Terms of service

Terms of service

​ Welcome to Zaoshu Corporation (“ Zaoshu ,” “ we ,” “ our ,” or “ us “). These Terms of Service govern your use of this website and the software and services made available here (collectively, the “ Service “). To access the Service, users must at all times agree to and abide by these Terms of Service. The Service allows you to submit, store, and access certain business data and other information related to you, your customers, or your business (collectively, “ User Data “).

 This Terms of Service for the Service is a legal contract between you, either an individual subscriber, customer, member, or user of at least 18 years of age or a single company, organization, or entity (“ you ” or, collectively with other users, “ Users “) and Zaoshu regarding your use of the Service. Zaoshu may have different roles with respect to different types of Users, and “ you ” as used in these Terms will apply to the appropriate type of User under the circumstances.

 By registering for and/or accessing, browsing, using or subscribing to the Service, or by clicking “I Agree,” or otherwise affirmatively manifesting your intent to be bound by these Terms of Service, you signify that you have read, understood, and agree to be bound by the following terms, including any additional guidelines (collectively, the “ Terms “), and to the collection and use of your User Data as set forth in the Zaoshu Privacy Policy.

 If you are using or opening an account with Zaoshu on behalf of a company, entity, or organization (collectively, the “ Subscribing Organization “) then you represent and warrant that you:

  (1) are an authorized representative of that entity with the authority to bind such entity to these Terms

  (2) have read these Terms

  (3) understand these Terms

  (4) agree to these Terms on behalf of such Subscribing Organization

 Please read these Terms carefully to ensure that you understand each provision. This Agreement contains a mandatory individual arbitration and class action/jury trial waiver provision that requires the use of arbitration on an individual basis to resolve disputes, rather than jury trials or class actions.

1.License Grant

 Subject to the terms and conditions of these Terms, Zaoshu hereby grants to you a limited, personal, non-transferable license to use the Service in the manner contemplated by these Terms solely for your internal business purposes. Users shall have no right to sub-license or resell the Service or any component thereof.

2.Consent to List as Customer

 By using the Service, you hereby grant, and represent and warrant that you have all rights necessary to grant, Zaoshu the right to include you and/or your Subscribing Organization as a customer or client of Zaoshu.

3.Eligibility & Termination

 Zaoshu may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect, or feature of the Service) for any reason or no reason, at any time in its sole discretion, with or without notice.You agree that Zaoshu, in its sole discretion and for any or no reason, may terminate any account (or any part thereof) you may have with Zaoshu. In addition, Zaoshu reserves the right to discontinue any aspect of the Service at any time, including the right to discontinue the display of any User Data. You agree that any termination of your access to the Service or any account you may have or portion thereof may be affected without prior notice, and you agree that Zaoshu will not be liable to you or any third-party for such termination. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Service may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Zaoshu may have at law or in equity.

4.Account Activity Responsibility

(1) User Accounts

  In order to use certain aspects of the Service, you will have to register for the Service and create an account (“ User Account “). When creating your account for the Service, you agree to provide true, accurate, current, and complete information. You further agree to maintain and update your personal information as needed to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your ID, password, or any credit, debit or charge card number), you agree to immediately notify Zaoshu. You may be liable for the losses incurred by Zaoshu or others due to any unauthorized use of your User Account. You may not establish more than one User Account for the same entity without Zaoshu’s written consent.

(2) System Access

  You may choose to allow Zaoshu to automatically retrieve data from your system(s) or third-party systems or services or Third Party Sites (as defined below) on your behalf and/or you may use Zaoshu Service to do so, at your direction. You hereby represent and warrant that you have the permission, authority, and rights to use Zaoshu Service to access and/or to allow Zaoshu to automatically access such system(s) and services and Third Party Sites and you hereby grant Zaoshu permission to access such system(s) and services and Third Party Sites and retrieve User Data therefrom by indicating the same within your User Account. You hereby represent and warrant that your use of the Service will not violate any terms of service, agreement, privacy policy, or any express or implied communication, request or demand from any third party. Zaoshu disclaims any and all liability associated with accessing and retrieving User Data from such system(s) and services and Third Party Sites on your or your Subscribing Organization’s behalf. You are solely responsible for maintaining the confidentiality of information you provide that is necessary to access or retrieve data from your system(s) or third-party systems or services or Third Party Sites, including but not limited to any account ID, user name, password, ID, password, or any credit, debit or charge card number. In order to connect the Service with or to use the Service to access or retrieve data from any third-party system, services or Third Party Sites, you hereby agree that such connection, access or retrieval shall be done at your sole direction and control and/or you designate Zaoshu as your agent and attorney-in-fact in connection with such system, services or Third Party Sites, and further authorize the Service and/or Zaoshu to:

