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Membership Agreement
Please read the Membership Agreement below and check the box to to acknowledge your acceptance of these terms.
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ZOOM AND GO LTD. MEMBERSHIP AGREEMENT Thanks for signing up as a Member of Zoom And Go, the web’s fastest-growing travel site - where you can feel like you’re traveling the world just by clicking on one or more of thousands of videos, photos, news reports and detailed hotel reviews! Please read the following Membership Agreement, which sets forth the terms and conditions of your Membership. As a condition of Membership, our very-serious lawyers tell us that all Members must accept this Agreement in its entirety; therefore, we encourage you to carefully review and familiarize yourself with it. In addition, a Member should review the Agreement from time to time for any important changes. The most current version of the Agreement will always be available on the site. Among other things, the Membership Agreement refers to: • Zoom And Go’s commitment to its Members, their privacy and the use of their images and reviews; • A Member’s commitment to provide honest information, truthful reviews and original images through just one Zoom And Go account per Member; and, • Zoom And Go’s ongoing management of the Zoom And Go Points Program and Member accounts. MEMBERSHIP TERMS AND CONDITIONS 1. General Zoom And Go Ltd. ("Zoom And Go") operates the Zoom And Go web site located on the Internet at the address: http://www.ZoomAndGo.com (the "Site"). Zoom And Go provides information services to travelers ("The Service") by collecting the following content primarily from content provider members ("Members") of the Site: a) Destination and accommodation photographs, videos and 360 panoramas / QuickTime Virtual Reality Images (QTVR) (collectively and individually, "Images") b) Reviews, news, comments, opinions and feedback about destinations and accommodations ("Reviews") Travelers can also make travel bookings ("Bookings") through the Zoom And Go Site. (All Images and Reviews and other data or information will be collectively referred to as the "Content") 2. Modification of the Membership Agreement Terms of Membership for the Site are governed under this Membership Agreement ("Agreement"), and any other posted procedures, guidelines or rules applicable to any individual service, program or offering on the Site, including the Zoom And Go Points Program. All such Terms of Use, procedures, guidelines and rules are hereby incorporated by reference in this Agreement. Zoom And Go reserves the right to change this Agreement and posted procedures, guidelines or rules under which the Membership is offered. A Member is responsible for regularly reviewing these terms and conditions and a Member’s continued use of the Site constitutes their agreement to all such terms, conditions, and notices. If you do not agree to this Agreement, please close this window and click the Back button to exit from the Member sign-up page 3. Opening an Account A potential Member ("Applicant") must completely and accurately fill out the New Member Profile page ("Member Profile") to become a Member. Once this page has been completed and the Terms and Conditions of this Agreement agreed to, the Applicant becomes a Member regardless of whether they’ve had any of their Content accepted and posted on the Site. 4. Personal Profile Members agree to promptly notify Zoom And Go of any change in the Member's address (mail or e-mail) or personal profile by updating his or her personal information on the Update Account Information page located in the "Your Account" section of the Site. A Member’s username and password are personal to a Member; a Member may not allow anyone else to use their password and they may not use anyone else's password. A Member is responsible for keeping their password secret and for any changes to it. A Member is responsible for taking appropriate precautions to keep this information from being revealed to others through viewing the information on their own personal computer. Zoom And Go will not be liable for losses that are incurred through the use of a Member’s password by a third party. A Member agrees to notify Zoom And Go promptly of any unauthorized use of their password, account, or any other suspected breach of security. 5. Member Restrictions To participate as a Member, a Member must be an individual and at least 13 years of age. Individuals aged 13 to 17 must obtain parental consent. For information on how to submit parental permission, please e-mail us at ParentalConsent@ZoomAndGo.com. Expressly excluded from eligibility of any Member contests or sweepstakes are employees, officers and directors of Zoom And Go, its affiliates, subsidiaries, advertising and promotion agencies, and sponsors, and the immediate family of such individuals and persons living in the same household. Members are limited to one Zoom And Go account, and must be identified as the authorized holder of the e-mail account for the e-mail address given during the registration process. If Zoom And Go discovers an individual with multiple accounts, Zoom And Go has the right to cancel all accounts assigned to that individual and any or all Zoom And Go Points accrued in those accounts. Membership is restricted to individuals residing where membership is not prohibited by law. Members are responsible for complying with local laws and regulations and Zoom And Go assumes no liability in this respect. Zoom And Go reserves the right to limit program enrolment at any time. Zoom And Go reserves the right to transfer or assign the Membership Agreement or portions of its rights hereunder to a subsidiary or other assignee. 