Zosh

These Terms of Service govern your access to and use of ABJK NewCo, Inc.’s iPhone Application Zosh (the “App”) any information, text, graphics, or other materials created and/or provided by ABJK NewCo, Inc. and appearing on the App (the “Content”), Files (as defined below) and any services and/or software provided through the App or by ABJK NewCo, Inc. (the “Services”). These Terms of Service limit ABJK NewCo, Inc.’s liability and obligations to you, grant ABJK NewCo, Inc. certain rights and allow ABJK NewCo, Inc. to change, suspend or terminate your access to and use of the App, Content, Files and Services. Your access to and use of the App, Content, Files and/or Services are expressly conditioned on your compliance with these Terms of Service. By accessing or using the App, Content, Files and/or Services you agree to be bound by these Terms of Service.

YOU UNDERSTAND THAT BY CLICKING THE “I AGREE” BUTTON, BY USING THE App, CONTENT, FILES AND/OR SERVICES OR YOUR ACCOUNT YOU ARE AGREEING TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE App, CONTENT, FILES OR SERVICES.

If you agree to these Terms of Service on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms of Service and your agreement to these terms will be treated as the agreement of the business. In that event, “you” and “your” will refer and apply to that business.
Files and Folders

“Your Files” or “User Files” (collectively, the “Files”) as used in this Agreement means the information contained in the files that you or other users upload, download and access through the App and Services. You are the owner of Your Files and are solely responsible for your conduct and the content of Your Files, as well as any of the content contained in your communications with other ABJK NewCo, Inc. users, including but not limited to User Posts (as defined below).

ABJK NewCo, Inc. allows you to share some or all of Your Files. If you choose to, you can share all or some of Your Files with the general public, or with specific individuals you select. If you decide to share Your Files, you are giving certain legal rights, as explained below, to those individuals who you have given access to your folders.

ABJK NewCo, Inc. does not claim any ownership rights in Your Files. You acknowledge that ABJK NewCo, Inc. does not have any obligation to monitor the Files or User Posts that are uploaded, posted, submitted, linked to or otherwise transmitted using the App or Services, for any purpose and, as a result, is not responsible for the accuracy, completeness, appropriateness, legality or applicability of the Files or anything said, depicted or written by users in their User Posts, including without limitation, any information obtained by using the App or Services. ABJK NewCo, Inc. does not endorse anything contained in the Files or User Posts or any opinion, recommendation or advice expressed therein and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against ABJK NewCo, Inc. with respect thereto.
Your Responsibilities

You represent and warrant that you own or have the necessary licenses, rights, consents and permissions to grant the licenses that both your public and shared folders require, as described above. Please note that moving all or portions of Your Files from your public folders does not revoke the license granted to those individuals who previously accessed those files.

You should be aware that Files may be protected by intellectual property rights which are owned by the ABJK NewCo, Inc. user whose folder (public or shared) that File resides in. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the content(s) (either in whole or in part) of another user’s shared folder unless you have been specifically told that you may do so by the rightful owner of that File, in a separate agreement.

You acknowledge and agree that you should not rely on the App, Content, Files and Services for any reason. You further acknowledge and agree that you are solely responsible for maintaining and protecting all data and information that is stored, retrieved or otherwise processed by the App, Content, Files or Services. Without limiting the foregoing, you will be responsible for all costs and expenses that you or others may incur with respect to backing up, and restoring and/or recreating any data and information that is lost or corrupted as a result of your use of the App, Content, Files and/or Services.
Privacy

See ABJK NewCo, Inc.’s Privacy Policy at http://www.zosh.com/privacy for information and notices concerning ABJK NewCo, Inc.’s collection and use of your personal information.
Account Security

You are responsible for safeguarding the password that you use to access the App, Content, Files and Services. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify ABJK NewCo, Inc. of any unauthorized use of your password. You acknowledge that if you wish to protect your transmission of data and/or files to ABJK NewCo, Inc., it is your responsibility to use a secure encrypted connection to communicate with and/or utilize the App, Files and Services.
Your Use of the Services

ABJK NewCo, Inc. grants you a limited, nonexclusive, nontransferable, revocable license to use the App, Content, Files and Services subject to the restrictions set forth in these Terms of Service.
ABJK NewCo, Inc. Property and Feedback

All right, title, and interest in and to the App, Content, and Services are and will remain the exclusive property of ABJK NewCo, Inc. and its licensors, including all Intellectual Property Rights (as defined below) therein, even if ABJK NewCo, Inc. incorporates any of your Feedback (as defined below) into subsequent versions. The App, Content, and Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in these Terms of Service, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the App, Content, or Services. You may not copy or modify the HTML or other code used to generate web pages on the App.

