ZygoteBody Terms & Agreements

LICENSED APPLICATION END USER LICENSE AGREEMENT

1. Your use of ZygoteBody™

1.1 Your use of ZygoteBody, ZygoteBody products, ZygoteBody product lines, software, services and web sites (referred to collectively as the "Services" in this document and excluding any services provided to you by Zygote under a separate written agreement) is subject to the terms of a legal agreement between you and Zygote. "Zygote" means Zygote Media Group, Inc., whose principal place of business is at 1045 S. 500 E. #200, American Fork, Utah, 84003, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.

1.2 Unless otherwise agreed in writing with Zygote, your agreement with Zygote will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the "Universal Terms".

1.3 Your agreement with Zygote will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the "Additional Terms". Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.

1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and ZygoteBody in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the "Terms".

1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.

2. Accepting the Terms

2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.

2.2 You can accept the Terms by:

  • (A) clicking to accept or agree to the Terms, where this option is made available to you by Zygote in the user interface for any Service; or
  • (B) by setting up a user account; or
  • (C) by actually using the Services. In this case, you understand and agree that Zygote will treat your use of the Services as acceptance of the Terms from that point onwards.

2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with ZygoteBody, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.

2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.

3. Language of the Terms

3.1 Where Zygote has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with ZygoteBody.

3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.

4. Provision of the Services by Zygote

4.1 Zygote has subsidiaries and affiliated legal entities around the world ("Subsidiaries and Affiliates"). Sometimes, these companies will be providing the Services to you on behalf of Zygote itself. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.

4.2 Zygote is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which Zygote provides may change from time to time without prior notice to you.

4.3 As part of this continuing innovation, you acknowledge and agree that Zygote may stop (temporarily) providing the Services (or any features within the Services) to you or to users generally at Zygote's sole discretion, without prior notice to you even though you may have subscribed or paid for access to those Services. You also understand that the subscription fees that you pay to Zygote only give you access to use the Services (or any features within the subscribed Services) while those features are provided. You may stop using the Services at any time. You do not need to specifically inform Zygote when you stop using the Services.

4.4 You acknowledge and agree that if Zygote disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.

4.5 You acknowledge and agree that while Zygote may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by Zygote at any time, at Zygote's discretion.

5. Use of the Services by you

5.1 In order to access certain Services, you will be required to register by creating a user account, subscribing to the Services, and to paying all fees published and agreed upon between you and Zygote. You will be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as a condition to, and part of your continued use of the Services. You agree that any registration information you give to Zygote will always be accurate, correct and up to date. You also agree that if at any time, you choose to stop using the Services, you will continue to be liable to keep paying license fees throughout the subscription term initially agreed upon. In such a case, Zygote will not be responsible to reimburse you for any period of the subscription that you may have already paid for, but in which you do not to use the Services.

5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).

5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by Zygote, unless you have been specifically allowed to do so in a separate agreement with Zygote. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.

5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

5.5 The Services include different levels of usage rights and permissions dealing with content and software features. If you registered or subscribe for a ZygoteBody or ZygoteBody Premium account, you may use the Services for your own personal uses, but you may not use the Services to create derivative works such as images or videos by recording your interaction with the Services through the product interface or any other method for any purposes, including commercial purposes.

Only if you have a current and valid subscription and account of ZygoteBody Professional may you use the Service to create and publish images or videos. You understand that only with such an account or subscription, and as long as you comply with the Terms, may you use the Service to create such images or videos or use them for any purpose. You may use the images or videos you create with the Service only while your ZygoteBody Professional account is active and you comply with the Terms. For clarification, you agree to discontinue use of such images or videos that you may have previously created, immediately upon the termination of your subscription or account. You also agree and stipulate that Zygote is, and shall be, the sole and exclusive owner of any such derivative content of the Service, and agree to provide the following credit prominently with each image and video as follows:

  • Image created using ZygoteBody Professional™ zygotebody.com
  • Video created using ZygoteBody Professional™ zygotebody.com

5.6 Unless you have been specifically permitted to do so in a separate agreement with Zygote, you agree that you will not reproduce, duplicate, copy, modify, create derivative works based on, distribute, rent, lease, loan, sell, trade or resell the Services for any purpose.

