Effective: July 15, 2008
THIS MEMBER AGREEMENT (THE “AGREEMENT”) GOVERNS THE TERMS OF YOUR PARTICIPATION IN THE SERVICE (THE “SERVICE”) OFFERED BY OZMO.COM OR ITS AFFILIATES (“OZMO”) THROUGH THE WEBSITE LOCATED AT WWW.OZMO.COM (THE “WEBSITE”), ALLOWING YOU FULL ACCESS TO THE MEMBERSHIP PORTIONS OF THE WEBSITE. BY COMPLETING THE REGISTRATION PROCESS IN THE “NEW USER REGISTRATION” PORTION OF THE WEBSITE, YOU REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND ARE ABLE TO LAWFULLY ENTER INTO AND PERFORM A LEGALLY BINDING CONTRACT, AND THAT YOU ACCEPT THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
THE SERVICE IS BEING OFFERED IN ORDER TO FACILITATE DIRECT TRANSACTIONS BETWEEN USERS OF THE SERVICE. OZMO IS NOT A PARTY TO ANY TRANSACTION ENTERED INTO BETWEEN USERS OF THE SERVICE OR BETWEEN ANY USER OF THE SERVICE AND ANY THIRD PARTY.
OZMO IS NEITHER A LAWYER NOR A LAW FIRM, AND THE SERVICE IS NOT INTENDED TO AND DOES NOT PROVIDE OR CONSTITUTE LEGAL ADVICE. THIS AGREEMENT DOES NOT CREATE AN ATTORNEY-CLIENT RELATIONSHIP.
You are responsible for retaining a copy of this Agreement for your records, whether in printed or electronic form.
- Key Definitions
In addition to terms that are defined elsewhere in this Agreement, the following terms shall have the following definitions:
1.1 “Commercial Use License” means a nonexclusive license offered by a Rightsholder and purchased by a User through the Service, which authorizes the User to use a particular Work for the Permitted Uses identified in such license, subject to the terms and conditions thereof.
1.2 “License Fee” has the meaning set forth in Section 5.1.
1.3 “Permitted Uses” means, with respect to a Commercial Use License for a Work:
(i) the uses permitted under the Standard License as displayed to the User on the Website at the time of purchase; plus (ii) the uses permitted under any Extended Licenses authorized by the Rightsholder through OZMO and selected and purchased by the User as part of such Commercial Use License through the procedures made available on the Website.
1.4 “Rightsholder” means any registered user of the Service who holds rights to one or more Works and wishes to use the Service to offer rights to Users to use such Work(s) under a Commercial Use License.
“Service Fee” has the meaning set forth in Section 5.3.
1.6 “User” means any registered user of the Service who wishes to purchase a
Commercial Use License to use a Work made available by Rightsholders through the Service.
1.7 “Work” means an original work of authorship of a type that is permitted for
inclusion in the Service by OZMO and included in the Service by a Rightsholder. Works may include photographs,illustrations, and other graphical works, blog postings and other textual works, as well as other types of works identified by OZMO on the Website from time to time. For clarity, unless specified by the Rightsholder in the Special Terms portion of a Commercial Use License, a text Work, such as a blog or article, does not include any images or other content that appears in or along with the text of such Work.
- Acceptance of Terms
2.2 This Agreement is in effect as of the date first identified above and shall become effective as to each registered user at the time of his, her or its registration. OZMO reserves the right, in its discretion, to change or modify all or any part of this Member Agreement from time to time, effective upon posting notice of such modification on the Website. Your continued use of the Website or the Service (for example, by including new Works in the Service or purchasing a Commercial Use License) after such notice will constitute your acceptance of the terms and conditions of this Agreement, including any such modifications, effective as of the date of such use.