All feedback, comments, and suggestions for improvements (the “Feedback”) that you provide to ABJK NewCo, Inc., in any form, and any contributions you make to the App by posting content and communicating with other ABJK NewCo, Inc. users via posts to forums on the App (“User Posts”) will be the sole and exclusive property of ABJK NewCo, Inc.. You hereby irrevocably transfer and assign to ABJK NewCo, Inc. and agree to irrevocably assign and transfer to ABJK NewCo, Inc. all of your right, title, and interest in and to all of your Feedback and User Posts, including all worldwide patent rights (including patent applications and disclosures), copyright rights, trade secret rights, and other intellectual property rights (collectively, the “Intellectual Property Rights”) therein. At ABJK NewCo, Inc.’s request and expense, you will execute documents and take such further acts as ABJK NewCo, Inc. may reasonably request to assist ABJK NewCo, Inc. in acquiring, perfecting and maintaining its Intellectual Property Rights and other legal protections for your Feedback and User Posts. You will not earn or acquire any rights or licenses in the App, Content, and Services or in any ABJK NewCo, Inc. Intellectual Property Rights on account of these Terms of Service or your performance under these Terms of Service.
General Prohibitions

You agree not to do any of the following while using the App, Content, Files or Services:
* Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another’s privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another’s rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability;
* Access, tamper with, or use non-public areas of the App (including but not limited to user folders not designated as ‘public’ or that you have not been given permission to access), ABJK NewCo, Inc.’s computer systems, or the technical delivery systems of ABJK NewCo, Inc.’s providers;
* Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;
* Attempt to access or search the App, Content, Files or Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by ABJK NewCo, Inc. or other generally available third-party web browsers (such as Microsoft Internet Explorer or Mozilla Firefox), including but not limited to browser automation tools;
* Send unsolicited email, junk mail, “spam,” or chain letters, or promotions or advertisements for products or services;
* Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the App, Content, Files or Services to send altered, deceptive or false source-identifying information;
* Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the App, Content, Files or Services;
* Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the App; or plant malware on ABJK NewCo, Inc.’s computer system, those systems of ABJK NewCo, Inc.’s providers, or otherwise use the App, Content, Files or Services to attempt to distribute malware; or
* Impersonate or misrepresent your affiliation with any person or entity.

ABJK NewCo, Inc. will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement and App security issues, to the fullest extent of the law. ABJK NewCo, Inc. may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that ABJK NewCo, Inc. has no obligation to monitor any user’s access to or use of the App, Content, Files and Services, but has the right to do so for the purpose of operating the App and the Services, to ensure users’ compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.
Digital Millennium Copyright Act Compliance

You will only upload, post, submit or otherwise transmit data and/or files: (i) that you have the lawful right to use, copy, distribute, transmit, or display; or (ii) that does not infringe the intellectual property rights or violate the privacy rights of any third party (including, without limitation, copyright, trademark, patent, trade secret, or other intellectual property right, or moral right or right of publicity). ABJK NewCo, Inc. has adopted and implemented a policy that permits the deletion of files that violate this policy, and that permits the termination in appropriate circumstances of the accounts of users who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders. Please see the ABJK NewCo, Inc. Copyright Policy for further information at http://www.zosh.com/dmca.
Links

The App may contain links to third-party webApps or resources. You acknowledge and agree that ABJK NewCo, Inc. is not responsible or liable for: (i) the availability or accuracy of such webApps or resources; or (ii) the content, products, or services on or available from such webApps or resources. Links to such webApps or resources do not imply any endorsement by ABJK NewCo, Inc. of such webApps or resources or the content, products, or services available from such webApps or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such webApps or resources.
Termination

If you violate any of these Terms of Service, your permission to use the App, Content, Files and Services will automatically terminate. ABJK NewCo, Inc. reserves the right to revoke your access to and use of the App, Content, Files and Services at any time, with or without cause, and with or without notice. ABJK NewCo, Inc. also reserves the right to cease providing or to change the App, Content, Files or Services at any time and without notice.

