TERMS OF USE

Welcome to Zember, LLC’s (the “Company”) website (the “site”). PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE.  By using this site and the features contained on this site, you agree to these terms of use.  Company reserves the right, at any time, to modify or update these terms and conditions without notice, and you agree to be bound by such modifications or updates.  The information contained and accessed on the site is provided by Company for general guidance and is intended to offer the user general information of interest.  In making this site available, no client, advisory, fiduciary or other professional relationship is implicated or established and Company, nor any other person is, in connection with this site, engaged in rendering auditing, accounting, tax, legal, investment, advisory, consulting or other professional services or advice.  Neither this site nor any content on or accessed through this site shall be considered a substitute for the independent investigations and sound technical and business judgment of the user of this site and the user should consult with Company professional advisor familiar with its particular factual situation for advice or services concerning specific matters.

Eligibility

By using the site, you represent and warrant that (a) all registration and other information you submit, if any, is truthful and accurate; (b) you will maintain the accuracy of any information you provide; (c) you will not submit any personal information if you are under 13 years of age; and (d) your use of the site does not violate any applicable law or regulation.

Copyright

You acknowledge that the content included on this site, including but not limited to, text, graphics, logos, button icons, images, audio clips, software, and the selection and arrangements thereof, is and shall remain the sole and exclusive property of Company or its content suppliers and protected by U.S. and international copyright laws.  Any use, including the reproduction, modification, distribution, republication or display of the content on this site is strictly prohibited and an infringement of copyright or proprietary rights in the information.

Trademarks

The Company trademarks and logos, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of Company and may not be used in any commercial manner without the prior written consent of Company.  All other products and service marks contained on the site are the trademarks of their respective owners.  Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier, or otherwise does not necessarily constitute or imply the endorsement, sponsorship or recommendation by Company.

Privacy

Company respects the privacy of your personal information, please read our Privacy Policy.

Your Account 

You are responsible for maintaining the confidentiality of your account and password and for restricting access to your computer.  Company may, at any time, terminate your service, refuse your membership, and remove or edit your content in its sole discretion. 

Postings

By submitting content or information of any type to the site, you automatically grant Company a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, publish, translate, create derivative works from, distribute, transmit, perform, and display such content or information (in whole or in part) worldwide and/or to incorporate into other works in any form, media, or technology now known or later developed for the full term of any rights that may exist in such content or information.  Company may sublicense all or part of its rights under this license or assign them to third parties. You also acknowledge that such submissions are non-confidential for all purposes. 

You agree that you will not post or transmit any of the following materials: (1) anything that interferes with or disrupts the site or the operation thereof; (2) statements or material that defames, harasses, abuses, stalks, threatens, or in any way infringes on the rights of others; (3) unauthorized copyrighted materials or any other material that infringes on the intellectual property rights, trade secrets, or privacy of another; (4) statements or material that violates other contractual or fiduciary rights, duties, or agreements; (5) statements or material that encourages criminal conduct or that would give rise to civil liability or otherwise violates any law or regulation in any jurisdiction; (6) statements or material that contains vulgar, obscene, profane, or otherwise objectionable language or images that typically would not be considered socially or professionally responsible or appropriate in person; (7) statements or material that impersonates any other person or entity, whether actual or fictitious, including employees and representatives of Company; (8) anything that violates the privacy or publicity rights of any other person; (9) statements or material that are off-topic, irrelevant, or inappropriate; (10) statements or material that constitute junk mail, spam, or unauthorized advertising or promotional materials; and (11) files that contain malicious code, viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer, network, or this site. 

You represent and warrant that: (i) you own the content posted by you on or through the site or otherwise have the right to grant the license set forth in this section, and (ii) the posting of your content on or through the site does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.  Company may delete any content for any reason, including content that, in Company’s sole judgment, is offensive, illegal or violates the rights or threatens the safety of any person.  Company has the right, but does not assume the responsibility, for monitoring the site for inappropriate content.  You are solely responsible for the content that you post on or through the site.

Disclaimer

THE INFORMATION, CONTENT, PRODUCTS, SERVICES, AND MATERIALS CONTAINED IN OR PROVIDED OR AVAILABLE THROUGH THIS SITE ARE PROVIDED ON AN “AS IS” BASIS WITH NO WARRANTY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Company DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO SUCH INFORMATION, CONTENT, SERVICES, PRODUCTS, AND MATERIALS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, FREEDOM FROM ERROR, INTERRUPTION, COMPUTER VIRUS, OR OTHER HARMFUL COMPONENTS AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. IN ADDITION, Company DOES NOT REPRESENT OR WARRANT THAT THE INFORMATION ACCESSIBLE VIA THIS SITE IS ACCURATE, COMPLETE OR CURRENT. Company HAS THE RIGHT TO MAKE CHANGES AND UPDATES TO ANY INFORMATION AVAILABLE THROUGH THE SITE WITHOUT PRIOR NOTICE.