   (a) store your User Data relating to such system, services or Third Party Sites

   (b) access such system, services or Third Party Sites using User Data you provide us

   (c) use any materials you provide us in order to provide you the Service

   (d) gather and export from such system, services or Third Party Sites any User Data reasonably necessary for us to provide the Service to you

   (e) take any action in connection with such system, services or Third Party Sites as is reasonably necessary for us to provide the Service to you

  You agree that those third-party system or service providers or Third Party Sites are entitled to rely on the foregoing authorization, agency, and power of attorney granted by you. IF AT ANY TIME YOU DO NOT HAVE THE RIGHT AND AUTHORITY TO ACCESS, RETRIEVE DATA OR CONNECT TO OR TO ALLOW ZAOSHU TO AUTOMATICALLY ACCESS, RETRIEVE DATA OR CONNECT TO SUCH SYSTEM(S), SERVICE(S) OR THIRD PARTY SITES, THEN YOU HEREBY AGREE TO IMMEDIATELY DISABLE SUCH FUNCTIONALITY WITHIN YOUR USER ACCOUNT.

(3) Account Information

  You acknowledge and agree that Zaoshu may access, preserve and disclose your account information and related contents if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:

   (a) comply with legal process

   (b) enforce these Terms

   (c) respond to claims that any User Data violates the rights of third parties

   (d) respond to your requests for customer service

   (e) protect the rights, property or personal safety of Zaoshu, its users, or the public

5.Payment Terms

 (1) You are responsible for all charges incurred under your account made by you or anyone who uses your account (including your employees, co-workers, colleagues, team-members, etc.). You are also responsible for paying any governmental taxes imposed on your use of the Service, including, but not limited to, sales, use, or value-added taxes.

 (2) Zaoshu reserves the right to change the amount of, or basis for determining, any fees or charges for the Service we provide, and to institute new fees, charges, or terms effective upon prior notice to our Users. You will receive notice of any fee change. Any changes to fees will apply only on a prospective basis. If you do not agree to any such changes to fees, charges, or terms, your sole remedy is to cancel your subscription. Fees paid for any subscription term are paid in advance and are not refundable in whole or in part.

6.User Data

 When using the Service, including uploading or making available any User Data, you agree not to:

  (a) Upload or transmit via the Service pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content

  (b) Use the Service for any purpose that is unlawful or is otherwise prohibited by these Terms

  (c) Use the Service in any manner that in our sole discretion could damage, disable, overburden, or impair the Service

  (d) Use the Service to access, connect to or retrieve data from any third party system or services or Third Party Sites which are subject to terms of service prohibiting your manner of access to, connection to or retrieval of data from the system, service or site using the Service

  (e) Use the Service in violation of any terms of service, agreement, privacy policy, or any express or implied communication, request or demand from any third party, or to access, connect to or retrieve data from any third party system or service or Third Party Sites without authorization or in excess of authorization

  (f) Use the Service in any manner that infringes any copyright or other intellectual property, proprietary or moral right, or use the Service to circumvent any technological protection measure that controls access to or copying of copyrighted content

  (g) Attempt to gain unauthorized access to the Service, or any part of them, other User Accounts, computer systems or networks connected to the Service, or any part of them, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Service or any activities conducted on the Service

  (h) Modify the Service in any manner or form, or use modified versions of the Service, including but not limited to for the purpose of obtaining unauthorized access to the Service

  (i) Use any robot, spider, scraper, or other automated means to access the Service for any purpose without our express written permission, or bypass any measures we may use to prevent or restrict access to the Service

  (j) Impersonate another person or access another User’s User Account without that User’s permission or to violate any contractual or fiduciary relationships

