6. Intellectual Property.

6.1 Proprietary Rights.

 You acknowledge and agree that, other than for (i) information, data, text, videos, music, voice and other audio, photographs, logos, graphics, icons or other images (collectively, “Content”) which is uploaded by you to the Website and which you own or is duly licensed by third parties, or (ii) Content created by you using the Website’s Ad generation tool (collectively, “Your Content”), Operator owns all right, title and interest (including without limitation all copyright, trademark, patent, trade secret and other intellectual property rights) in and to the Website (including without limitation all Content appearing therein), and that you have no rights in and to the Website other than as expressly set forth herein. Except as expressly permitted by applicable law or as expressly authorized by the owner of any Content in writing and except for Your Content, you acknowledge and agree not to use, copy, modify, rent, lease, loan, sell, distribute, transmit, broadcast, republish or publicly perform any Content (in whole or in part), or to create derivative works based on any Content (either in whole or in part) or otherwise to use Content for any public or commercial purpose, other than as expressly permitted in the Agreement.

6.2 Rights in Your Content.

You agree that you are responsible for protecting and enforcing any rights in and to Your Content and that Operator has no obligation to do so on your behalf. You agree that you are solely responsible for (and that Operator has no responsibility to you or to any third party) any of Your Content that you create, transmit or display while using the Website and for the consequences of your actions (including any loss or damage which Operator may suffer) by doing so. You agree that (i) the provision of Your Content by you in no way imposes any obligation on Operator, and that Operator shall not be liable for any use or disclosure of any Your Content; (ii) all of Your Content shall be accurate and shall not violate the copyright, trademark, patent, trade secret or other intellectual property or other right of any third party; (iii) you shall be solely responsible to ensure that Your Content does not violate any other third party rights (including, without limitation, rights based upon invasion of privacy, defamation, false light, or right of publicity), and you hereby waive any claim you may have with respect to any of the foregoing, and (iv) you shall pay for all royalties, fees and any other monies owing any person by reason of any Your Content. You retain copyright and any other rights you already hold in Your Content which you submit, post, display or create on or through, the Website or in connection with any Publisher.

6.3 Offensive Content.

You understand that by using the Website you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you agree to use the Website at your own risk.

6.4 Name, Image, and Likeness.

Without limiting any of the foregoing, you agree that if Your Content includes the name, image or likeness of any person, you represent and warrant that you have the exclusive and irrevocable right to exploit, and to permit others to exploit, the name, image and likeness of such person, and to use any photograph and/or other image of such person, however reproduced or depicted, in your sole discretion and free and clear of any obligation of compensation to you or anyone else, and you hereby transfer all such rights to Operator.

6.5 Trademarks.

Unless otherwise indicated, all names, graphics, designs, logos, page headers, button icons, scripts, commercial markings, trade dress, and service names appearing as part of the Website are Operator’s trademarks or those of our licensors, sponsors, suppliers, advertisers or otherwise belongs to the third parties owning such trademarks (collectively, the "Trademarks") and are protected by the trademark laws of the United States and/or other jurisdictions. Except as expressly permitted by applicable law, you agree not use any Trademarks in any manner, including without but not limited to distribution of Content for advertising or publicity or otherwise, without our prior written consent or the consent of such third party trademark holder, as applicable. Unless you have been expressly authorized to do so in writing by such appropriate third party, you agree that in using the Website you will not use any Trademark 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.

6.6 Removal of Notices.

You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained within any Content, and that you will abide by all such notices.

6.7 Copyright Agent.

Operator respects the rights of all copyright holders, and it is Operator’s policy to respond to notices of alleged copyright infringement that comply with applicable intellectual property law and to terminate your Account if you are a repeat infringer. The Digital Millennium Copyright Act of 1998 (the “DMCA”), 17 U.S.C. §512, provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe that your work has been copied and posted on a website operated by Operator in a way that constitutes copyright infringement, please provide Operator’s copyright agent (as indicated below) with the following information: (a) an electronic or physical signature of the copyright owner or of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of where the material that you claim is infringing is located on the website operated by Operator; (d) your address, telephone number, and e-mail address; (e) a written 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 are authorized to act on the copyright owner's behalf. Any notification by a copyright owner or a person authorized to act on such copyright owner’s behalf that fails to comply with requirements of the DMCA shall not be considered sufficient notice and shall not be deemed to confer upon Operator actual knowledge of facts or circumstances from which infringing material or acts are evident. Operator’s copyright agent for notice of claims of copyright infringement can be reached as follows:

Name:         Copyright Agent
Address:     Yureekah Inc., 185 West End Avenue, Ste. 5H, New York. NY 10023.
Telephone: (646) 415-9219
Fax:            (212) 202-7791
Email:          contact@zimblee.com

We suggest that you consult your legal advisor before filing a notice with Operator’s copyright agent. You should note that there can be penalties for false claims under the DMCA, and that Operator will, in appropriate circumstances, terminate the right of those who infringe the rights of copyright holders to interact with certain portions of the Website.