- User Registration and Account Setup
3.1 You must register to participate in any portion of the Service that is limited to OZMO members. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the OZMO registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is, or that OZMO has reasonable grounds to suspect is, untrue, inaccurate, not current or incomplete, OZMO may suspend or terminate your account and refuse you any and all use of the Service. You authorize OZMO to make any inquiries we consider necessary to confirm your Registration Data, but you acknowledge and agree that OZMO has no obligation to validate any registered
3.2 You must choose a username and account password and provide OZMO with a valid email address as part of the registration process in order to access and use the Service. You may not select as your username a name that violates any third party right, misrepresents your identity or affiliation with any person or entity, or that OZMO deems in its discretion to be vulgar or otherwise offensive. OZMO reserves the right to refuse to accept or to change any username for any reason or no reason whatsoever. You are fully responsible for all activities conducted through your account or under your username. You are also responsible for maintaining the confidentiality of your password. At no time should you provide your username or password to any other party or respond to an online request for a password other than in connection with the registration or log-in process to the Website. You may not transfer your OZMO account, username or password to another party without the prior written consent of OZMO.
3.4 In order to offer your Works through the Service as a Rightsholder or to purchase a Commercial Use License through the Service as a User, you will need to set your Payment Settings in the “My Account” area of the Website. As part of this process, you will be required to establish a payment account with a payment vendor approved for use by OZMO. Currently, OZMO only supports payment transactions conducted through Amazon.com, a third party payment processing vendor. Accordingly, the first time you attempt to configure or purchase a license through the Service, you will be prompted by OZMO to establish an Amazon.com payment account if you have not already done so. If you are a Rightsholder, you will also be prompted to authorize Amazon.com (i) to credit your Amazon.com payment account in order to allow payments to be made to that account, and (ii) to allow withdrawals from your account in order to allow Amazon.com to collect and remit to OZMO the applicable Service Fees, as described in Section 5.3. If you do not establish an Amazon.com payment account and authorize the credits and withdrawals described above, you will not be able to use the Service for licensing transactions.
- Use of the Service
4.1 By Rightsholders - Offering and Removing Works
(a) As a Rightsholder, you may offer Works through the Service using the procedures described and made available on the Website, except as prohibited under this Agreement or the other Terms, or as otherwise prohibited by law. Unless otherwise specified on, and permitted through the functionality of, the Website, Works are to be submitted for licensing on a Work-by-Work basis. Each Commercial Use License for a Work will, by default, include the Standard License terms. In addition, you may elect to authorize one or more Extended Licenses for each Work you submit, either at the time of submission or at any time thereafter, using the means provided on the Website. You must set the fees for the Standard License and each Extended License authorized by you, as described in Section 5.1. At the time of purchase, a User may select one or more of the Extended Licenses authorized by you as part of such User’s Commercial Use License for the Work. You may remove a Work from the Service or authorize or remove Extended Licenses with respect to a Work at any time using the means provided on the Website; however, any removal of a Work or addition or removal of an Extended License will not affect any Commercial Use License already purchased with respect to such Work.
(b) As a Rightsholder, you agree that any Works you submit for inclusion in the Service may be required to meet reasonable standards (such as file format, size, resolution, etc.) for the relevant type of Work, as determined by OZMO and posted on the Website from time to time and/or specified in the terms of the relevant Commercial Use License. You further agree to provide to any User who purchases a Commercial Use License for one of your Works, without payment of any additional fee, a single electronic copy of such Work in a format that meets such standards. If the User is able to access and download from the Internet a copy of the Work that meets such standards, the Rightsholder will have satisfied its obligations under this Section. Otherwise, the Rightsholder agrees to provide the User with such a copy by email, FTP download or other means reasonably agreed to between the Rightsholder and the User. Failure to provide such a copy shall be a breach of the Rightsholder’s obligations under this Agreement and the relevant Commercial Use License, and, in addition to any other remedies that may be available to the User or to OZMO in such an instance, the Rightsholder agrees to refund the amount of the License Fee to the User and authorizes OZMO or its third-party payment processor to reverse or “chargeback” any payments made to Rightsholder’s account in connection with the relevant Commercial Use License.
(c) As a Rightsholder, you understand and agree that Users who agree to the terms of a Commercial Use License for one of your Works and pay you the applicable License Fee may use the Work in the manner authorized by you under such Commercial Use License (including the Permitted Uses under the Standard License and any Extended Licenses authorized by you and purchased by such User). Unless the User otherwise agrees, it is under no obligation to inform you or OZMO of the uses made of any Work. OZMO has no obligation to monitor the compliance by Users or third parties with the terms of any Commercial Use License and you acknowledge and agree that it is possible that a Work may be
used in a manner that is not authorized by you. OZMO shall have no liability for any such unauthorized use but will reasonably cooperate with you to address any unauthorized uses of which you notify OZMO in writing, which may include, in our discretion, assisting you in suspending or revoking any Commercial Use Licenses granted to Users who engage in unauthorized uses, suspending or canceling the accounts of such Users, or taking such other actions as OZMO deems appropriate.