This site may provide links or references to other websites.  However, Company has no control over or responsibility for content on third party sites and transactions that occur therein.  If provided, these links to other sites are merely given as a convenience to users, and Company shall not be liable for any damages or injury arising from content on such third party websites or transactions occurring therein.  The terms and conditions and privacy policies governing this site may differ significantly from the policies of third party websites.  There are risks in using any information, software, or products found on the Internet or in otherwise entering transactions through the Internet.  Accordingly, Company cautions you to make certain you understand these risks and any applicable policies of third party websites before retrieving, using, relying upon, or purchasing anything, or before otherwise transacting, via the Internet.

Limitation of Liability

IN NO EVENT SHALL Company BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER, EVEN IF Company HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN AN ACTION UNDER CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY, ARISING OUT OF OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR PERFORMANCE OF THE INFORMATION, SERVICES, CONTENT, PRODUCTS, AND MATERIALS AVAILABLE FROM THIS SITE OR THE INTERNET GENERALLY.

Because some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages, some of the above limitations may not apply to you.  In such jurisdictions, Company’s liability is limited to the greatest extent permitted by law.

Indemnification

You agree to indemnify and hold Company and its officers, directors, owners, members, managers, principals, agents, contractors and employees harmless from each claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the site, your violation of these terms and conditions or your infringement of any intellectual property or other right of any person or entity.

Notice for Claims of Copyright Infringement

If you are a copyright owner or agent thereof and believe that content posted on the site by a Company user infringes upon your copyright, please submit notice, pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)) to Company with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright; (b) a description of the copyrighted work that you claim has been infringed; (c) the URL of the location on our website containing the material that you claim is infringing; (d) your address, telephone number, and email address; (e) 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; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Company can be reached by mail at 9411 Jackson Trail Road, Hoschton GA 30548, USA. 

International Use

Recognizing the global nature of the Internet, Company makes no representation that content or materials on this site are appropriate or available for use in locations outside the United States, and accessing such content or materials from or distributing such content or materials to territories where their contents are illegal is strictly prohibited.  Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.  Those who choose to access this site from other locations do so at their own initiative and are responsible for compliance with local laws.

Governing Law

You agree that this agreement and your use of this site are governed exclusively by the laws of the State of Georgia, USA, without regard to its conflict of laws provision.  You hereby consent and submit to the exclusive jurisdiction and venue of the courts, tribunals, agencies and other dispute resolution organizations in Atlanta, Georgia, USA in all disputes (a) arising out of, relating to, or concerning this site and/or this agreement, (b) in which this site and/or this agreement is an issue or a material fact, or (c) in which this site and/or this agreement is referenced in a paper filed in a court, tribunal, agency or other dispute resolution organization. You agree to waive any and all objections to jurisdiction or venue in in Atlanta, Georgia, USA.  Use of this site is unauthorized in any jurisdiction that does not give full effect to all provisions of this agreement, including without limitation this paragraph and the warranty disclaimers and liability exclusions above.  Use of this site is also unauthorized in any jurisdiction where all or any portion of this site may violate any legal requirements and you agree not to access this site in any such jurisdiction. You are responsible for compliance with applicable laws.  Company makes no representation that materials on this site are appropriate or available for use in any particular jurisdiction. Any use in contravention of this provision or any provision of this agreement is at your own risk. 

Severability and Integration

If any part of this agreement is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall govern such use.  To the extent this remedy is not available and a provision of this Terms of Use is held to be illegal, invalid or unenforceable under present or future law effective during the term hereof, such provision shall be fully severable and this Terms of Use shall be construed and enforced as if such illegal, invalid or unenforceable provision never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom.  Unless otherwise specified herein, these Terms of Use constitute the entire agreement between you and Company with respect to this site and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Company with respect to this site. 

General

You agree that no joint venture, partnership, employment or agency relationship exists between you and Company as a result of this agreement or your use of this site.  Company’s performance of this agreement is subject to existing laws and legal process and nothing contained in this agreement is in derogation of Company’s right to comply with law enforcement requests or requirements relating to your use of this site or information provided to or gathered by Company with respect to such use.