ZRA & Company and its affiliates (“ZRA” or “we”) provide their content on their websites or applications that post a link to these Terms of Use (the “Site”) subject to the following terms and conditions (the “Terms”). We may periodically change the terms without prior notice, so please check back from time to time. These terms were last updated on May 7, 2018. By accessing and using this site, you agree to these terms. For an explanation of ZRA’s practices and policies related to the collection, use, and storage of our users’ information, please read our Privacy Policy.

1. Copyrights

All content and functionality on the site, including text, graphics, logos, icons, images, and videos, and the selection and arrangement thereof, as well as any concepts, know-how, tools, frameworks, software, applications, or other technology, algorithms, models, processes, and industry perspectives underlying or embedded in the aforementioned, along with any enhancements to or derivative works thereof (the “Site Content”), are the exclusive property of ZRA or its licensors and, to the extent applicable, are protected by U.S. and international copyright laws. Neither the site content nor functionality of the site may be copied, reproduced, modified, reverse-engineered, or altered (including the removal or disabling of any security or technological safeguards, disclaimers, or legends), uploaded, published, posted, transmitted, or distributed in any way without our written permission, except for those uses specified in Section 3 – Use of Site Content. All rights not expressly granted are reserved.

2. Trademarks

The trademarks, service marks, designs, and logos (collectively referred to as the “trademarks”) displayed on the site are the registered and unregistered trademarks of ZRA and its licensors. You agree that, except as expressly permitted by us (e.g., through social media sharing tools provided on the Site) or by our licensors, where applicable, you will not refer to or attribute any information to ZRA or its licensors in any public medium (e.g., press releases, websites, or public social media) for advertising or promotion purposes or for the purpose of informing or influencing any third party. You also agree that you will not use or reproduce any trademark of, or imply any endorsement by or relationship with, ZRA or its licensors.

3. Use of site content

ZRA hereby grants you a limited, non-exclusive, non-transferable, revocable license for the term hereof to access and download, display, and print one copy of the site content on any single computer solely for your internal business use. You are not allowed to modify the site content in any way (including creating derivative works thereof); you must retain all copyright and other proprietary notices displayed on the site content; and you must otherwise comply with these terms. You may not otherwise reproduce, modify, reverse engineer, distribute, transmit, post, or disclose the site content without ZRA’s prior written consent. In addition, you may not “mirror” the site content or any portion thereof without ZRA’s express written consent. Nothing on this site should be construed as directly or indirectly granting, or by implication, any license or right to use any ZRA intellectual property other than as expressly set forth herein. The license granted in this section terminates automatically and immediately if you do not comply with these terms.

4. User postings

You acknowledge and agree that ZRA shall own and have the unrestricted right to use, publish, and otherwise exploit all information that you post or otherwise publish on the site in postings, forums, message boards, questionnaires, survey responses, and otherwise. As soon as you send us a submission, you automatically give us a worldwide, non-exclusive, transferable, assignable, sublicensable, fully paid-up, royalty-free, perpetual, irrevocable license and right to use, reproduce, publish, distribute, modify, and otherwise exploit that submission for any purpose and in any form or media, if it does not break the law. In addition, you hereby waive any claims against ZRA for any alleged or actual infringements of rights of privacy or publicity, intellectual property rights, moral rights, or rights of attribution in connection with ZRA’s use and publication of such submissions.

ZRA does not guarantee or support the reliability or accuracy of any information that users post to the website. Additionally, ZRA is not liable for any information that users post to the website because it cannot and does not review all of it. However, ZRA reserves the right to refuse to post and to remove any information, in whole or in part, for any reason or for no reason.

5. Notices of infringement and takedown by ZRA

ZRA prohibits the posting of any information that infringes or violates the copyright rights and/or other intellectual property rights (including rights of privacy and publicity) of any person or entity. If you believe that your intellectual property rights (or those you are responsible for enforcing) have been infringed by any content on the Site, please contact ZRA at the address provided below. Your written statement should include: (a) identification of the copyrighted work and/or intellectual property right claimed to be infringed; (b) identification of the allegedly infringing material on the Site that you request to be removed; (c) your name, address, daytime telephone number, and email address if available; (d) a statement affirming your good faith belief that the use of the copyrighted work and/or exercise of the intellectual property right is not authorized by the owner, its agent, or the law; (e) a statement attesting to the accuracy of the information in the notification and, under penalty of perjury, confirming that the signatory is authorized to act on behalf of the owner. The right that is allegedly infringed; and (f) the signature of the intellectual property right owner or someone authorized on the owner’s behalf to assert infringement of the right. ZRA will remove any posted submission that infringes the copyright or other intellectual property rights of any person under U.S. law upon receipt of such a statement (or any statement in conformance with 17 U.S.C.). 512(c)(3). U.S. law imposes significant penalties for submitting such a statement falsely. Under appropriate circumstances, individuals who repeatedly submit infringing or unlawful material will be prohibited from making further posts. ZRA’s contact for submission of notices under this Section 5 is the Legal Department of ZRA & Company, Inc., located at 711 Third Avenue, New York, New York 10017.

6. Disclaimers

The content and functionality on the site are provided with the understanding that ZRA is not engaged in rendering professional advice or services to you. No site content is intended to serve as or shall be deemed investment, legal, tax, accounting, or other regulated advice. You shall remain solely responsible for your use of all site content and acknowledge that any reliance upon the site content shall be entirely at your sole option and risk. All content and functionality on the site are provided “as is,” without warranty of any kind, either express or implied, including, without limitation, implied warranties of merchantability and fitness for a particular purpose. ZRA and its third-party content providers make no warranties, express or implied, as to the ownership, accuracy, or adequacy of the site’s content. ZRA shall have no liability or responsibility for any information published on linked websites, contained in any user submissions published on the site, or provided by third parties. No matter what the theory of liability is, neither ZRA nor its third-party content providers will be responsible for any indirect, incidental, consequential, punitive, or other damages or losses, nor for lost revenues or profits. This is true even if they were aware of the possibility of such damage or losses.

7. Indemnification

You hereby indemnify, defend, and hold harmless ZRA and all of its predecessors, successors, parents, subsidiaries, affiliates, officers, directors, shareholders, investors, employees, agents, representatives, and attorneys and their respective heirs, successors, and assigns (“ZRA Indemnified Parties”) from and against any and all liability, expenses, costs, or other losses (“Losses”) incurred by ZRA and/or ZRA Indemnified Parties in connection with any claims arising out of your use of the Site and/or any breach by you of these Terms, including the representations, warranties, and covenants you made, if any, by agreeing to these Terms. ZRA reserves the right to assume, at its own expense, the exclusive defense and control of any matter that would otherwise be subject to indemnification by you.

8. Third-party websites & Providers

We may provide links to third-party websites, and some of the content appearing on this site is supplied, supported, or provided directly or indirectly by third parties. For example, in instances of framing third-party websites or incorporating content supplied by third-party servers through framesets. ZRA has no responsibility for these third-party websites, as they are governed by the terms of use and privacy policies, if any, of the respective third-party content providers.

9. Governing law; jurisdiction

Without regard to the principles of conflicts of laws, the laws of the State of Maryland govern these terms.