ABJK NewCo, Inc. reserves the right to terminate Free Accounts at any time, with or without notice. Without limiting the generality of the foregoing, and without further notice, ABJK NewCo, Inc. may choose to delete and/or reduce: (i) any or all of Your Files if your Free Account is inactive for 90 days; and (ii) previous versions and/or prior backups of Your Files.
Use of the App and Application at Your Own Risk

Your access to and use of the App, Content, Files and Services and is at your own risk. ABJK NewCo, Inc. will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the App, Content, Files or Services.
ABJK NewCo, Inc. is Available “AS-IS”

THE App, CONTENT, FILES AND SERVICES ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ABJK NEWCO, INC EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. YOU ACKNOWLEDGE THAT USE OF THE APP, CONTENT, FILE AND SERVICES MAY RESULT IN UNEXPECTED RESULTS, LOSS OR CORRUPTION OF DATA OR COMMUNICATIONS, PROJECT DELAYS, OTHER UNPREDICTABLE DAMAGE OR LOSS, OR EXPOSURE OF YOUR DATA OR YOUR FILES TO UNINTENDED THIRD PARTIES.

ABJK NEWCO, INC MAKES NO WARRANTY THAT THE App, CONTENT, FILES OR SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ABJK NEWCO, INC. MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE App, CONTENT, OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE APP, CONTENT, FILES OR SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ABJK NEWCO, INC OR THROUGH THE APP, CONTENT, FILES OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
Indemnity

You agree to defend, indemnify, and hold ABJK NewCo, Inc., its officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses and expenses, including, without limitation, reasonable attorneys’ fees and costs, arising out of or in any way connected with: (i) your access to or use of the App, Content, Files and Services; (ii) your violation of this Agreement; (iii) your violation of any third party right, including without limitation any intellectual property right, including but not limited to right of attribution, publicity, confidentiality, property or privacy right; or (iv) any claim that Your Files, or your use of Files, caused damage to a third party, including without limitation claims that Your Files, or use of Files, infringe the rights of another.
Limitation of Liability

IN NO EVENT WILL ABJK NEWCO INC. BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE App, CONTENT, FILES AND/OR SERVICES, OR FOR ANY ERROR OR DEFECT IN THE App, CONTENT, FILES OR SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ABJK NewCo, Inc. HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT ABJK NewCo, Inc. IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, ABJK NewCo, Inc. WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE App OR THROUGH THE SERVICES AND/OR THE FILES, OR IF YOUR DATA IS LOST, CORRUPTED OR EXPOSED TO UNINTENDED THIRD PARTIES.

YOU AGREE THAT THE AGGREGATE LIABILITY OF ABJK NewCo, Inc. TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE App, CONTENT, FILES AND/OR SERVICES IS LIMITED TO TWENTY ($20) U.S. DOLLARS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ABJK NEWCO, INC AND YOU.

In the event that any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.
Waiver

The failure of ABJK NewCo, Inc. to enforce any right or provision of these Terms of Service will not be deemed a waiver of such right or provision.
Controlling Law and Jurisdiction

These Terms of Service and any action related thereto will be governed by the laws of the State of Texas without regard to its conflict of law provisions. The exclusive jurisdiction and venue of any action with respect to the subject matter of these Terms of Service will be the state and federal courts located in Travis County, Texas, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
Entire Agreement

These Terms of Service are the entire and exclusive agreement between ABJK NewCo, Inc. and you regarding the App, Content, Services and Your Files, and these Terms of Service supersede and replace any prior agreements between ABJK NewCo, Inc. and you regarding the App, Content, Services and Your Files.