as defined below. You agree to provide accurate, current and complete information. UZ reserves the right to use Your email for non-marketing and administrative purposes, such as notifying You of any major changes to the Site.

You acknowledge that Your account is personal to You and agree not to provide any other person with access to this Site or portions of it using Your user name, password or other security information. You are responsible for all use of the Account and for any actions that take place using the account, whether by You or a third party. You agree not to gain unauthorized access to the Site, or any Account, computer system or network connected to this Site. We have the right to disable any user name, password or other identifier, whether chosen by You or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, You have violated any provision of these Terms.

2. POSTINGS AND SUBMISSIONS

You may provide data, images, audio and video clips, documentation, text, and other information contained in the files posted on the Site or provide images, text and commentary when creating Your Account profile (collectively, "Submissions"). In addition to providing Submissions, You may post commentary, and/or participate in any other interactive features offered on the Site as contemplated by the Site, such as any forums, blogs, or message boards (collectively, "Postings"). Any Submissions and Postings collectively will be referred to as "Your Content."

You agree that UZ may edit, remove or decline to post, any of Your Content that, in its sole discretion, does not comport with its mission or is otherwise inappropriate for the Site. UZ has a right, but no obligation, to monitor and edit or remove any and all of Your Content. UZ and its employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers, and sponsors have no control over, and shall have no liability for, any damages resulting from the use (including without limitation republication) or misuse by any third party of Your Content. If You choose to post Your content or make any of Your personally identifiable or other information publicly available in a posting, submission or otherwise on the Site, You do so at Your own risk.

You agree that UZ may disclose Your identity or other information about You to any third party who claims that content posted by You violates their rights, including their intellectual property rights or their right to privacy and that UZ may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Site. Without limiting the foregoing, You acknowledge that we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS UZ AND ITS AFFILIATES, LICENSEES AND SUPPLIERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY UZ OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER UZ, SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

3. LICENSE GRANT

You grant UZ a non-exclusive royalty free, perpetual, irrevocable and fully sublicenseable and assignable right to use, reproduce, modify, adapt, publish, translate, create derivative works of, distribute, and display Your Content throughout the world in any print or non-print media, including, but not limited to, for use on the Site or any other material or media whether now known or hereafter created.

4. INTELLECTUAL PROPERTY RIGHTS

The content included in this Site, including text, graphics, logos, designs, images or software, is the exclusive property of UZ or its content suppliers. The compilation of all material on this Site is also the exclusive property of UZ. You may not distribute or resell the Site or its contents, any collection and use of any content or any derivative use of this Site or its contents.

You represent and warrant that You own or otherwise control all of the rights to Your Content posted on the Site (and have the right to post such content and grant the license therein granted to UZ in these Terms) and that Your Content does not infringe or otherwise violate the rights of third parties including, but not limited to, copyright, trademark, patent, trade secrets, or rights of publicity or privacy, and to the best of Your knowledge, all of Your Content is accurate and does not contain falsehoods, errors or omissions.

5. RESTRICTIONS ON USE

By using this Site, You agree not to:

a) Submit or post anything that is unlawful, threatening, abusive, libelous, defamatory or indecent information of any kind, including, but not limited to, conduct that would constitute a criminal offense, give rise to civil liability or violate any local, state, national or international law or regulation or otherwise cause injury of any kind;

b) Submit or post anything that consists of or contains software viruses, political campaigning, commercial solicitation, chain letters, mass mailing, or any form of "spam";

c) Instigate or encourage others to commit illegal activities or cause injury or property damage to any person;

d) Reproduce, duplicate, display, publish, distribute, transmit, modify, repost, copy, sell, resell, visit, or otherwise exploit the Site or any content on the Site, whether posted by You or by other users of the Site, other than for personal use;

e) Circumvent, disable or interfere with security-related features of the Site or features that prevent or restrict use or copying of any content on the Site, whether posted by You or by other users of the Site or enforce limitations on use of the Site herein;

f) Act in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by Urban Zen;

g) Stalk or otherwise harass anyone and/or post pornographic or indecent materials or otherwise post anything inflammatory, vulgar or overtly insulting;

h) Post links to external websites, unless integral to the conversation;

i) Obtain any materials through any means not intentionally made available through the Site;

j) upload infringing content, download or distribute any materials unless expressly authorized, or publicize any copyrighted works on or from the Site or otherwise facilitate the unlawful distribution of copyrighted content; and

k) make any defamatory or libel comments or otherwise violate anyone's rights in their name or likeness or use the Site to impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity.

You represent and warrant that any information You provide through or in connection with Your use of the Site is and shall remain true, accurate, and complete, and that You will maintain and update such information regularly.

6. PRIVACY POLICY

Your submission of information through the Site is governed by Urban Zen's Privacy Policy, which is located at [http://www.urbanzen.org/privacy_policy] (the "Privacy Policy"). These Terms incorporates by reference the terms and conditions of the Privacy Policy.

