IMPORTANT – READ CAREFULLY. YOUR USE OF ANY DOWNLOADABLE SOFTWARE PRODUCTS, FEATURES OR SERVICES AVAILABLE ON OR THROUGH THE ZORA’S HOUSE WEBSITE IS CONDITIONED UPON YOUR COMPLIANCE WITH, AND ACCEPTANCE OF, THE FOLLOWING AGREEMENT. YOU ACKNOWLEDGE AND AGREE THAT BY CLICKING ON THE ACCEPT BUTTON OR SIMILAR BUTTONS OR LINKS AS MAY BE DESIGNATED BY ZORA’S HOUSE TO SHOW THESE TERMS AND/OR TO INSTALL THE SOFTWARE, YOU ARE ENTERING INTO A LEGALLY BINDING CONTRACT. YOU WILL NOT BE PERMITTED TO USE THE SOFTWARE AND THE ASSOCIATED ZORA’S HOUSE SERVICES UNLESS AND UNTIL YOU ACCEPT THIS AGREEMENT AND ANY OTHER RULES OR POLICIES THAT ZORA’S HOUSE MAY CREATE AND MAKE AVAILABLE ON THIS WEBSITE FROM TIME TO TIME.
You represent and warrant that you are authorized to enter into this Agreement on behalf of yourself and/or the entity that you purport to represent and you agree your registration data is current, complete, and accurate. This Agreement will commence on the date that you complete the installation of the Software (the “Effective Date”).
1. DEFINITIONS.
1.1 “Content” means (i) any work of authorship on the Zora’s House platform, including, comments, recommendations, forums, photos, videos, music, sounds, images, text, files, listings, logos, trademarks, postings, messages, tags and other content added to or submitted with any of the foregoing; or (ii) other materials posted on or transmitted through the Zora’s House Platform.
1.2 “Data” means all data collected on the Zora’s House Platform and includes registration information (including the Internet protocol (IP) address used by a Member at the time of registration), profile data, answers to profile questions, all Content and other information contributed by Members, and statistical information and analytics relating to usage and interactions within the Zora’s House platform.
1.3 “Zora’s House Products” are the related services offered by Zora’s House Inc for a fee.
1.4 “Zora’s House Technology” means the past, present and future content of the Zora’s House Platform, including all software in any format (including the Platform Code and Network Code), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, themes, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the Zora’s House Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the Zora’s House Platform and the Zora’s House Platform itself, including, the selection, sequence, and “look and feel” and arrangement of items on the Zora’s House Platform, and all Zora’s House Marks (as defined below), domain names, patents, and other intellectual property.
1.5 “Users” are all end users of the Zora’s House Platform, and include Members, Administrators, Third Party Application Developers, and any unregistered users or browsers.
1.6 “Website” means the Zora’s House website, currently located at https://members.zorashouse.com
2. DELIVERY OF SOFTWARE. You will download and install the Software from the Website as specified by Zora’s House. During the term, Zora’s House may, in its sole discretion, notify you that it has released an updated version of the Software (the “Updated Software”). Upon your receipt of such notification, you agree to download the Updated Software and to use the Updated Software instead of the prior version. Any Updated Software will also be considered “Software” for purposes of this Agreement.
3. LICENSE. Zora’s House hereby grants to you a royalty-free, nonexclusive, non-transferable internal use license under copyright to use, display, execute, and perform the Software during the term of this Agreement for the sole purpose of creating… a profile, authoring content, and interacting on pursuant to this Agreement. You agree that you will not (a) reproduce, modify, distribute, transfer, disclose, or make available to any third party any portion of the Software (or any related user manuals, documentation, screenshots or prints) in any form; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Software; or (c) publish any performance or benchmark tests or analyses relating to the Software or the use thereof. Notwithstanding the foregoing, decompiling the Software is permitted to the extent the laws of the jurisdiction where you are located give you the right to do so to obtain information necessary to render the Software interoperable with other software; provided, however, that you must first request such information from Zora’s House and Zora’s House may, in its discretion, either provide such information to you or impose reasonable conditions, including reasonable fees, on such use of the Software to ensure that Zora’s House’s proprietary rights in the Software are protected.
4. USER CONTENT.
4.1 Content Restrictions. You represent that the Content that you provide to Zora’s House shall not contain any material (a) protected by copyright, trademark, trade secret, patent or any other intellectual property right without authorization, or (b) that is defamatory, trade libelous, unlawfully threatening or harassing, pornographic, obscene or harmful to minors, or (c) that violates any law or regulation, including without limitation, the laws and regulations governing export control, unfair competition, anti-discrimination, or false advertising, or (d) that contains any computer viruses, worms or any other software intended to damage or alter a computer system or data.