6. Earning Income from Membership – Zoom And Go Points Members may earn Zoom And Go Points ("Points") by submitting Content to the Site. Zoom And Go reserves the sole right to decide whether to accept any submission of Content. If a Member’s Content is accepted, Zoom And Go displays the Content on its Site and/or sub-licenses such Content to others ("Licensee(s)"). Members will receive License Fees (in the form of Points) when their Images are licensed by a Licensee and these Points are convertible to cash and/or prizes. Members are also eligible for Points when they submit a Review for a given place-to-stay or when they perform various other tasks. For example, Members can earn Points for each night they stay at a hotel they’ve booked through Zoom And Go. The guidelines for earning Points on the Site and how Points can be converted into cash earned from licensing are detailed in the Zoom And Go Points Program document located in the Member Handbook Section of the Site Zoom And Go will calculate, record and provide a Member with their Points balance which is only accessible to a Member at their Account Summary page upon valid login with their unique e-mail address and password. If a Member disputes the balance in their account, they must contact Zoom And Go by e-mail and document the discrepancy. Zoom And Go will investigate the Member’s claim and, at Zoom And Go’s sole discretion, adjust the balance or otherwise respond within 60 days. Zoom And Go’s determination of any disputes regarding a Member’s account balance is final. A Member understands and agrees that Zoom And Go is not a bank or financial institution. Interest is never paid on any accrued Points in a Member’s account. Zoom And Go holds Points in a Member’s account and a Member may only exchange or redeem them according to the procedures described in this Agreement and in the Zoom And Go Points Program, and/or on the Site. A Member may assign or transfer their accrued Points or the right to redeem them only: (1) upon death; (2) as part of a domestic relations matter; or (3) otherwise by operation of law. Points promotions are void where prohibited or restricted by law. Zoom And Go Points may be redeemed only in accordance with the Zoom And Go Points Program document and as provided herein. A Member may request to redeem their Points by following the procedures on the Site, which include a request for their Username and password. If a Member fails to provide information verifying their identity, Zoom And Go may disallow and refuse to redeem some or all of their accrued Points. Members will be responsible for any local, state or federal or governmental taxes or duties arising from the cash income produced by exchanging Points for cash. Points will be subtracted from a Member's account once a check is sent, a reward is shipped or the selected transaction is otherwise completed. Once deducted, Zoom And Go Points will not be reinstated to a Member's account. The Account Summary page located in "Your Account" Section displays the number of Zoom And Go Points a Member has accrued that have not yet been redeemed. Zoom And Go may, in its sole discretion, establish minimum thresholds for the amount of accrued Zoom And Go Points a Member can redeem at a time. Permission from a parent or guardian is required in order for minors (who must be at least 13 years of age) to redeem Zoom And Go Points. Note that if a Member’s password has been compromised, someone may request a redemption on their behalf. Therefore, if a Member’s password has been compromised, they should contact Zoom And Go at once. Zoom And Go will not owe a Member any payments if it issues a redemption to someone who presents their Username and password, even if they did so fraudulently. However, it is fraudulent to try to redeem someone else's Points, and Zoom And Go intends to refer such cases to local authorities for legal action. 7. Sub-Licensing of Content A Member agrees that Zoom And Go may charge a fee, grant a sub-license (including through multiple tiers of sub-licensees) or assign its rights to others regarding the use of a Member’s Content. Where appropriate, Zoom And Go has the sole right to determine sub-license and other related fees. Zoom And Go can sub-license Images to a Licensee by either: a) Licensing an individual specific Image taken by a Member ("Individual Image License") OR b) Licensing a large number of Images which may or may not include all the Members’ Images on the Site ("General Image License"). Member names are only revealed publicly when a Member agrees to this. 8. Copyright in Content A Member retains all copyright, title and ownership rights to their Content submitted to Zoom And Go. Any