  (k) Share Zaoshu-issued passwords with any third party or encourage any other User to do so

  (l) Misrepresent the source, identity, or content of User Data

  (m) Modify, adapt, translate or create derivative works based upon the Service

  (n) Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Service, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation

  (o) Rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Service to any third party; provide time sharing or similar services for any third party; or use the Service for any purpose other than your own internal business use

  (p) Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Service, features that prevent or restrict use or copying of any content accessible through the Service or Service, or features that enforce limitations on use of the Service including, without limitation, creating multiple accounts in order to circumvent query limits or other restrictions based on your account type

  (q) Access the Service if you are a direct competitor of Zaoshu, except with Zaoshu’s prior written consent, or for any other competitive purposes

  (r) Collect or harvest any personally identifiable information, including account names, from the Service

(1) Use of User Data

  By submitting User Data to Zaoshu, you hereby grant, and represent and warrant that you have all rights necessary to grant, all rights and licenses to the User Data required for Zaoshu and its subcontractors and service providers to provide the Service. Zaoshu shall have no right to sublicense or resell User Data, except however, that you agree that Zaoshu may collect, analyze, and use data derived from User Data, which may include Personal Data and/or information collected from or about an individual but which does not identify the individual personally, as well as data about you, and other Users’ access and use of the Service, for purposes of operating, analyzing, improving, or marketing the Service and any related services. If Zaoshu shares or publicly discloses information (e.g., in marketing materials, or in application development) that is derived from User Data, such data will be aggregated or anonymized to reasonably avoid identification of a specific individual or the User. By way of example and not limitation, Zaoshu may:

   (a) track the number of users on an anonymized aggregate basis as part of Zaoshu’s marketing efforts to publicize the total number of Users of the Service

   (b) analyze aggregated usage patterns for product development efforts

   (c) use anonymous data derived from User Data in a form which may not reasonably identify either a particular individual or the User to develop further analytic frameworks and application tools. You further agree that Zaoshu will have the right, both during and after the term of these Terms, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized, aggregated data

(2) Your Responsibilities for User Data

  In connection with User Data, you hereby represent, warrant, and agree that:

   (a) you have obtained the User Data lawfully, and the User Data does not and will not violate any applicable laws or any person or entity’s rights, including such person’s privacy, proprietary or intellectual property or moral rights

   (b) the User Data is free of all viruses, Trojan horses, and other elements that could interrupt or harm the systems or software used by Zaoshu or its subcontractors to provide the Service

   (c) all User Data has and will be collected by you in accordance with a privacy policy that permits Zaoshu to share, collect, use, and disclose such User Data as contemplated under these Terms, and if required by applicable law, pursuant to consents obtained by you to do each of the foregoing

   (d) you are solely responsible for ensuring compliance with all privacy laws in all jurisdictions that may apply to User Data provided hereunder

   (e) Zaoshu may exercise the rights in User Data granted hereunder without liability or cost to any third party

   (f) the User Data complies with the terms of these Terms. For purposes of clarity, Zaoshu takes no responsibility and assumes no liability for any User Data, and you will be solely responsible for its User Data and the consequences of sharing or disclosing it hereunder, including Zaoshu’s use of such User Data as contemplated herein

(3) Security Incidents

  In the event that User Data is disclosed to or accessed by an unauthorized party, Zaoshu will promptly notify you and use reasonable efforts to cooperate with your investigation of the incident; and if such incident triggers any third party notice requirements under applicable laws, you agree that as the owner of the User Data, you will be responsible for the timing, content, cost and method of any such notice and compliance with such laws.

(4) No Responsibility for Backups

  Zaoshu will not be responsible for any backup, recovery or other steps required to ensure that User Data is recoverable in the case of data loss. You are solely responsible for backing up your User Data on a regular basis, and taking appropriate steps to safeguard and ensure the integrity of your User Data.

(5) Rights to User Data

  You own all right, title and interest (including all intellectual property rights) in and to your User Data.

(6) No Responsibility for User's Account Loss

  If you provide Zaoshu your account authorization information ( including but not limited to cookies, any site username and password ) , you agree that as the owner of the your account authorization information, you will be responsible for your account loss ( including but not limited to the third party account being revoked ).