4.1 Content Regulation and Removal. Zora’s House reserves the right to remove any Content that it determines in its sole discretion breaches any of the representations and warranties and covenants set forth above. Users may also block abusive users or alert administrators of objectionable content via the app interface or by emailing Zora’s House staff using the email identified on The Website. Zora’s House administrators will act on objectionable content reports within 24 hours by removing the content and/or ejecting the user who provided the offending content. Users agree to indemnify and hold Zora’s House and its subsidiaries, affiliates, officers, employees, suppliers, service providers and Partner Companies harmless for any claims, losses, liabilities and expenses arising out of or relating to any breach of this section.
5. SUBMISSIONS. You acknowledge that Zora’s House has no obligation to review the Content that you provide, but that Zora’s House reserves the right to (a) withhold, remove and/or discard User Content in accordance with its then-current User Content Policies and Terms and Conditions, as posted on the Website.
6. USER CONTENT AND DATA OWNERSHIP. You own all of Your Content and other information that you upload to the Zora’s House Platform. After posting Your Content, subject to the licenses granted herein, you continue to retain any ownership rights you have to Your Content, and you continue to have the right to use and license Your Content in any legally permissible way you choose. The Content that you upload to the Zora’s House Network needs to comply with the terms of this Agreement. At any point, you can remove Your Content from the Zora’s House Platform and cancel your account and Zora’s House does not retain any license rights.
You hereby grant Zora’s House, during the course of your usage of the Zora’s House Platform, a nonexclusive, worldwide, royalty-free, and transferable right and license to (i) use, access, store, cache, publicly perform and publicly display Your Content (a) for the purpose of operating and making Your Content available on the Zora’s House Platform and in all current and future media in which the Zora’s House Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes so that we may derive metrics and analytics relating to Your Content and Data; and (ii) disclose any such metrics and analytics regarding Your Content and Data for marketing and business development purposes. This license will terminate at the time you remove Your Content from the Zora’s House Platform. Without limiting the foregoing, you agree that Content you remove may persist for a reasonable amount of time in back-up copies (but these copies will not be available to others).
7. LISCENSES FROM ZORA’S HOUSE.
7.1 License to Zora’s House Platform. During and subject to the terms and conditions of this Agreement, Zora’s House hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable license to access and use the Zora’s House Platform solely to enable your use on the Zora’s House Platform. You agree that, as between you and Zora’s House, all the intellectual property rights in the Zora’s House Technology are owned by Zora’s House or its licensors.
7.2 License Restrictions. Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to:
- Run, rent, lease, loan, or sell access to the Zora’s House Platform or the Zora’s House Technology.
- Decompile or reverse engineer or attempt to access the source code of the software underlying the Zora’s House Platform or Zora’s House Technology.
- Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any Zora’s House Technology.
- Access the Zora’s House Platform to build a product using similar ideas, features, functions, interface or graphics of the Zora’s House Platform.
- Access (or attempt to access) any service on the Zora’s House Platform by any means other than as permitted in these Terms of Service.
- Circumvent, disable or otherwise interfere with security related features of the Zora’s House Platform or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the Zora’s House Platform or the Content and Third Party Content therein.
- Access the Zora’s House Platform to upload Your Code or Your Content to cause a breach of security to the Zora’s House Platform or interfere with the proper working of the Zora’s House Platform or prevent others from using the Zora’s House Platform.
- Delete the copyright and other proprietary rights notices on the Zora’s House Platform.
8. ZORA’S HOUSE PRODUCT PLANS AND PAYMENTS. As a Zora’s House user, you have the option purchase a Zora’s House Membership. The categories and prices of the currently applicable Zora’s House Product Plans are described here, which we refer to as “Zora’s House Membership”, and are separate but related services governed by terms and conditions found here.
9. TERMINATION. This Agreement and the licenses granted hereunder shall terminate immediately if you breach any term or condition hereof. In the event of a termination of this Agreement, (a) those sections that by their nature are intended by the parties to survive shall survive and continue in effect to the extent necessary to protect the rights of the parties, including but not limited to Sections 6, 7, 8, 9, 10, 11, 12, and 13, and (b) you shall cease all use of the Software.