sale and transfer of future rights, such as copyrights, by a Member shall require the approval of both a Member and Zoom And Go. 9. Rights Granted to Zoom And Go for License of Images By submitting Images to Zoom And Go and receiving an upfront payment through the Zoom And Go Points Program, a Member grants to Zoom And Go and its sub-licensees an exclusive, renewable, non-revocable, world-wide license (the "Image License") to: (a) Use, copy, display, sub-license its Images online or in any other form, medium or technology, now known or later developed in a commercial or non-commercial manner, and to permit others (including without limitation Zoom And Go co-brand partners and Sub-Licensees) to do the same. (b) Crop, resize, skew, edit, modify and correct such Images and create derivative works therefrom in any form or medium (c) All and any other similar images ("Similar Images") taken by the Member at approximately the same time or same place and having approximately the same composition so that they generally or specifically resemble those Images submitted by the Member and accepted by Zoom And Go. Rights to such Similar Images are also assigned to Zoom And Go in order to defend the exclusivity of the accepted Images and therefore retain their full value for licensing purposes. (d) Display any portion of their Images online or offline and permit others to do the same. The Zoom And Go Points Program, to the extent applicable, and whether or not a Member is eligible to participate, constitutes the Member’s only right to compensation for the Image License. 10. License Term for Images The length of the Image License (the "Image License Term" or the "Term of the Image License") shall be for a period of five (5) years and shall commence on the Commencement Date and shall continue for a period of five (5) years from the Commencement Date ("Expiry Date"). The Term of the Image License shall be automatically renewed for an additional five (5) year period on each of the subsequent five (5) year anniversary dates of the Commencement Date ("Anniversary Dates") if Zoom And Go chooses to pay into a Member’s account every five years the same amount that was paid to the Member upfront when their image was first accepted to the site. If a Member has been upgraded to Zoom And Go Pro Member status, they are eligible for certain benefits as explicitly outlined in the membership sign-up process, however all other aspects of a Pro Member’s agreement with Zoom And Go including the term for image licensing are as outlined in this Agreement. Please refer to Section 27 below ("Sale of Company") with respect to potential exceptional circumstances as they pertain to the Image License Term. 11. Zoom And Go’s Right to Terminate the Image License Zoom And Go reserves the right to revisit its acceptance decision at any time during the Term of the License and remove an Image from the Site, thereby terminating the Image License with a Member. This decision will usually occur after a more recent Image of the same location has been accepted to the Site. A Member will be entitled to receive any and all Points relating to the licensing of the Image until the time of termination provided that such termination was not a direct result of a Member acting in a fraudulent manner or otherwise contravening any of the terms of this Agreement. 12. Member Representations and Warranties: Images By submitting an Image, a Member represents and warrants that: a) They are providing Zoom And Go with an objective Image, representative of their experience as a traveler, and have nothing to gain financially or otherwise from either promoting or from saying negative things about an accommodation. b) They are not the owner of the accommodation that is the subject of such Images. c) They are not related to, or friends of, the owner(s) or employees of the accommodation that is the subject of such Images. d) They have not been, and will not be, compensated by the owner or employees of the accommodation, or anyone directly associated with the owner or employee for taking or submitting such the Image. e) They are not an employee of the owner(s) or company which owns the accommodation. f) The Images submitted are original works and have not been digitally altered such that they do not represent the true condition or nature of the accommodation in question. g) All so-called moral rights in the Image have been waived. h) They own all rights in such Images and the Images are the property of the Member. As such, a Member warrants that they have not falsified or deleted any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of the Image that is uploaded. i) They have received legal consent from each recognisable person in the Image and if required, will deliver to Zoom And Go, if required, all necessary model releases. j) The Image has not been gathered through any illegal means, and required permission to access non-public spaces has been given by the appropriate authorities. k) The Image delivered to Zoom And Go does not knowingly infringe on any copyright, trademark, intellectual property, right of privacy, or publicity and does not knowingly defame any third party. l) The Image is not inappropriate, profane, defamatory, obscene, indecent, child pornographic or harmful to minors, unlawful, or otherwise tortuous or criminal. m) The Image does not violate any applicable law or regulation. 