TERMS OF USE

Welcome to Zugara, Inc.’s Cannonballz website (the “Website”).  The Website is owned and operated by Zugara, Inc. (“Zugara,” “we” or “us”).  By using the Website, you acknowledge that you have read, understand and agree to comply with and be bound by the following Terms of Use.  Please review the following terms carefully.  If you do not agree to these terms, please do not use the Website.

We reserve the right, in our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without notice.  Your continued use of the Website after any such changes constitutes your acceptance of the new Terms of Use.  It is your responsibility to regularly check the Website to determine if the Terms of Use have changed, as indicated by the “Date Last Revised” line at the bottom of this page.

1. Privacy Policy.  Our Privacy Policy, as effective from time to time, is a part of these Terms of Use.  You may access our Privacy Policy by clicking here.

2. The Website’s Content.  The contents of the Website, including, without limitation, all text, graphics, images, logos, icons, interfaces, source codes and software (collectively, the “Content”) are proprietary materials owned by Zugara or third party content providers.  The exclusive ownership and rights of Zugara and any such third party content providers in and to the Content are protected by copyright, trademark, and other law.  The compilation (meaning the collection, arrangement and assembly) of the Content on the Website is the exclusive property of Zugara as protected by copyright law.  The reproduction, distribution, use or publication by you of any of the Content is strictly prohibited, except as specifically provided herein.  Unauthorized use of the Content, in whole or in part, may violate copyright, trademark, or other laws.  By using the Website, you agree not to decompile, disassemble or otherwise reverse engineer the Website or any Content contained therein.  You do not acquire ownership rights to any of the Content.  The posting by Zugara of Content on the Website does not constitute a waiver of any right in such Content.

3. Limited Right to Use.  The viewing, printing or downloading of any of the Content grants you only a limited, non-exclusive, non-transferable license solely for your own personal, non-commercial use and not for republication, distribution, assignment, sublicense, sale, preparation of derivative works, or any other use.  No part of any of the Content may be reproduced in any form or incorporated into any information retrieval system, electronic or mechanical, other than for your personal, non-commercial use.

4. User Materials.  You are solely responsible for the photos, profiles (including your name, image and likeness), messages, notes, text, information, music, video, graphics, tags or other materials (“User Materials”) that you upload, post, publish, display or otherwise make available (collectively hereinafter, “post”) on or through the Website, or transmit to or share with other users.  You may not post, transmit, or share User Materials that you did not create or that you do not have permission to post, transmit or share. You understand and agree that Zugara may, but is not obligated to, review the Website and may edit, delete or remove (without notice) any Content or User Material in its sole discretion, for any reason or no reason, including User Materials that in the sole judgment of Zugara, violates these Terms of Use or which might be offensive, illegal, or which might violate the rights of, or harm or threaten the safety of others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Materials you post on the Website or provide to Zugara.

When you post User Materials to the Website, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Materials on the Website.  By posting User Materials to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to Zugara an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Materials for any purpose, commercial, advertising, or otherwise, on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Materials, and to grant and authorize sublicenses of the foregoing, all in any manner consistent with our Privacy Policy.  You may remove your User Materials from the Website at any time.  If you choose to remove your User Materials, the license granted above will automatically expire, however you acknowledge that Zugara may retain archived copies of your User Materials.  Subject to the rights granted to Zugara, you retain your intellectual property rights or other proprietary rights associated with your User Materials.

Zugara does not control any User Materials posted via the Website and, as such, does not guarantee the accuracy, integrity or quality of such User Materials.  You understand that by using the Website, you may be exposed to User Materials that is offensive, indecent or objectionable.  Under no circumstances will Zugara be liable in any way for any User Materials, including, but not limited to, any errors or omissions in any User Materials, or any loss or damage of any kind incurred as a result of the use of any User Materials posted, transmitted or shared via the Website.

5. Restrictions.  In consideration of your use of the Website, you agree not to use the Website to:

(a) post, transmit or share any User Material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, sexually explicit, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) post, transmit or share any User Material that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

(c) post, transmit or share any User Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

(d) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(e) post, transmit or share any User Materials that exploits images or the likeness of any individual other than yourself (except where you have obtained express permission from such other individual for such exploitation);

(f) post, transmit or share any unsolicited or unauthorized advertising, promotional materials, “spam” or any other form of solicitation;

(g) post, transmit or share any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(h) interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website;

(i) bully, intimidate, harass or harm another;

(j) solicit login or personal indentifying information or access an account belonging to someone else;

(k) engage in any commercial activities and/or sales; or

(l) intentionally or unintentionally violate any applicable local, state, national or international law.