(d) OZMO has no obligation, but reserves the right, to examine Works submitted for inclusion in the Service from time to time and to exclude particular Works from the service, suspend or terminate user accounts, block access to the Website or take such other actions consistent with this Agreement, in its sole discretion, without notice or liability, in connection with any allegation or determination that such Work or its use in the Service as contemplated under this Agreement or under a Commercial Use License is infringing or otherwise in violation of law, any third party rights or this Agreement. In the event a User is required to stop using a Rightsholder’s Work as the result of a determination that the Work is infringing or as the result of any other violation of law or third party rights or of the terms of this Agreement or a Commercial Use License, in addition to any other remedies that may be available to the User or
to OZMO in such an instance, the Rightsholder agrees to refund the amount of the License Fee to the User and authorizes OZMO or its third-party payment processor to reverse or “chargeback” any payments made to Rightsholder’s account in connection with the relevant Commercial Use License.
4.2 By Users - Purchasing a Commercial Use License
(a) As a User, you may configure and purchase a Commercial Use License for a Work using the means provided on the Website. Each Commercial Use License you purchase will be deemed completed and the license will become effective only after the total License Fee for such license has been credited to the Rightsholder’s Amazon.com payment account as described in Section 5.2 below. Upon completion of each licensing transaction, OZMO will provide both the User
and the Rightsholder with access to an electronic copy of the Commercial Use License specific to such transaction by email and through the User’s member account. The User and Rightsholder are each responsible for retaining a copy of such Commercial Use License for its own records, whether in printed or electronic form.
(b) As a User who purchases a Commercial Use License, you may use the Work only for the uses described in the Standard License and any Extended Licenses authorized by the Rightsholder and purchased by you, and solely in accordance with the terms of that Commercial Use License. You may not use the Work for any other purposes. In addition to any other remedies that may be available to the Rightsholder or to OZMO, OZMO reserves the right to assist the Rightsholder in suspending or revoking any Commercial Use Licenses granted to you, to suspend or cancel your account, or to take such other actions as we deem appropriate in the event we become aware of unauthorized uses of Works by you or anyone using your OZMO account.
- Fees and Payment Terms; Refunds
5.1 Setting License Fees If you are a Rightsholder, for each Work you include in
the Service, you must set the amount of the fees applicable to the Standard License and each of the Extended Licensesauthorized by you, using the means provided on the OZMO Website. In order to process a Commercial Use License, OZMO
requires that the total fee for such Commercial Use License (the “License Fee”) must meet the minimum Standard License Fee posted on the “Create a License” portion of the Website at the time you configure a license for the relevant Work. The minimum is initially set at $12.99, but may be adjusted from time to time by OZMO. So long as you meet that minimum requirement, you can set the fees applicable to the Standard License and each Extended License at any amount you like. You may also change the fees applicable to your Work from time to time using the means provided on the Website, but any changes you make will not affect any Commercial Use Licenses already granted using the previous fees.
5.2 Paying the License Fee and Completing a Transaction If you are a User purchasing a Commercial Use License, you must pay the total amount of the License Fee to the Rightsholder’s Amazon.com account using the means provided on the Website in order to complete the purchase. Each Commercial Use License transaction will be deemed completed and the license thereunder will become effective only after the total License Fee has been credited to the
Rightsholder’s Amazon.com account and the User has received an email from OZMO notifying the User that the Commercial Use License has become effective. Any time you send funds you are doing so at your own risk. We are not your agent in
connection with any transaction undertaken with any Rightsholder or other person through the Service or the Website.