13. Rights Granted to Zoom And Go for License of Reviews By submitting Reviews to Zoom And Go and being compensated for such Reviews, a Member grants to Zoom And Go a perpetual, exclusive use, non-revocable, world-wide license (the "Review License") to: a) Use, copy, display their Review(s) online or in any other form, medium or technology, now known or later developed, in a commercial or non-commercial manner and to permit others (including, without limitation, Zoom And Go co-brand partners and Sub-Licensees) to do the same. b) Display any portions of their Review(s) online or offline and permit others to do the same. A Member agrees that Zoom And Go may charge a fee, grant a sub-license (including through multiple tiers of sub-licensees) or assign its rights to others regarding the use of such Reviews. Where appropriate, Zoom And Go has the sole right to determine sub-license and other related fees. At times, Zoom And Go may choose to sub-license individual Reviews or an aggregation of Reviews for a nominal amount in order to further the overall goals of Zoom And Go, its Site, and/or its Members. Individual Members may choose whether to release their real name, or use a nickname, when completing a Review. Members may also choose whether they want to be contacted by a hotel or not. The Zoom And Go Points Program to the extent applicable, and whether or not a Member is eligible to participate, constitutes their only right to compensation for the Review License. 14. Member Representations and Warranties: Reviews By submitting a video or written Review of an accommodation, a Member represents and warrants that: a) They are providing Zoom And Go with a Review that is representative of their experience as a traveler, and have nothing to gain financially or otherwise from either promoting an accommodation or from saying negative things about an accommodation. b) They are not the owner of the accommodation that is the subject of such a Review. c) They are not an employee of the owner(s) or company which owns the accommodation. d) They are not related to, or friends of, the owner(s) or employees of the accommodation that is the subject of such a Review. e) They have not been, and will not be, compensated by the owner or employees of the accommodation, or anyone associated directly with the owner or employee. f) They stayed at the accommodation in question as a guest on the dates provided to Zoom And Go. 15. Use of Content for Marketing and Promotion A Member agrees that any Content being used by Zoom And Go for marketing or promotional purposes will survive the expiry of any Content license term. Zoom And Go will retain the non-exclusive rights to any Images or Reviews being used for such a purpose at the Expiry Date of any license term. 16. Suspension or Termination of Membership by Zoom And Go Zoom And Go reserves the right to suspend or terminate a Member’s account without any further obligation if: a) A Member has submitted Content for an accommodation for which they are: i) The owner ii) An employee iii) An employee of the owner(s) or of the company which owns the accommodation iv) Related to, or friends of the owner(s) b) A Member appears to be generating Content in a manner inconsistent with this Agreement or the intent of the Site or any portion thereof, or act in a manner inconsistent with applicable laws, statutes or ordinances or if a Member uses, or attempts to use, any part of the Site for other purposes including, but not limited to, tampering, hacking, spoofing, using robots or scripts, copying, distributing, modifying, or otherwise corrupting the administration, security, or proper function of any part of the Content or the Site. c) A Member uploads any inappropriate, profane, defamatory, obscene, indecent or unlawful Content. d) A Member upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or programs that may damage, detrimentally interfere with the operation of another's computer or property of another or surreptitiously intercept or expropriate any system, data or personal information. e) A Member has opened multiple accounts under different user names. (Only one Zoom And Go account is permitted per individual). f) A Member becomes deceased or declares personal bankruptcy. g) A Member fails to notify Zoom And Go of any changes in any of the required fields of their Member Profile. In the event of termination of an account(s) by Zoom And Go, all Points accumulated by a Member will be lost. Zoom And Go shall determine, in its sole discretion, all cases of suspected abuse or violation of its rules and any decision it makes relating to the termination of Membership shall be final and binding. If Zoom And Go determines or suspects, in its sole discretion, that a Member has engaged in prohibited behaviour under this Agreement, Zoom And Go may decide to do any or all of the following: (1) terminate or suspend a Member’s account, (2) disallow and refuse to redeem some or all of a Member’s accrued Points, and (3) refer a Member’s case to local authorities for legal action. Zoom And Go may delay payment to investigate if a Member has engaged in such conduct. Any decision Zoom And Go makes about the validity of a Member’s accrual of Points is final and binding on a Member. 