7. NOTICES OF COPYRIGHT INFRINGEMENT

If You believe in good faith that Content hosted by UZ infringes Your copyright, You (or Your agent) may send us a notice pursuant to the Digital Millennium Copyright Act (“DMCA”) requesting that the material be removed, or access to it blocked. In order to comply with the requirements set forth in DMCA, the notice should include the following information:

(a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

(b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this website are covered by a single notification, a representative list of such works);

(c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow us to locate the material on this website (e.g., a complete URL - or URLs in the case of multiple works);

(d) the name, address, telephone number and email address (if available) of the complaining party;

(e) 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

(f) 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.

Notices should be sent to:

By e-mail: [support@urbanzen.org]

By postal mail or courier:

Urban Zen

[705 Greenwich Street]

[New York, NY 10014]

Attention: [UZ Webmaster]

Please note that there can be penalties for false claims under the DMCA. Furthermore, if you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA notice may not be effective.

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

8. ADDITIONAL DISCLAIMERS

Submissions and Postings may be provided by employees of UZ as well as by third party visitors to the Site. Although we provide rules for users' conduct, postings and submissions, UZ and its employees, officers, directors, shareholders, affiliates, agents, representatives, licensors, suppliers, and sponsors neither endorse nor are responsible for any opinion, advice, information, or statements posted by third parties. The opinions expressed in any Submissions or Postings reflect solely the opinions of the individuals who submitted such opinions, and may not reflect the opinions of Urban Zen.

All or a portion of the Site may be temporarily unavailable from time to time for maintenance or other reasons. UZ assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, users’ communications or Your Content. UZ is also not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, including injury or damage to any person’s computer or other hardware or software, related to or resulting from using or downloading materials in connection with the internet and/or in connection with the Site. Under no circumstances will UZ be responsible for any loss or damage, including any loss or damage to any of Your Content or personal injury or death, resulting from anyone’s use of the Site, or through the Site, or any interactions between users of the Site, whether online or offline.

The Site may contain links to external or third-party websites that are not controlled or owned by UZ. By Your use of the Site, You expressly relieve UZ of any liability arising from Your use of these external or third-party websites. If you decide to access any such external or third party websites, you do so entirely at your own risk and subject to the terms and conditions of use for such websites. Nothing in these Terms shall be deemed to confer any third party rights or benefits.

THIS SITE AND THE CONTENT ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, UZ AND OUR AFFILIATES, LICENSORS, SUPPLIERS, AND EACH OF OUR AND THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, EMPLOYEES, LICENSORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE.

If and to the extent applicable law does not allow the exclusion of implied warranties, the above exclusions may not apply to You.

9. LIMITATION OF LIABILITY

NEITHER UZ NOR ANY OF OUR AFFILIATES, LICENSORS, SUPPLIERS, AND EACH OF OUR AND THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, EMPLOYEES, LICENSORS, AND SUPPLIERS, ARE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY LEGAL THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THIS SITE AND/OR CONTENT OR USER SUBMISSION, AND/OR ANY LINKED SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE OR ANY POSTING OR SUBMISSION OR ANY LINKED SITE IS TO STOP USING THIS SITE OR LINKED SITE, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY TO UZ FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, SHALL BE THE TOTAL AMOUNT PAID BY YOU TO UZ, IF ANY, TO ACCESS THIS SITE. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID BY YOU TO UZ TO ACCESS THIS SITE, YOU SHALL BE LIMITED TO EQUITABLE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM UZ, OUR AFFILIATES, LICENSORS, SUPPLIERS, AND EACH OF THEIR DIRECTORS, OFFICERS, AGENTS, CONTRACTORS, PARTNERS, EMPLOYEES, LICENSORS, AND SUPPLIERS, REGARDLESS OF THE CAUSE OF ACTION.

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 MAY HAVE ADDITIONAL RIGHTS.

10. INDEMNIFICATION

You agree to indemnify and hold UZ, its affiliates, its licensors, its suppliers, and each of our and their directors, officers, agents, contractors, partners, employees, licensors, and suppliers harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorneys’ fees, arising out of or in connection with any of Your Content posted or shared on or through the Site, Your use of the Site, Your conduct in connection with the Site or with other members of the Site, or any violation of these Terms or of any law or regulations or the rights of any third party.

11. MISCELLANEOUS

Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by UZ.

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable to the extent thereof from these Terms and shall not affect the validity and enforceability of any remaining provisions.

These Terms and the Privacy Policy represent the entire agreement between us relating to Your right to access and use the Site, and supersede any and all prior or written or oral agreements between us with respect to such subject matter.

UZ may freely assign its rights and obligations hereunder.

No waiver by UZ of any breach or default by You under these Terms shall be deemed to be a waiver of any preceding or subsequent breach or default.

No provision of these Terms provides any person or entity not a party to these Terms with any remedy, claim, liability, reimbursement, or cause of action, or creates any other third party beneficiary rights.

Any legal action concerning these Terms shall be interpreted under the laws of the State of New York and shall be subject to the exclusive jurisdiction of the state and federal courts located in New York, New York. Notwithstanding the foregoing, legal actions involving California residents will be interpreted under the laws of the State of California, and may be subject to jurisdiction either in the state and federal courts located in New York, New York or the state and federal courts located in the California county in which the California resident resides.