5.3 Service Fees
(a) In consideration of using the Service, each Rightsholder agrees to pay OZMO a service fee (the “Service Fee”) for each licensing transaction completed using the Service equal to the greater of (i) thirty percent (30%) of the total License Fee paid by the User to such Rightsholder, and (ii) U.S. $3.90. We reserve the right to change the Service Fee from time to time upon at least fourteen (14) days’ notice to you by email and by posting such changes on the Website, but any such change will only apply to Commercial Use Licenses granted to Users after such change becomes effective.
(b) Each Rightsholder hereby authorizes the withdrawal of the Service Fee from such Rightsholder’s Amazon.com account for every license transaction that is completed using the Service. If we are unable to collect our Service Fees from
your Amazon.com account for any reason, we may collect any fees owed using other collection mechanisms (including retaining collection agencies and legal counsel if necessary) and you agree to pay any expenses we incur in connection with such
collection efforts. We may also block, suspend or cancel your account and your access to and use of the Service without notice or liability to you.
5.4 Refunds Refunds for payments made by users of the Service will be provided only in accordance with the OZMO Refund Policy .
5.5 Taxes Each user of the Service, and not Ozmo, shall be responsible for any and all sales, use, value-added or other applicable taxes (except taxes on OZMO’ income from provision of the Service) that may be payable in connection with any transaction undertaken by such user using the Service.
- Rules of Conduct
6.1 You agree not to use the Service for any purpose that is unlawful or that is not permitted under this Agreement. Without limiting the foregoing, you will not:
(a) use the Service if you are not able to enter into legally binding contracts, are under the age of 18, or are temporarily or indefinitely suspended from the Service;
(b) use the Service to post, link to, license or disseminate content (including Works, information regarding Works, and personal information) that is infringing, false, inaccurate, misleading, defamatory, libelous, obscene, pornographic, indecent or unlawful;
(c) use the Service to violate any laws or to harass, stalk, threaten or otherwise violate the rights of others;
(d) use the Service to distribute or post spam, chain letters, or pyramid schemes;
(e) distribute viruses or any other technologies that may harm the Website, OZMO, or the interests or property of OZMO users;
(f) harvest or otherwise collect information about users of the Service, including email addresses, without their express written consent; or
(g) prohibit or restrict in any way OZMO from accessing your Amazon.com account and collecting its Service Fees for each license granted by you through the Service.
6.2 OZMO works to maintain the integrity of the Website and the Service and to protect its users. We encourage you to report problems, offensive content, and policy violations to us. OZMO does not permit infringement of copyright or other intellectual property rights through the Service. It is our policy to respond promptly to notices of alleged infringement that comply with the United States Digital Millennium Copyright Act or other applicable law and to terminate the accounts of repeat infringers. If you believe that your rights have been violated, please notify us in accordance with the terms of our
Intellectual Property Policy . In addition to our policy with respect to alleged infringement, it is our policy to respond quickly to any complaints of defamation, invasion of privacy, harassment, and other alleged violations of this Agreement or of the law that take place on the Website. We encourage you to
notify us immediately of any such complaint at abuse@OZMO.com.
6.3 Without limiting other remedies, we may limit, suspend, or terminate user accounts, prohibit access to the Website, delay or block access to Works and other content, and take technical and legal steps to keep users from accessing the Website or using the Service if, in our sole determination, such users are abusing or misusing the Service or acting inconsistently with the letter or spirit of this Agreement. We also reserve the right to block access to, suspend or cancel unconfirmed accounts or accounts that remain inactive for extended periods of time.
- Ownership; License
7.1 Your Content
(a) Except to the extent expressly granted to OZMO or to a User, you will retain all rights in and to any Works and other content you include in the Service or submit or post to the Website.
(b) When you post or submit any content to the Website (such as photographs, personal data, Works data, etc.), you automatically grant to OZMO (and its affiliates and successors):
(i) a royalty-free, fully paid-up, worldwide, perpetual, irrevocable, non-exclusive right and license (with right to sublicense through multiple tiers) to use, reproduce, modify, adapt, publish, publicly perform, publicly display, digitally display and digitally perform, translate, create derivative works from and distribute such content solely for the purposes of providing the Service, including, without limitation, for promoting and redistributing part or all of the Website (and derivative works thereof) in any media formats and through any media channels; provided that, subject to Section 7(c) below, this license shall terminate with respect to Works you submit for inclusion in the
Service when you terminate your membership; and
license under this Section 7.1(b)(ii) by emailing us at support@OZMO.com and identifying the data you wish to exclude in sufficient detail to reasonably allow OZMO to identify such data.
