ZEDSBRAIN.COM, LLC Terms and Conditions

Terms and Conditions
Last updated on August 31, 2010

The following Terms and Conditions of Use (the “Terms”) apply to the use of the Zedsbrain.com, LLC (the “Services”) and Zedsbrain.com, LLC website (the “Website”), which is owned and operated by zedsbrain.com, LLC

1. Visitors.

Any person accessing, browsing or otherwise using the Website, shall be deemed a “Visitor” and is bound by these Terms and the Privacy Policy. If you do not agree to be bound by the Terms, or if you do not comply with the Terms, you may not use the Website. All Visitors have access to the Website.

2. Eligibility.

By using the Website you represent and warrant that you have the right, authority, and capacity to enter into this agreement with Zedsbrain.com, LLC (the “Agreement”) on the conditions as set forth in these Terms.

3. Use of the Website.

You may not copy or distribute any portion of the Website for any purpose. Zedsbrain.com, LLC does not control the Content (linked, or otherwise) by third parties and does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will Zedsbrain.com, LLC be liable in any way for any Content, including any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of your use of, or reliance on, any Content. You are responsible for complying with all laws applicable to the Content you submit via the Website.

4. User and Visitor Restrictions.

You agree that you shall not, nor will you enable and/or allow third parties – to: (i) copy, modify, translate, or reverse engineer any portion of the Website; (ii) remove any copyright, trademark or other proprietary rights notices on the Website or on any material accessed via the Website; (iii) use any robot, spider, other automated device, or manual process to monitor or copy the Website or parts thereof; (iv) collect any information about other Users or Visitors (including user names and/or email addresses); (v) reformat or frame any portion of the web pages that are part of the Website, (vi) create user accounts by automated means or under false or fraudulent pretenses; (vii) create or transmit unwanted electronic communications such as “spam” to other Users or Visitors, or otherwise interfere with other Users or Visitors’ enjoyment of the Website; (viii) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature; (ix) use the Website to violate the security of any computer network, crack passwords or security encryption codes, upload, transfer or store illegal material including material that can be deemed threatening or obscene; (x) copy or store any Content offered on the Website for other than your own use, unless it is your own content; (xi) use any device, software or routine that interferes with the proper working of the Website, or otherwise attempt to interfere with the proper working of the Website; (xii) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure; (xiii) use the Website, intentionally or unintentionally, to violate any applicable local, state, national or international law; or (xiv) collect or store personal data about other Users or Visitors, unless such data is provided by Zedsbrain.com, LLC. Zedsbrain.com, LLC may impose limits on certain features or services or restrict your access to parts or all of the Website, without notice.

5. Changes to the Agreement or the Website.

You agree and understand that the Terms and the Website may be modified by Zedsbrain.com, LLC at any time without prior notice, and such modifications will be effective upon Zedsbrain.com, LLC posting of the new terms and/or upon implementation of the new changes on the Website. It is the sole responsibility of the Users and Visitors to review the Terms periodically to become familiar with any modifications. Your continued use of the Website after any modifications indicates your acceptance of the modified Terms.

6. Ownership.

Content and other elements comprising the Website may be works protected by copyright. You acknowledge that any underlying technology or software used in connection with the Website contains Zedsbrain.com, LLC proprietary information. You may not modify, reproduce, distribute, create derivative works of, publicly display or in any way exploit, any of the software, and/or materials available on the Website in whole or in part except as expressly provided in the by the owner of that content or software.

7. Disclaimer of Warranties.

THE WEBSITE, INCLUDING ALL CONTENT, SOFTWARE, FUNCTIONS, MATERIALS, SERVICES, AND INFORMATION AVAILABLE ON OR ACCESSED BY MEANS THEREOF, IS PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, Zedsbrain.com, LLC MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER FOR (1) THE CURRENCY, ACCURACY, OR COMPLETENESS OF ANY INFORMATION AVAILABLE BY MEANS OF THE WEBSITE, (2) FOR ANY INFORMATION PROVIDED BY THIRD PARTIES AND ACCESSIBLE ON OR THROUGH THE WEBSITE, (3) FOR ANY “VIRUSES” OR MALICIOUS COMPUTER CODE TRANSMITTED ON OR THROUGH THE WEBSITE, OR (4) FOR ANY BREACH OF SECURITY OR UNAUTHORIZED ACCESS TO THE WEBSITE OR YOUR INFORMATION. Zedsbrain.com, LLC DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. Zedsbrain.com, LLC DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WEBSITE OR ANY SERVICES OR CONTENT THEREIN WILL BE UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WEBSITE, THE SERVER ON WHICH IT IS MADE AVAILABLE, OR ANY CONNECTED SYSTEM IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Zedsbrain.com, LLC IS NOT RESPONSIBLE FOR THE CONDUCT OF ANY USER OR VISITOR OF THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY ANY USER OR VISITOR OF THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

8. Limitation of Liability.

USE OF THE WEBSITE AND OUR SERVICES IS AT YOUR OWN RISK. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING, UPLOADING, USE OF, OR ACCESS TO DATA, FILES, INFORMATION, CONTENT, OR OTHER MATERIAL (INCLUDING WITHOUT LIMITATION SOFTWARE) ON OR THROUGH THE WEBSITE AND OUR SERVICES. EXCEPT TO THE EXTENT THAT LIABILITY UNDER ANY APPLICABLE LAW OR REGULATION CANNOT BE EXCLUDED, Zedsbrain.com, LLC IS NOT LIABLE FOR LOSS OR DAMAGE OF ANY KIND WHATSOEVER ARISING AS A RESULT OF (1) INFORMATION EXPRESSLY OR IMPLIEDLY PUBLISHED ON THE WEBSITE, OR (2) ANY ERRORS IN OR OMISSIONS FROM THIS WEBSITE. UNDER NO CIRCUMSTANCES SHALL Zedsbrain.com, LLC BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEBSITE AND OR SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE FORESEEABLE.

9. Indemnity.

You agree to indemnify, defend, and hold Zedsbrain.com, LLC, its parents, subsidiaries, affiliates, officers and employees, harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access to, and/or use of, the Website and our Services, (ii) the violation of these Terms by you, or (iii) the infringement by you, or any third party using your account or user name or password, of any intellectual property or other right of any person or entity.

10. Miscellaneous.

All notices hereunder shall be given in writing to Zedsbrain.com, LLC, P.O. Box 1896, Wilmington, DE 19899 or to such other address as Zedsbrain.com, LLC may request. Neither this Agreement nor any portion hereof shall be assigned, sub-licensed or otherwise (including by operation of law) transferred by Users or Visitors without Zedsbrain.com, LLC’s prior written consent. Failure of Zedsbrain.com, LLC to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. This Agreement contains the entire agreement between the parties hereto with respect to the matters contained herein. If any term or provision of this Agreement or any application thereof shall be invalid, illegal or unenforceable, the remainder of this Agreement and any other application thereof shall not be affected thereby. This Agreement shall be governed by and construed in accordance with the laws of the United States if you are located outside the United States, and in accordance with the laws of the State of Delaware if you are located within the United States, in both cases without regard to conflict of law principles thereof. The exclusive forum for any disputes arising out of or related to this Agreement shall be an appropriate Federal court situated in New Castle County in the State of Delaware.