7.Ownership; Proprietary Rights

 The Service is owned and operated by Zaoshu. The visual interfaces, graphics, design, compilation, information, computer code, products, software, services, and all other elements of the Service provided by Zaoshu, but expressly excluding any of the foregoing owned or licensed by and posted to the Service at the direction of Users (including without limitation User Data) (“Materials“) are protected by intellectual property and other applicable laws. Except for any technology licensed by Zaoshu, which is owned by and provided by our third-party licensors, all Materials contained in the Service, including without limitation the intellectual property rights therein and thereto, are the property of Zaoshu or its subsidiaries or affiliated companies. All trademarks, service marks, and trade names are proprietary to Zaoshu or its affiliates and/or third-party licensors. Except as expressly provided herein, nothing in these Terms shall be deemed to create a license in or under any such Materials or the intellectual property rights therein or thereto, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials.You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas“). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Zaoshu under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Zaoshu does not waive any rights to use similar or related ideas previously known to Zaoshu, or developed by its employees, or obtained from sources other than you.

8.Third-Party Sites, Third-Party Information

 You or the Service may call the servers of other websites or services solely at the direction of and as a convenience to You and/or other Users (“Third Party Sites“). Zaoshu makes no express or implied warranties with regard to the information, or other material, products, or services that are contained on or accessible through Third-Party Sites. Access and use of Third Party Sites, including the information, material, products, and services on such sites or available through such sites, is solely at your own risk.

YOU ACKNOWLEDGE THAT ZAOSHU DOES NOT MANAGE OR CONTROL THE USER DATA THAT YOU ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE, AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR THAT INFORMATION REGARDLESS OF WHETHER SUCH USER DATA IS TRANSMITTED TO OR BY YOU IN BREACH OF THESE TERMS. ZAOSHU MAKES NO WARRANTY WITH RESPECT TO SUCH USER DATA YOU MAY ACCESS, STORE OR DISTRIBUTE THROUGH THE SERVICE. IN PARTICULAR, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZAOSHU MAKES NO WARRANTY THAT SUCH USER DATA WILL BE FREE OF ANY VIRUS, WORM, TROJAN HORSE, EASTER EGG, TIME BOMB, CANCELBOT, OR OTHER DESTRUCTIVE OR MALICIOUS CODE OR PROGRAMS. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST ZAOSHU WITH RESPECT TO THIRD PARTY AND/OR USER DATA THAT YOU CHOOSE TO ACCESS, STORE OR DISTRIBUTE, THROUGH THE SERVICE.

9.Security and Privacy Settings

 We have implemented commercially reasonable technical and organizational measures designed to secure your User Data from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your User Data for improper purposes. You understand that internet technologies have the inherent potential for disclosure. You acknowledge that you are under no obligation to provide Personal Data or other sensitive information in order to use the Service and that you provide any such information at your own risk.

10.Disclaimers; No Warranties

 (1) THE SERVICE AND ANY THIRD-PARTY OR USER DATA, SOFTWARE, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ZAOSHU, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

 (2) ZAOSHU, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

 (3) ZAOSHU, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THIRD PARTY OR USER DATA, MATERIAL, OR DATA THROUGH THE USE OF THE SERVICE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH THIRD PARTY OR USER PROVIDED INFORMATION, MATERIAL, OR DATA. ZAOSHU WILL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, LOSS, OR FAILURE TO STORE OR MAINTAIN ANY THIRD-PARTY OR USER DATA.

 (4) 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 MIGHT HAVE ADDITIONAL RIGHTS.

11.Limitation of Liability

 (1) UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL ZAOSHU OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION LOSSES OR LIABILITY RESULTING FROM LOSS OF DATA, LOSS OF REVENUE, ANTICIPATED PROFITS, OR LOSS OF BUSINESS OPPORTUNITY) THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE INFORMATION OR MATERIALS ON THE SERVICE, OR ANY OTHER INTERACTIONS WITH ZAOSHU, EVEN IF ZAOSHU OR A ZAOSHU AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ZAOSHU’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

 (2) IN NO EVENT WILL ZAOSHU’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSOR’S, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SERVICE DURING THE MONTH IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM .

 (3) YOU ACKNOWLEDGE AND AGREE THAT ZAOSHU HAS OFFERED ITS PRODUCTS AND SERVICES, SET ITS PRICES, AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE DISCLAIMERS OF WARRANTY AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ZAOSHU.

12.Indemnification

(1) Our Indemnity

  Zaoshu will indemnify, defend and hold you harmless from liabilities, losses and damages finally awarded by a court of competent jurisdiction, based on a third-party claim that Zaoshu’s proprietary software infringes the intellectual property rights of a third party; provided that such indemnity shall not apply if the alleged infringement results from

   (a) use of the software in conjunction with any web-site searches or any other data or the use thereof in connection with the software

   (b) unlicensed activities and so long as you promptly notify Zaoshu in writing of any such third-party claim and Zaoshu is permitted to control fully the defense and any settlement of such third-party claim as long as such settlement shall not include a financial obligation on you or implicate you in any alleged infringement action. You shall cooperate fully in the defense of such third-party claim and may appear, at your own expense, through counsel reasonably acceptable to Zaoshu.

  You shall not undertake any action in response to any infringement or alleged infringement of the software. Zaoshu may settle any third-party claim on a basis requiring Zaoshu to substitute for the software alternative substantially equivalent non-infringing programs. In the event that providing an acceptable alternative non-infringing program is either not available or practical in Zaoshu’s sole reasonable discretion, the parties may agree to terminate the Agreement.

  THE PROVISIONS OF THIS SECTION 14.1 STATE THE SOLE, EXCLUSIVE, AND ENTIRE LIABILITY OF ZAOSHU AND ITS LICENSORS TO YOU, AND IS YOUR SOLE REMEDY, WITH RESPECT TO THE INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.

(2) Your Indemnity

  You agree to defend, indemnify and hold harmless Zaoshu and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from:

   (a) your use of and access to the Service, including any data or work transmitted or received by you

   (b) your violation of any term of these Terms, including without limitation, your breach of any of the representations and warranties above    (c) your violation of or User Data violating any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights

   (d) your violation of any law, rule or regulation of the United States or any other country

   (e) any claim or damages that arise as a result of any of your User Data or any other data that are submitted via your account

   (f) any other party’s access and use of the Service with your unique username, password or other appropriate security code. Zaoshu will have the right to control the defense, settlement, adjustment or compromise of any such claims, actions or proceedings by using counsel selected by Zaoshu. Zaoshu will use reasonable efforts to notify you of any such claims, actions, or proceedings upon becoming aware of the same

13.Miscellaneous

(1) Notice and Modifications

  Zaoshu may provide you with notices, including those regarding changes to Zaoshu’s terms and conditions, by email, regular mail, or postings on the Service. Notice will be deemed given twenty-four hours after email is sent, unless Zaoshu is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Service. In such case, notice will be deemed given three days after the date of mailing. Notice posted on the Service is deemed given five (5) days following the initial posting. Zaoshu reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in these Terms. Zaoshu is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Zaoshu may, in its sole discretion, modify or update these Terms from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified’ date at the bottom of this page and notify you that material changes have been made to the Agreement. Your continued use of the Service after any such change constitutes your acceptance of the new Terms of Service. If any such revision is unacceptable to you, your only remedy is to terminate your Zaoshu User Account. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

(2) Waiver

  The failure of Zaoshu to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. Any waiver of any provision of these Terms will be effective only if in writing and signed by Zaoshu.

(3) Severability

  If any provision of these Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from these Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions; except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

(4) Assignment

  These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Zaoshu without restriction.

(5) Survival

  Upon termination of these Terms, any provision which, by its nature or express terms should survive, shall survive such termination or expiration, including, but not limited to, Sections 2 and 8 through 13.

(6) Headings

  The heading references herein are for convenience only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

(7) Entire Agreement

  This, including the agreements incorporated by reference, constitutes the entire agreement between you and Zaoshu relating to the subject matter herein and will not be modified except in writing, signed by both parties, or by a change made by Zaoshu as set forth in these Terms.

(8) Claims

  YOU AND ZAOSHU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.