TERMS OF USE

Last Updated on August 8, 2008

1. ACCEPTANCE OF TERMS
   THE ZOI (“we,” “us,” “our”) provides its service to you subject to the following Terms of Use (collectively, the “TOU”). We may update this TOU by posting a new version at http://www.thezoi.com/terms, and your continued use of the service after any such update constitutes your binding acceptance of such changes.
2. DESCRIPTION OF SERVICE
   THE ZOI offers information and services for Greek communities and campuses nationwide (collectively, the “Website”). Unless explicitly stated otherwise, any new features that augment or enhance the current Website shall be subject to this TOU.
3. YOUR REGISTRATION OBLIGATIONS
   By registering on the Website for any reason, you agree to provide accurate, current and complete information about yourself as prompted (such information being the “Registration Data”) and to maintain and promptly update the Registration Data to keep it accurate, current and complete. If you provide any information that is inaccurate, not current or incomplete, or THE ZOI has reasonable grounds to suspect that such information is inaccurate, not current or incomplete, THE ZOI may deny you access to areas requiring registration and may refuse to provide its service to you, at its sole discretion.
4. PRIVACY POLICY
   Your Registration Data, as well as information that you may provide at other times during your use of the Website, is subject to our Privacy Policy (available at http://www.thezoi.com/terms), which is incorporated by reference into these TOU.
5. ACCOUNT PASSWORD AND SECURITY
   The Website may contain some features that require activation of an account (“Restricted Areas”). At the time you register for online account access, you will select a Username and Password to be used in conjunction with your account. You are responsible for maintaining the confidentiality of your Password, and are fully responsible for all uses of your Password, whether by you or others.
   
   You agree
   1. to keep your Password confidential and not share it with anyone else;
   2. immediately to notify THE ZOI of any unauthorized use of your Password or account or any other breach of security; and
   3. to use only your Password to access the Website’s Restricted Areas. THE ZOI cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.

      You acknowledge and agree that THE ZOI is authorized to act on instructions received through use of your Password, and that THE ZOI may, but is not obligated to, deny access or block any transaction made through use of your Password without prior notice if we believe your Password is being used by someone other than you, or for any other reason.

      As a result of your registration for the Website, or your opt-in to receive communications from us, you may receive certain commercial communications from THE ZOI related to content found on the Website. You understand and agree that these communications are part of your registration, and that you may opt out of receiving these communications at any time by contacting us via email at support@THEZOI.com or clicking on the "opt-out" link contained in the email.
      You acknowledge, consent and agree that THE ZOI may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary: (i) to comply with legal process; (ii) to enforce the TOU; (iii) to respond to claims that any content violates the rights of third parties; (iv) to respond to your requests for customer services; or (v) to protect the rights, property, or personal safety of THE ZOI, its users and the public.

6. USE OF WEBSITE CONTENT
   You may download, view and print a single copy of Website content solely for your personal and non-commercial purposes, subject to the restrictions set forth in these TOU. All right, title, and interest in and to the THE ZOI website and any other content appearing on the THE ZOI website, will remain the exclusive property of THE ZOI and its licensors. Except as expressly permitted in this Agreement, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the THE ZOI website, or any other content appearing on the THE ZOI website. You may not harvest chapter member information or any other user information on the site for commercial, marketing, or other purposes. You may not copy or modify the HTML code used to generate web pages on the THE ZOI website. You may not use the THE ZOI website, or any other content appearing on the THE ZOI website, on or in connection with any other website, for any purpose.
7. USER CONDUCT
   By using the Website, it is your responsibility to know, understand and abide by our rules of use. These rules are not meant to be exhaustive, and THE ZOI reserves the right to determine what types of conduct it considers to be inappropriate use of the Website and to take such measures as it sees fit. THE ZOI reserves the right to add to or amend this list of rules at any time.

   You agree that you will not use the Website to:

   1. post, email, transmit, upload, or otherwise make available content that harasses, abuses, or threatens other users, that contains profanity, or obscene or otherwise objectionable content, or that degrades others on the basis of gender, race, class, ethnicity, national origin, religion, sexual preference, disability or other classification.
   2. stalk or otherwise harass another.
   3. post, email, transmit, upload, or otherwise make available content that contains any other party’s intellectual property unless you have the right to do so.
      post, email, transmit, upload, submit, or otherwise make available any information about a property or transaction that is inaccurate, incomplete, or fraudulent.
   4. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Website.
   5. impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person, entity or Greek organization.
   6. post spam or other advertisements or solicitations, solicit funds, promote commercial entities, or otherwise engage in commercial activity except as explicitly allowed herein.
   7. post, email, transmit, upload, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed or functioning to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment.
   8. interfere with or disrupt the Website or servers or networks connected to the Website, or disobey any requirements, procedures, policies or regulations of networks connected to the Website.
   9. intentionally or unintentionally violate any applicable local, state, national or international law.