You also hereby grant to each other user of the Website a non-exclusive license to access such content through the Website, and to use such content solely for the purposes for which such content was posted or submitted and in accordance with the Terms.
You agree that, unless specified in a separate written agreement, you are not entitled to any compensation or reimbursement of any kind from OZMO or other users of the Website under any circumstances in connection with the licenses granted under this Section 7. You further agree that you shall have no recourse against OZMO for any alleged or actual infringement or misappropriation of any proprietary right in your communications to us or any content you upload or submit.
(d) You understand that the Website is a public forum and any content (including personal information) you post or submit to forums or other publicly accessible areas of the Website will be available to other users of the Service. OZMO cannot and does not guarantee confidentiality with respect to any such content.
7.2 Site Content The Website contains text, software, scripts, graphics, animation, audio, interactive features, trademarks, service marks, logos and other material (collectively, “Site Content”) that is protected by copyright, trademark or other proprietary rights of OZMO or third parties. Site Content is provided to you AS IS for use in connection with your use of the Service in accordance with this Agreement and the other Terms, and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise used or exploited for any other purposes whatsoever without the prior written consent of OZMO or the applicable third party. OZMO
reserves all rights not expressly granted in and to the Website and the Site Content.
- Representations and Warranties; Indemnity
8.1 You represent and warrant that (a) you are at least 18 years of age, and are able to lawfully enter into and perform this Agreement and any Commercial Use License you authorize or accept, (b) the terms of this Agreement and any Commercial Use License offered or accepted by you do not and will not violate any other agreement to which you are a party, and (c) if you are accepting this Agreement on behalf of your employer or another entity, you have full legal authority to bind such entity.
8.2 You further represent and warrant, with respect to each Work and any other content you license, post or make available through the Service, that (a) you have the rights necessary to grant the licenses granted hereunder and under any Commercial Use License, (b) all necessary legally binding releases, including without limitation model and property releases, shall have been obtained and no further releases shall be required for the licensing and use of such Work as contemplated hereunder and under the relevant Commercial Use License, and (c) you bear the sole responsibility of making any payments due to any other person who may hold rights in such Work or other content.
8.3 You hereby indemnify, and agree to defend and hold harmless OZMO and its affiliates (and their respective officers, directors, employees, agents, subsidiaries and users), from and against all claims, losses, expenses, damages and costs (including reasonable attorneys' fees) resulting or arising from (a) any violation of this Agreement by you or occurring under your account, (b) any and all matters relating to your use of, access to and/or reliance on the Website, the Service or any Works, Site Content or other content or materials accessible in connection therewith, (c) any correspondence or business dealings between you and any other user or third party found through the Service, including without limitation any licensing or other transaction between you and another user or third party with respect to a Work, or (d) any claim that any content (including any Works) provided or made available by you caused damage or loss to a third party. This indemnification obligation will survive termination of this Agreement or of your use of the Service.
- Disclaimers; Limitation of Liability
9.1 You use the Service at your own risk. The Service is offered to facilitate licensing transactions between Rightsholders and Users, and OZMO is not a party to the actual transactions between Rightsholders and Users or an agent for either Rightsholders or Users. We have no control over and do not guarantee (a) continuous or secure access to the Website, (b) the quality, safety or legality of content (including Works) offered, or the truth or accuracy of information provided, through the Service, (c) the ability of Rightsholders to grant the rights purported to be licensed, (d) the ability of Users to pay License Fees, or (e) that a Rightsholder or User will actually complete a transaction or
comply with the terms of any completed transactions. Your correspondence or business dealings with other users or other third parties found through the Service, including, without limitation, any licensing or other transactions with respect to Works, and any terms, conditions, warranties or representations associated with such dealings, are solely between you and the relevant third party. You agree that OZMO is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. Except to the extent expressly provided in this Agreement, OZMO has no obligation to and will not act as a mediator or arbitrator with respect to any dispute between or among users of the Website or the Service.