17. Termination of Membership by a Member Membership may be cancelled at any time by sending an e-mail to membership@ZoomAndGo.com. However, all relevant sections of this Agreement will survive the termination of Membership, including rights granted with respect to Licenses for Content submitted to Zoom And Go, particularly those set out in Sections 9, 10, 13 and 15 above. All Points need to be redeemed prior to cancellation or Points are forfeited by the Member thereafter. Any Points remaining in the former Member’s account upon account termination or earned in the Member’s former account which may continue to generate License Fees with Zoom And Go, will either be retired or contributed to a charity of Zoom And Go’s choice. 18. Zoom And Go Storage of Content The Member agrees that Content submitted to Zoom And Go shall remain with Zoom And Go in digital format for the duration of any license agreement between Zoom And Go and the Member. If the license agreement between Zoom And Go and the Member is terminated at any point in keeping with the terms of this Agreement, Zoom And Go shall delete the Content from its database within 90 days but shall retain a perpetual non-exclusive right to use such Content in any of the instructional areas of the Site only, or if such Content is being used for any Marketing or Promotional purposes outlined in Section 15 above. 19. Use of Content by Members Members are free to use their Content offline in any non-commercial manner a Member chooses. A Member is also free to use their Content on their own personal web sites provided that they are not entering into any licensing of said Content to others. A Member who posts their Content online at a site other than the Zoom And Go Site or a Member’s personal web site must ensure that the Content is removed from the other site or sites in question prior to submission to Zoom And Go; dual posting is not permitted. If a Member desires other rights for their Content beyond those herein described, a Member may request permission at ContentRights@ZoomAndGo.com, which permission may be granted or withheld at Zoom And Go’s sole discretion on a case-by-case basis. 20. Use of Zoom And Go Logo A Member agrees that it shall not use the Zoom And Go logo which is available for download in the instructional areas of the Site for any purpose other than that for creating videos and 360 Panoramas/ QTVRs which are to be uploaded to the Zoom And Go Site. 21. Pursuit of Infringers of License If Zoom And Go identifies someone who is displaying a Member’s Content online in violation of this Agreement and Zoom And Go wishes to take action against the infringer, Zoom And Go may contact a Member to seek their help with the action. However, Zoom And Go may also directly enforce a Member’s ownership rights in the Content against the infringer, and a Member authorizes Zoom And Go to take any actions on their behalf that Zoom And Go reasonably deems necessary or appropriate to protect the parties' respective rights. If Zoom And Go decides to sue the infringer, (1) Zoom And Go may join a Member as a co-plaintiff to the action, and (2) any resulting damages or settlements attributable to online uses of their Content shall be solely Zoom And Go’s. 22. Collection and Submission Standards for Members In order for any accommodation Images of areas which are not accessible by non-guests to be acceptable for submission to Zoom And Go, a Member must have been a guest, had permission of a guest or employee or had the permission of the accommodation to take such accommodation Images. Otherwise, all Members, guest or non-guest, may take accommodation Images of the public areas of an accommodation which are accessible by both guests and non-guests and submit them to Zoom And Go. 23. Review Filtering Zoom And Go does not endorse or recommend any of the Reviews or ideas contributed by its Members. Zoom And Go may take any actions that it deems necessary or appropriate to minimize its liability from a Member’s Reviews or to preserve Zoom And Go’s relationships with its service providers (such as its Internet access providers). Zoom And Go also has the right at its discretion to apply reasonable edits, such as spelling corrections, grammatical improvements or deletion of potentially offensive language, which do not alter the intent of any written submissions. 