10. DISCLAIMER OF WARRANTIES. YOU ACKNOWLEDGE THAT THE SOFTWARE PROVIDED MAY CONTAIN BUGS AND ERRORS. THE SOFTWARE PROVIDED TO YOU “AS IS” AND ANY USE OF THE SOFTWARE IS AT YOUR OWN RISK. TO THE EXTENT LEGALLY PERMITTED UNDER THE APPLICABLE LAW, ZORA’S HOUSE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
11. LIMITATION OF LIABILITY. YOU AGREE THAT TO THE EXTENT LEGALLY PERMITTED UNDER THE APPLICABLE LAW, ZORA’S HOUSE SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOU, YOUR CUSTOMERS OR THIRD PARTIES CAUSED BY FAILURE OF THE SOFTWARE TO FUNCTION. IN NO EVENT WILL ZORA’S HOUSE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, COST OF SUBSTITUTE GOODS, LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE USE OF THE SOFTWARE OR IN CONNECTION WITH ANY OTHER CLAIM ARISING FROM THIS AGREEMENT, EVEN IF ZORA’S HOUSE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF ZORA’S HOUSE ARISING FROM OR RELATING TO THIS AGREEMENT AND THE SOFTWARE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD OR OTHER LEGAL THEORY) IS LIMITED TO THE AMOUNTS PAID BY YOU TO ZORA’S HOUSE DURING THE SIX MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY. NOTHING IN THIS AGREEMENT SHALL LIMIT OR EXCLUDE Zora’s House’s LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF ZORA’S HOUSE OR ITS AGENTS OR EMPLOYEES, OR FOR DEATH OR PERSONAL INJURY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
12. CONFIDENTIALITY. Zora’s House considers the Software and any technical information, evaluation or reports supplied to you to be proprietary, and you agree to treat the Software as confidential material in a manner no less protective than you use to protect your own similar assets, but in no event will you use less than reasonable care to protect the Software. Except as provided herein, you agree not to permit any third-party access to the Software, nor to any materials generated by Zora’s House or you regarding the Software without Zora’s House’s advance written approval.
13. GENERAL PROVISIONS.
13.1 Feedback. In the event that you provide Company with feedback regarding the use, operation or functionality of the Software (“Feedback”), including but not limited to information about operating results, known or suspected bugs, errors or compatibility problems, or desired features, you hereby assign to Zora’s House all rights in the Feedback and agree that Zora’s House shall have the right to use the Feedback and related information in any manner it deems appropriate.
13.2 Governing Law, Venue and Arbitration. This Agreement shall be governed by the laws of the State of Ohio without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You and Zora’s House agree to submit to the jurisdiction of, and agree that venue is proper in, the state courts located in Columbus, Ohio (USA) and the federal courts located in the Central District of Ohio (USA) in such legal action or proceeding. The application of the United Nations Convention on the International Sale of Goods is hereby expressly excluded. Any claim or dispute (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement where the total amount of the award sought is less than five thousand U.S. Dollars (US$ 5,000.00) may be resolved in a cost effective manner through binding non-appearance-based arbitration, at the option of the party seeking relief. Such arbitration shall be initiated through an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section and under the rules of such ADR Provider, except to the extent such rules are in conflict with this Agreement. The party demanding arbitration will propose an ADR Provider and the other party shall not unreasonably withhold consent to use such ADR Provider. The ADR Provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; b) all arbitration proceedings shall be held in English; c) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and d) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs (including attorney fees) and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the ADR Provider. You acknowledge that any breach of this Agreement by you would cause irreparable injury to Zora’s House for which monetary damages would not be an adequate remedy and, therefore, Zora’s House will be entitled to seek injunctive relief (including specific performance) in any court of competent jurisdiction.
13.3 Severability; Language. If any provision of this Agreement is found to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives to the greatest extent possible under any applicable law and the remaining provisions will continue in full force and effect. The parties of this Agreement have expressly required that the present Agreement be drawn up in the English language.
13.4 No Assignment. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Zora’s House’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.
13.5 Export. You agree not to export, directly or indirectly, the Software, any U.S. technical data acquired from Zora’s House, or any products utilizing such data to countries outside the United States, which export may be in violation of the United States export laws or regulations.
13.6 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
13.7 Entire Agreement. This Agreement including the Zora’s House Terms and Conditions and the Privacy Policy, which are hereby incorporated by reference, is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in writing and signed by the party to be charged (which, in the case of the Zora’s House, shall require the signature of a duly authorized officer of the Zora’s House).
12. International Provisions. The following provisions shall apply only if you are located in the countries listed below.
12.1 United Kingdom. A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement, but this does not affect any right or remedy of such third party which exists or is available apart from that Act.
12.2 Germany. Notwithstanding anything contrary in Section 9, Zora’s House is also not liable for acts of simple negligence (unless they cause injuries to or death of any person), except when they are caused by a breach of any substantial contractual obligations (vertragswesentliche Pflichten).