9.2 TO THE EXTENT LEGALLY PERMITTED, OZMO EXPRESSLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE WEBSITE AND THE SERVICE, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMAN-LIKE EFFORT AND NON-INFRINGEMENT. WE ARE NOT LIABLE FOR ANY LOSS OF MONEY, GOODWILL, OR REPUTATION, OR ANY DIRECT, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) RESULTING FROM, ARISING OUT OF OR IN ANY WAY RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, INCLUDING WITHOUT LIMITATION ANY CORRESPONDENCE OR BUSINESS DEALINGS (INCLUDING LICENSING TRANSACTIONS WITH RESPECT TO WORKS) BETWEEN OR AMONG YOU AND OTHER USERS OR THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR EXCLUSION OF DAMAGES, SO SUCH DISCLAIMERS AND EXCLUSIONS MAY NOT APPLY TO YOU.
9.3 TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR FAILS OF ITS ESSENTIAL PURPOSE, OUR LIABILITY IS LIMITED TO THE GREATER OF (A) THE TOTAL SERVICE FEES YOU PAID TO OZMO IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, AND (B) $100.
- Term & Termination
10.1 This Agreement is effective until terminated. Subject to Section 10.2, you may terminate this Agreement in its entirety upon thirty (30) days’ written notice by emailing OZMO at support@OZMO.com using the private messaging feature of OZMO (so we can confirm your identity) and stating your intention to terminate and the reason for such termination. Subject to Section 10.2, if you are a Rightsholder, you may terminate this Agreement with respect to a
particular Work by removing the Work from the Service using the means provided on the Website.
10.2 Termination of this Agreement for any reason in whole or as to a particular Work will not affect any licenses already granted to Users with respect to the terminated Work(s), and this Agreement shall remain in effect with respect to any such Work(s) until the expiration or termination of all Commercial Use Licenses with respect thereto. Without limiting the foregoing, you will not be relieved of any of your obligations as a Rightsholder or as a User with respect to any Commercial Use License then in effect. Further, termination of this Agreement in whole or as to a particular Work will not relieve you of your obligations to make any payments due OZMO under this Agreement or any other
agreement between you and OZMO.
10.3 OZMO reserves the right, in its sole discretion, to restrict, suspend or terminate your right to access or use all or any portions of the Service, or to change, suspend or discontinue in whole or in part the Service, at any time for any or no reason without prior notice or liability. We further reserve the right to investigate complaints or reported violations of this Agreement or of the rights of third parties, and to take any action we deem appropriate in response to such violations, including but not limited to (a) suspending or excluding Works or other content from the Service, (b) suspending or terminating user accounts, (c) blocking access to the Website, (d) reporting any suspected unlawful activity to law enforcement officials, regulators or other government officials and disclosing any information necessary or appropriate to such persons or entities relating to user profiles, e-mail addresses, posted
materials, IP addresses and traffic information, and (e) pursuing all other remedies available at law and in equity.
10.4 In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account.
10.5 All provisions of this Agreement which by their nature should survive termination shall survive the termination of this Agreement for any reason, including, without limitation, Sections 5 (Payment Terms), 7 (Ownership; License), 8 (Representations and Warranties; Indemnity) and 9 (Disclaimers; Limitation of Liability).
You may not assign this Agreement or any rights or obligations hereunder without the prior written consent of OZMO. This Agreement may be assigned in whole or in part by OZMO to any affiliate or to any successor of the business of OZMO to which this Agreement relates. This Agreement shall be binding upon the parties hereto and their respective heirs, legal representatives, successors and permitted assigns, as the case may be.
You consent to service of any required notice or process upon you by email, registered mail, overnight courier with proof of delivery notice or confirmed fax, addressed to the address or contact information provided by you
to OZMO as part of your account registration.
- Choice of Law
This Agreement shall be interpreted, construed, governed and enforced in accordance with and under the laws of the State of New York, without giving effect to the principles thereof of conflicts of law, and any claims or
disputes arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in New York County, New York, USA, and you hereby consent and submit to the personal jurisdiction of such
courts for the purpose of litigating any such action.
- Entire Agreement; Severability
This Agreement, including the other Terms, which are incorporated herein by reference, constitutes the entire agreement between you and OZMO with respect to access to and use of the Service. The