24. Potential Share Offerings In the event that Zoom And Go should decide to offer shares to any Members, Zoom And Go will be required under securities laws in many cases to file a prospectus, registration statement or other offering document with the securities regulator of a Member’s jurisdiction of residence to qualify the issue of any share offering to the Member. Zoom And Go is currently a privately held corporation. Zoom And Go has not registered or otherwise qualified its securities for sale to the public in any jurisdiction and reserves full discretion as to if and when it may take any such action and as to which jurisdictions it will take such action. Zoom And Go shall be under no obligation to file a prospectus, registration statement or other offering document under any jurisdiction and a Member shall have no rights to acquire shares except in circumstance where Zoom And Go makes an offering to that Member. The information contained herein should by no means be considered a solicitation or offer to sell securities. Shares, if offered, will only be sold by prospectus or as otherwise permitted by law. The share opportunities described herein will apply only to residents of jurisdictions where permitted by law. Zoom And Go shall be in no way restricted by the Zoom And Go Points Program from issuing shares in its capital stock for financing purposes or as employee incentives at its discretion. 25. Contests and Sweepstakes Any contest, sweepstake, or share offering by Zoom And Go will only be valid in those jurisdictions where such activities are in compliance with the laws of a Member’s jurisdiction of residence. 26. Remedy for Non-Payment of License Fees Earned If a Member has not received payment within 60 days of redeeming Points in their account, a Member shall be entitled to receive accrued interest on their redeemed Points calculated at 5% per annum, compounded annually, as of the date of the redemption request. In order to be eligible for such interest payment, the Member must contact Zoom And Go in writing by e-mail to notify the company of such non-receipt in payment. Any interest accrued will be added to a Member’s account. 27. Special Circumstances –Sale of Company If Zoom And Go is ever wholly acquired, and Member Points need to be redeemed as part of the transaction, Members with Points would be given reasonable notification of the deadline for the redemption of those Points. If Zoom And Go is ever wholly acquired and the Acquiring Company requires that all Images transferred to it are on a perpetual licensing basis, with no ongoing license fees being paid to Members for Images after the acquisition, then compensation for the perpetual licensing of the entire image database will occur as follows – and in place of all other licensing arrangements outlined under the License sections above. In the case of an acquisition, if over one million (1,000,000) Member Images are in Zoom And Go’s database as of the acquisition’s closing then an amount equal to twenty percent (20%) of the projected net proceeds of the sale will be allocated to a pool of capital for distribution to Members (the "Member Distribution") in return for the perpetual rights (no period or term) to license their Images. Any such distribution amounts will be deducted as an expense from Zoom And Go’s accounts, before any distributions are made to Zoom And Go shareholders, as recognition of the value of Members’ contributions to the Site. Prior to Zoom And Go having collected at least one million (1,000,000) Images in its database, for every fifty-thousand (50,000) Images collected, one percent (1%) of the net proceeds of the sale will be allocated to a pool of capital for distribution to Members, up to a maximum pool of twenty per cent (20%) of the net proceeds of the sale as outlined above. The capital will be divided among Zoom And Go Members in proportion to the cumulative number of Points each Member has earned in their individual Member accounts since the beginning of their Membership. In performing such a calculation, all "bonus" Points in a Member’s account shall be included in the total of points earned and any previously redeemed points will be added back into the account total. In the event that Zoom And Go is acquired and the Acquiring Company continues to operate Zoom And Go as a going concern – consistent with its current operations and point payment system -- then a Member’s grant of license for Content will remain unchanged and will be transferred to the Acquiring Company. Licensing arrangements would continue as outlined in the License sections above – or as mutually agreed between Members and the Acquiring Company -- and the Member Distribution outlined above would NOT be made. 28. Disclaimer of Warranties Member expressly agrees that use of the Service and the Site is at the Member's sole risk. The Service and Site is provided on a strictly "as is" and "available" basis. ZOOM AND GO MAKES NO WARRANTY WITH REGARD TO ANY PRODUCTS, SERVICES OR REWARDS OBTAINED BY MEMBERS THROUGH THE SERVICE OR THROUGH SERVICE ADVERTISERS OR PARTNERS; THAT THE SERVICE WILL MEET MEMBER'S REQUIREMENTS; OR THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, OR ERROR FREE; NOR DOES ZOOM AND GO MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICE OR SITE. A Member understands and agrees that any material and/or data downloaded or otherwise obtained through or from the Service or Site is at their own discretion and risk, and that a Member will be solely responsible for any damage to their computer system or loss of data that results from the download of such material and/or data. Zoom And Go does not warrant or guarantee that such materials are free of viruses, worms, trojan horses or other destructive code. Zoom And Go expressly disclaims any and all express and implied warranties, including, but not limited to, the implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Zoom