   Violation of our rules may result in the removal of your content from the Website and/or the canceling of your account and other access privileges.

   You understand that all materials submitted by users (“User Materials”), whether privately transmitted or made publicly available, are the sole responsibility of the person from which such User Materials originated. This means that you, not THE ZOI, are entirely responsible for all User Materials that you upload, post, share, email, transmit, or otherwise make available via the Website. Under no circumstances will THE ZOI be liable in any way for any User Materials uploaded, posted, shared, emailed, transmitted or otherwise made available via the Website. You agree that any personal information you post to your profile may be seen by others, and is not private, and that THE ZOI is not responsible for any use of that information by third parties.

   The Website may provide the functionality to send announcements, reminders, and other messages to chapter members and other Website users. You acknowledge and agree that THE ZOI is not the sender of such messages, and is not responsible for the delivery, mis-delivery, availability, or content of any such messages.

   You acknowledge that THE ZOI may or may not pre-screen User Materials, but that THE ZOI and its designees have the right (but not the obligation) in their sole discretion to pre-screen, refuse, permanently delete, and/or move any User Materials that are available via the Website. Without limiting the foregoing, THE ZOI and its designees shall have the right to remove any User Materials that violate the TOU or are otherwise objectionable in THE ZOI’s sole discretion. You understand that by using the Website, you may be exposed to User Materials that you may consider to be offensive or objectionable. You agree that you must evaluate, and bear all risks associated with, the use or disclosure of any User Materials. You further acknowledge and agree that you will not rely on any content available on or through the Website.

   With respect to User Materials you submit or make available on the Website, you grant THE ZOI an irrevocable, fully sub-licensable, perpetual, world-wide, royalty-free, non-exclusive license to use, distribute, reproduce, modify, adapt, publish, translate, publicly perform and publicly display such User Materials (in whole or in part) and to incorporate such User Materials into other works in any format or medium now known or later developed.

8. INDEMNITY
   You agree to indemnify, defend, and hold THE ZOI and its subsidiaries, affiliates, officers, employees, agents, co-branders and other partners, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Website, any transaction resulting from use of the Website, your connection to the Website, your violation of these Terms, your submission, posting, or transmission of User Materials to the Website, and/or your violation of any rights of another.
9. MODIFICATIONS TO SERVICE
   THE ZOI reserves the right at any time to modify or discontinue, temporarily or permanently, the Website (or any part thereof), including the Restricted Areas, with or without notice. You agree that THE ZOI shall not be liable to you or any third party for any modification, suspension or discontinuance of the Website.
10. TERMINATION
    You agree that THE ZOI may, in its sole and absolute discretion and without notice or liability to you or any third party, immediately terminate your access to the Restricted Areas. Grounds for such termination shall include, but not be limited to, (a) breaches or violations of the TOU or other agreements or guidelines, (b) requests by law enforcement or government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification of the Website (or any part thereof), (e) unexpected technical or security issues or problems, and (f) extended periods of inactivity. Termination of your account(s) may include (a) removal of access to all offerings within the Website’s Restricted Areas, (b) at THE ZOI’s sole discretion, the deletion of all of your Website account information, User Materials, and other content associated with your Website account (or any part thereof), and (c) barring further use of the Website’s Restricted Areas.
11. DEALINGS WITH ADVERTISERS AND OTHER USERS
    Your correspondence or business dealings with, or participation in promotions of, advertisers or third parties found on or through the Website, including payment for and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that THE ZOI shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers or third parties on the Website.
12. LINKS
    The Website may provide links to other World Wide Web sites or resources. Because THE ZOI has no control over such sites and resources, you acknowledge and agree that THE ZOI is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that THE ZOI shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
13. OUR PROPRIETARY RIGHTS
    All title, ownership and intellectual property rights in and to the Website are owned by THE ZOI or its licensors. You acknowledge and agree that the Website contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by THE ZOI, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Website, in whole or in part.
14. DISCLAIMER OF WARRANTIES

    YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

    1. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE ZOI EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. THE ZOI ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO PROVIDE ANY CONTENT OR TO STORE ANY PERSONALIZATION SETTINGS OR USER MATERIALS, INCLUDING (BUT NOT LIMITED TO) MAINTENANCE OF MEMBERSHIP LISTS, CALENDAR ENTRIES, AND OTHER EXECUTIVE CLUB FUNCTIONS. THE ZOI DOES NOT WARRANT THAT THE WEBSITE OR ITS SERVICES, INCLUDING WITHOUT LIMITATION ANY THIRD-PARTY SOFTWARE, PRODUCTS OR OTHER MATERIALS USED IN CONNECTION WITH THE WEBSITE, WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED.
    2. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WEBSITE IS DOWNLOADED AND USED AT YOUR SOLE DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH CONTENT.
    3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE ZOI OR THROUGH OR FROM THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOU.
15. LIMITATION ON LIABILITY
    YOU UNDERSTAND AND AGREE THAT THE ZOI SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE ZOI HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE WEBSITE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE WEBSITE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE WEBSITE.
16. EXCLUSIONS AND LIMITATIONS
    SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
17. NO THIRD PARTY BENEFICIARIES
    You agree that, except as otherwise expressly provided in this TOU, there shall be no third party beneficiaries to this Agreement.
18. NOTICE
    THE ZOI may provide you with notices, including those regarding changes to the TOU, by either email, regular mail, or postings on the Website; provided, however, that this Section places no requirements on THE ZOI not already expressly set forth herein.
19. TRADEMARK INFORMATION
    The Zoi logo including, but not limited to, its fonts and circle cluster are trademarks and service marks of THE ZOI (the “THE ZOI Marks”). You agree that you will not display the THE ZOI Marks, or use the THE ZOI Marks in any manner, without the prior written permission of THE ZOI.
20. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR INTELLECTUAL PROPERTY INFRINGEMENT
    THE ZOI may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who infringe the intellectual property of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide THE ZOI’s Copyright Agent a Notice containing the following information:
    1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
    2. a description of the copyrighted work or other intellectual property that you claim has been infringed;
    3. a description of where the material that you claim is infringing is located on the site;
    4. your address, telephone number, and email address;
    5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
       a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
    6. THE ZOI’s Copyright Agent for Notice of claims of copyright or other intellectual property infringement can be reached in the following ways:
    7. The Zoi Greek Directory, 11704 Wilshire Blvd, Ste D295, Los Angeles, CA 90025. (310) 882-4020, support@thezoi.com.
21. CHOICE OF LAW
    The TOU and the relationship between you and THE ZOI shall be governed by the laws of the State of California without regard to its conflict of law provisions.
22. ARBITRATION
    Any controversy or claim arising out of or relating to this Agreement, with the exception of those controversies or claims specifically excluded below, shall be settled by binding arbitration in accordance with the American Arbitration Association (“AAA”) Commercial Arbitration Rules (“AAA Rules”), and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”). The determination of whether a dispute is subject to arbitration shall be governed by the Federal Arbitration Act and determined by a court rather than an arbitrator. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Rules and, where appropriate, limited by the AAA Consumer Rules.

    You and THE ZOI agree that any arbitration shall be limited to the dispute between THE ZOI and you individually. To the full extent permitted by law, (1) no arbitration shall be joined with any other; (2) there is no right or authority for any dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (3) there is not right or authority for any dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

    You and THE ZOI agree that the following disputes are not subject to this binding arbitration provision: (1) any disputes seeking to enforce or protect, or concerning the validity of, any of your or THE ZOI’s intellectual property rights; (2) any dispute related, or arising from, allegations of invasion of privacy or unauthorized use; and (3) any claim for injunctive relief.

    For any dispute not subject to arbitration, or where no election to arbitrate has been made, you agree to submit to the personal and exclusive jurisdiction of the federal and state courts located in Los Angeles, California. You further agree to accept service of process by mail, and hereby waive any and all jurisdictional and venue defenses otherwise available. THE ZOI controls the Website from its offices within the United States of America, and the Website is intended for use only in the United States of America. THE ZOI does not represent that the materials on this Website are appropriate or made available for use outside of the United States of America.

23. GENERAL INFORMATION

    Entire Agreement. The TOU, together with any additional terms and conditions incorporated by reference, constitutes the complete and final agreement between you and THE ZOI with respect to the Website and supersedes any prior agreements, oral or written, between you and THE ZOI.

    Waiver and Severability of Terms. The failure of THE ZOI to exercise or enforce any right or provision of the TOU shall not constitute a waiver of such right or provision. If any provision of the TOU is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the TOU remain in full force and effect.

    Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the Website or the TOU must be filed within one (1) year after such claim or cause of action arose or be forever barred.

    Section Titles. The section titles in the TOU are for convenience only and have no legal or contractual effect.

24. VIOLATIONS
    You agree that you will report any violations of the TOU and any inappropriate use of the Website to Larry Tollin, CEO of The Zoi Greek Directory or Justin Micklish, Executive Vice President of The Zoi Greek Directory by calling (310) 882-4020.