6. Use of Information.  We reserve the right, and you hereby authorize us, to use and assign all information regarding your use of the Website and all information provided by you in any manner consistent with our Privacy Policy.

7. Intellectual Property.  We respect the intellectual property rights of others and ask that you do the same.  We prohibit users from uploading or otherwise transmitting on the Website any materials that violate another party’s intellectual property rights.  When we receive notice of an alleged copyright infringement, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers in accordance with the Digital Millennium Copyright Act.

8. Complaints.  If you believe that any Content or User Material infringes upon any copyright which you own or control, or if you wish to report Content, User Material, content posted by any third party, or user conduct that is unlawful or offensive, or if you wish to make any other type of complaint with respect to the Website, you may notify us by sending a detailed message to info@zugara.com.

9. Third Party Sites.  The Website may contain links to other web sites (“Third Party Sites”) as well as photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties.  Such Third Party Sites and their content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Website or any content posted on, available through or installed from the Website.  Inclusion of, linking to or permitting the use or installation of any Third Party Site or any content accessed thereby does not imply approval or endorsement thereof by us.  If you decide to leave the Website and access the Third Party Sites or to use or install any content from any Third Party Site, you do so at your own risk and you should be aware that our terms and policies no longer govern to such sites or any content accessible thereby.  You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Website or relating to any applications you use or install from any such Third Party Site.

10. No Endorsement.  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 Zugara.

11. Disclaimers.  ZUGARA DOES NOT GUARANTEE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY PRODUCT OR SERVICE.  THE WEBSITE AND THE CONTENT ARE PROVIDED “AS-IS” AND ZUGARA DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.  ZUGARA DOES NOT REPRESENT OR WARRANT THAT ANY CONTENT OR OTHER MATERIALS ON THE WEBSITE ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, THAT YOUR USE OF THE WEBSITE WILL MEET YOUR REQUIREMENTS, OR THAT THE WEBSITE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  YOU EXPRESSLY UNDERSTAND AND AGREE THAT ANY CONTENT OR OTHER MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU ARE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.  YOU FURTHER AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY BREACH OF YOUR OBLIGATIONS UNDER THESE TERMS OF USE AND FOR ANY LOSS OR DAMAGE (INCLUDING ANY LOSS OR DAMAGE WHICH ZUGARA MAY SUFFER) THAT MAY RESULT FROM ANY SUCH BREACH.

12. Limitation on Liability.  IN NO EVENT WILL ZUGARA OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY.  THIS SHALL INCLUDE, BUT IS NOT LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS, EVEN IF ZUGARA IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnity.  You agree to indemnify and hold Zugara, its directors, officers, agents, contractors, partners, licensors and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any User Material you submit, post, transmit, share, modify or otherwise make available on or through the Website, your use of the Website, your conduct in connection with the Website or with other users of the Website, or any violation of these Terms of Use or of any law or the rights of any third party (including, without limitation, any claims that User Material that you post, transmit or share infringes the intellectual property rights of, or injures or defames, any third party).

14. Modifications to the Website.  We reserve the right in our sole discretion to modify, delete or discontinue any of the Content or the Website (or any part thereof) without prior notice.

15. Termination.  Zugara may remove any User Material that you have posted on the Website and/or prohibit you from using or accessing the Website (or any portion, aspect or feature of the Website) for any reason, or no reason, at any time in its sole discretion, with or without notice.

16. Governing Law; Venue and Jurisdiction.  By using the Website, you agree that the laws of the State of California, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and Zugara.  Any and all claims, causes of action or disputes (regardless of theory) arising out of or relating to these Terms of Use, or the relationship between you and Zugara, shall be brought exclusively in the state and federal courts located in Los Angeles County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts located in Los Angeles County, California.

17. Miscellaneous.  These Terms of Use constitute the entire agreement between you and Zugara and governs your use of the Website, superseding any prior version of these Terms of Use between you and Zugara with respect to the Website.  If any provision of these Terms of Use is held invalid, unlawful, void, or for any reason unenforceable, the remainder of these Terms of Use shall continue in full force and effect.  Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance.  To the extent that anything in or associated with the Website is in conflict or inconsistent with these Terms of Use, these Terms of Use shall take precedence.

Date Last Revised:  August 6, 2009