And Go shall not be liable or responsible for those guarantees, warranties and representations, if any, offered by advertisers, partners, vendors, manufacturers of merchandise or suppliers of services. No advice or information, whether written or oral, obtained by a Member from Zoom And Go or through the Service or Site shall create any warranty not expressly made herein. Notwithstanding these precautions, however, there are certain conditions that exist on the Internet generally which are outside Zoom And Go's control and could result in a breach of security. Accordingly, Zoom And Go cannot guarantee that a Member’s confidential information will be free from corruption or piracy. A Member hereby expressly waives any claim against Zoom And Go arising out of the loss of data through corruption, piracy, breach of security or for any other reason. 29. Limitation of Liability UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL ZOOM AND GO OR ITS PARENTS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES, DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL, RELATING TO THE PARTICIPATION OR INABILITY TO PARTICIPATE IN THE SERVICE OR SITE OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO BY MEANS OF THE SITE OR SERVICE, OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFIT, USE, DATA OR OTHER INTANGIBLES, EVEN IF ZOOM AND GO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. Although submissions are digital in format, Zoom And Go cannot accept liability for loss or damage of images while in their possession. Truly rare and irreplaceable "one of a kind" Images should only be provided to Zoom And Go in the form of appropriately labelled, reproduction quality duplicates. The Member hereby releases Zoom And Go from any liability to the Member, his/her heirs or assigns for any loss or damage to the images unless caused by Zoom And Go’s gross and wilful negligence. Zoom And Go is not responsible for damages or losses that result from participation or inability to participate in the Service or Site, or reliance on the use of information, services or merchandise provided on or through the Service or Site. Member acknowledges and agrees that Zoom And Go neither endorses the contents of the messages, nor assumes responsibility or liability for the accuracy of material contained therein, or any infringement of third party intellectual property rights arising there from, or any fraud or the crime facilitated thereby. Zoom And Go is not responsible, and assumes no liability for changes or discontinuances of service from providers, which may affect offers, or the accrual of Zoom And Go Points. In no event shall Zoom And Go's liability, either jointly or severally, exceed US$95. 30. Participation in Promotions of Advertisers, Partners and Vendors A Member's correspondence with or participation in promotions of advertisers, partners and vendors are solely between the corresponding Member and the advertiser, partner or vendor. Zoom And Go assumes no liability, obligation or responsibility for any part of any such correspondence or promotion. A Member is never required to release their personal account information to a sponsor or any third party; it is optional and strictly up to a Member. However, if a Member does release their personal information to a sponsor or other third party, Zoom And Go will not be responsible for any adverse consequences that may result there from. 31. Proprietary Rights to Content A Member acknowledges that the Service and Site content (including but not limited to text, sound, photographs, graphics or other material contained in any Service communication, sponsor advertisement or messages, whether by Zoom And Go or its advertisers, vendors or partners), service and software are protected by copyrights, trademarks, service marks, patents and/or other proprietary rights and laws; therefore, the Member is only permitted to use content, service or software expressly authorized by Zoom And Go, its advertisers, vendors and partners. 32. Indemnification Member agrees to indemnify and hold Zoom And Go, affiliates, officers, employees, directors and agents harmless from any claim, demand, expense or damage, including reasonable attorneys’ fees relating to the use of the Service or Site or violation of this Agreement. 33. Termination For Bankruptcy and Other Events All accumulated Points will be lost in any of the following events: a) the filing of a petition for Zoom And Go bankruptcy, which is not discharged within 60 days, whether voluntary or involuntary; b) an assignment of Zoom And Go assets is made for the benefit of creditors; c) a trustee or receiver is appointed to take charge of Zoom And Go business for any reason; d) Zoom And Go becomes insolvent; e) Zoom And Go ceases to do business or otherwise terminate substantially all of its business operations for a period of thirty (30) consecutive days. 34. Changes Zoom And Go reserves the right to change this Agreement, and/or any part thereof, at any time. The Member understands the most recent version of this Agreement will be located on the Zoom And Go Site. The Member’s non-termination or continued use of Service or Site constitutes an affirmative acknowledgment by the Member of any modification to this Agreement and consent to abide and be bound by any terms thereof. At any time, if the Member does not agree with the Agreement, the Member may terminate his or hers membership. Zoom And Go reserves the right to modify or discontinue the Service with or without notice to the Member. The Member understands and agrees that Zoom And Go shall not be liable to the Member or any third party should Zoom And Go exercise its right to modify or discontinue the Service. 