5.7 You agree that you are responsible for (and that Zygote has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Zygote may suffer) of any such breach.

6. Privacy and your personal information

6.1 When you use the Services, you may provide some information about yourself to Zygote. Zygote may use this for such internal business purposes as analysis, improving products and services, marketing, and/or research. By using the Services, you agree to the use of your data for such purposes.

7. Content in the Services

7.1 You understand that all information (such as data files, written text, computer software, audio files, photographs, videos, or images) which you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".

7.2 You should be aware that Content presented to you as part of the Services, including but not limited to advertisements in the Services and sponsored Content within the Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Zygote (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Zygote or by the owners of that Content, in a separate agreement.

7.3 Zygote reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service. The Services include content intended for educational and medical purposes, including anatomical data of reproductive anatomy that may or may not be suited for all audiences. By using the Services, you agree to assume full risk and responsibility for your exposure to any or all Content to which you may gain access and for any exposure to others caused by your access to any or all Content.

8. Proprietary rights

8.1 You acknowledge and agree that Zygote (or Zygote's licensors) own all legal right, title and interest in and to the Services and works derived from the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist), including without limitation all patent, copyright, trade secret, trademark, moral rights, and mask work rights.

8.2 Unless you have agreed otherwise in writing with Zygote, nothing in the Terms gives you a right to use any of Zygote's trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

8.3 If you have been given an explicit right to use any of these brand features in a separate written agreement with Zygote, then you agree that your use of such features shall be in compliance with that agreement.

8.4 You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Services.

8.5 Unless you have been expressly authorized to do so in writing by Zygote, you agree that in using the Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9. License from Zygote

9.1 Subject to your completing registration and paying all required subscription fees, and complying with the Universal Terms, Zygote gives you a personal, worldwide, royalty-free, revocable, non-assignable and non-exclusive license to use the software as a whole provided to you by Zygote as part of the Services as provided to you by Zygote (referred to as the "Software" below). This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by Zygote, in the manner permitted by the Terms.

9.2 As a condition of your license, you may not (and you may not permit or assist anyone else to):

  • (A) reproduce, duplicate, or copy the Software (or any part thereof) or the Services (or any Content thereof), except as required during the normal operation and execution of the Software and Services;
  • (B) modify or otherwise create a derivative work of the Software (or any part thereof) or the Services (or any source content thereof);
  • (C) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code or source content of the Software or any part thereof; or
  • (D) assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software or Services, or otherwise transfer any part of your rights to use the Software or Services.

9.3 Zygote may revoke your license to use the Software or the Services at any time for violating the Universal Terms, or for good cause. You and Zygote agree that regardless of any value you may provide to Zygote, including licensing fees you may pay, your use of the Services prior to revocation shall be your consideration in exchange for Zygote’s right to revoke your license, as well as the other rights granted to Zygote under the Terms.

10. Software updates

10.1 The Software which you use may automatically download and install updates from time to time from Zygote. These updates are designed to improve, enhance and further develop the Services and may take the form of bug fixes, enhanced functions, promote new software modules and completely new versions. You agree to receive such updates (and permit Zygote to deliver these to you) as part of your use of the Services.

11. Ending your relationship with Zygote

11.1 The Terms will continue to apply until terminated by Zygote as set out below.

11.2 Zygote may at any time, terminate its legal agreement with you if:

  • (A) you have breached any provision of the Terms (or have acted in manner which clearly shows that you do not intend to, or are unable to comply with the provisions of the Terms); or
  • (B) Zygote is required to do so by law (for example, where the provision of the Services to you is, or becomes, unlawful); or
  • (C) the partner with whom Zygote offered the Services to you has terminated its relationship with Zygote or ceased to offer the Services to you; or
  • (D) Zygote is transitioning to no longer providing the Services to users in the country in which you are resident or from which you use the service; or
  • (E) the provision of the Services to you by Zygote is, in Zygote's opinion, no longer commercially viable; or
  • (F) you fail to pay relevant subscription fees.