35. Headings The headings used in this Agreement are included by convenience only and will not limit or otherwise affect this Agreement. 36. User Information Modification Policy Zoom And Go offers Members the ability to correct or change information collected during registration. Members who wish to change such information can do so in the My Account section of the Site. Members can learn more about how to update their profiles by reading the Member Handbook. 37. English Language It is the express wish of all parties that this Agreement and all documents, notices and other communications relating thereto be in English. 38. Communications With Zoom And Go If you have any questions, concerns or comments, Zoom And Go can be reached at the address, telephone number or e-mail address indicated under the Contact Us section of the Zoom And Go Site. 39. Foreign Laws and Regulations Foreign Members agree that some material, services or content may not comply with applicable local, state or national laws or regulations of the Member's country of residence, even if not expressly disclaimed or warned by Zoom And Go, and therefore agrees not to use, transmit, disseminate or upload any material, content, or use any services that violate Member's country or state of residence applicable laws and regulations by any means. Under nor circumstance shall Zoom And Go be deemed liable for delivering content or services which violate any jurisdiction other than Bermuda. 40. Privacy Zoom And Go Privacy Policy dictates and protects the use of the information a Member provides to Zoom And Go during registration and information collected in the course of your use of your Zoom And Go account. Members may view the Zoom And Go Privacy Policy posted on the web site. 41. Governing Law and Arbitration This Agreement is governed in all respects by the laws of Bermuda independent of country or origin or residence of Member. Any controversy or claim arising out of or relating to this Agreement or the Zoom And Go.com site shall be settled by binding arbitration in accordance with the commercial arbitration rules of Bermuda or as otherwise agreed by the Parties to the dispute. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in Hamilton, Bermuda, and judgement on the arbitration award may be entered into any court having jurisdiction thereof. The award of the arbitrator shall be final and binding upon the parties without appeal or review except as permitted by Bermuda law. Notwithstanding the foregoing, either party may seek any interim or preliminary relief from a court of competent jurisdiction in Hamilton, Bermuda as necessary to protect the party's rights or property pending the completion of arbitration. Nothing herein shall prevent Zoom And Go from commencing legal proceedings in any jurisdiction to enforce or protect its intellectual property or other rights 42. Entire Agreement This Agreement (and any addenda or statements expressly incorporated into this Agreement) constitutes the entire agreement, and supersedes the provisions of any other agreements or understandings (oral or written), between the parties with respect to the subject matter of such documents. In the event of any conflict between the terms of this Agreement and an addendum, the provisions of the addendum shall control. 43. Program Cessation Zoom And Go may terminate the Points Program or any specific component of the Program at any time for any reason by notifying a Member by e-mail, posting notice on your account page or otherwise. If the overall Program is terminated, a Member will have 60 days from the date of such notice to redeem any then-existing Points in your account pursuant to the terms of this Agreement. 44. General Members shall comply with all laws and regulations applicable to your access and use of the Site and your publication of your Content. If any portion of this Agreement is deemed unenforceable, that portion shall be enforced to the maximum extent possible and the remaining portions of the Agreement shall be given full effect. Zoom And Go’s failure to act in a particular circumstance does not waive the ability to act with respect to that circumstance or similar circumstances. Zoom And Go shall be excused for any failure to perform to the extent that its performance is prevented by any reason outside of its control. No agency, partnership, joint venture, employment or franchise relationship is intended or created by this Agreement. Zoom And Go may change, remove, or require registration or payment to continue use of, any aspect of the Site and service at any time without further notice to a Member. Zoom And Go’s suppliers and co-brand partners are third-party beneficiaries of this Agreement.