11.3 Nothing in this Section shall affect Zygote's rights regarding provision of Services under Section 4 of the Terms.

11.4 When these Terms come to an end, all of the legal rights, obligations and liabilities that you and Zygote have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 17.7 shall continue to apply to such rights, obligations and liabilities indefinitely.

12. EXCLUSION OF WARRANTIES

12.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT ZYGOTE'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

12.3 IN PARTICULAR, ZYGOTE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT:

  • (A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,
  • (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR,
  • (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, AND
  • (D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICES WILL BE CORRECTED.

12.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

12.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZYGOTE (EITHER DIRECTLY OR INDIRECTLY) OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

12.6 ZYGOTE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY

13.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZYGOTE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

  • (A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;
  • (B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:
    • (I) ANY RELIANCE PLACED BY YOU ON THE OPERATION, EXECUTION, OR EXISTENCE OF ANY OF THE SERVICES;
    • (II) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
    • (III) ANY CHANGES WHICH ZYGOTE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);
    • (IV) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICES; OR
    • (V) YOUR FAILURE TO PROVIDE ZYGOTE WITH ACCURATE ACCOUNT INFORMATION.

13.2 THE LIMITATIONS ON ZYGOTE'S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT ZYGOTE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

14. Advertisements

14.1 Some of the Services are supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the Services, queries made through the Services or other information.

14.2 The manner, mode and extent of advertising by Zygote on the Services are subject to change without specific notice to you.

14.3 You agree that Zygote may place such advertising on the Services, in the manner, mode, and extent selected by Zygote.

15. Other content

15.1 The Services may include hyperlinks to other web sites or content or resources. Zygote may have no control over any web sites or resources which are provided by companies or persons other than Zygote.

15.2 You acknowledge and agree that Zygote is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

15.3 You acknowledge and agree that Zygote is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

16. Changes to the Terms

16.1 Zygote may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, Zygote will make a new copy of the Universal Terms and any new Additional Terms will be made available to you from within, or through, the affected Services.

16.2 You understand and agree that if you use the Services after the date on which the Universal Terms or Additional Terms have changed, Zygote will treat your use as acceptance of the updated Universal Terms or Additional Terms.

17. General legal terms

17.1 Sometimes when you use the Services, you may (as a result of, or through your use of the Services) use a service or download a piece of software, or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Terms do not affect your legal relationship with these other companies or individuals.

17.2 The Terms constitute the whole legal agreement between you and Zygote and govern your use of the Services (but excluding any services which Zygote may provide to you under a separate written agreement), and completely replace any prior agreements between you and Zygote in relation to the Services.

17.3 You agree that Zygote may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Services.

17.4 You agree that if Zygote does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Zygote has the benefit of under any applicable law), this will not be taken to be a formal waiver of Zygote's rights and that those rights or remedies will still be available to Zygote.

17.5 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

17.6 You acknowledge and agree that each member of the group of companies of which Zygote is the parent shall be third party beneficiaries to the Terms and that such other companies shall be entitled to directly enforce, and rely upon, any provision of the Terms which confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to the Terms.

17.7 The Terms, and your relationship with Zygote under the Terms, shall be governed by the laws of the State of Utah without regard to its conflict of laws provisions. You and Zygote agree to submit to the exclusive jurisdiction of the courts located within the county of Salt Lake City, Utah to resolve any legal matter arising from or related to the Terms. Accordingly, you and Zygote agree that any legal matter arising from or related to the Terms shall be resolved exclusively in the state and federal courts located within the county of Salt Lake City, Utah. Notwithstanding this, you agree that Zygote shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction in order to enforce Zygote’s intellectual property rights. 
Jan 1, 2012