7. Review of Content; Usage Restrictions.

7.1 Quality and Review of User Content.

You acknowledge and agree that Operator does not and shall not have any obligation to review any of Your Content, and therefore we do not guarantee the accuracy, integrity or quality of Your Content and we cannot and do not assure that harmful, inaccurate, deceptive, offensive, threatening, defamatory, unlawful or otherwise objectionable Content will not be provided to the Website or be viewable by you. Notwithstanding the foregoing or anything to the contrary herein, you acknowledge and agree that Operator (i) has the absolute right (but not the obligation) to pre-screen, review, flag, filter, monitor or refuse any of Your Content, in whole or in part, for any reason or for no reason, (ii) has the absolute right to disclose any of Your Content and the circumstances surrounding their transmission to any third party in order to satisfy any applicable law, regulation, legal process or governmental request and to protect ourselves, our service providers or other third parties, all in our sole discretion.

7.2 Reporting Violations.

You agree that you shall immediately notify Operator in writing of any Content you view through the Website that you deem to be offensive, inappropriate or otherwise a violation of the Agreement.

7.3 Usage Restrictions.

You agree that you shall not (and you shall not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, translate, adapt or decompile (or attempt to translate, adapt or decompile) or otherwise attempt to extract any software underlying any of the Website.

You further agree not use the Website in any manner that:

(a) is designed to interrupt, or destroys or limits the functionality of, any computer software or hardware or telecommunications equipment;

(b) interferes with or disrupts the Website, websites connected to the Website, or otherwise interferes with operations or services of the Website in any way;

(c) infringes any copyright, trademark, trade secret, patent or other right of any party (including the promoting of an illegal or unauthorized copy of another person's copyrighted work), or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);

(d) is false, misleading, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable, as determined by Yureekah in our sole discretion;

(e) causes us to lose (in whole or part) the services of our internet service providers or other suppliers;

(f) consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; causes us to lose (in whole or part) the services of our internet service providers or other suppliers;

(g) links to materials or other content, directly or indirectly, to which you do not have a right to link;

(h) violates, or encourages others to violate, the Agreement;

(i) violates, or encourages others to violate, any applicable local, state, national, or international law; or

(j) schedules or launches a Campaign with any publisher who is not a Publisher as defined in the Agreement.

8. Licenses.

8.1 Operator's License to You.

 Operator grants you a personal, non-exclusive, non-assignable and revocable license to use the Website, subject to the terms and conditions of the Agreement. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Website as provided by Operator, in the manner permitted by the Agreement, but not in any manner which competes with Operator. You agree not to use any portion of the Website except for as expressly provided in the Agreement.

8.2 Your Licence to Operator.

 By submitting Your Content to us, you automatically grant, and represent and warrant that you have the right to grant to Operator, a non-exclusive, perpetual, irrevocable, sublicensable (through multiple tiers), assignable, fully paid, royalty free, worldwide license to use, reproduce, modify, adapt, publish, publicly display, publicly perform, distribute, communicate to the public, distribute (through multiple tiers), perform, display, or create derivative works of or incorporate into other works, Your Content (in whole or in part) as reasonably required by Operator (as determined in our sole discretion) to (i) perform our obligations under this Agreement; (ii) include Your Content in our promotional materials, (iii) transmit or distribute Your Content over various public networks and in various media as described in the Agreement; and (iv) make such changes to Your Content as are necessary to conform and adapt Your Content to the technical requirements of connecting networks, devices, services or media, including without limitation Publisher requirements.

9. Third Parties.

Your participation, correspondence or business dealings with any third party found on or through the Website regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that Operator shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.

10. Links.

Operator may provide links to websites of possible interest to you. Because we have no control over such websites, you acknowledge and agree that we are not responsible for the availability of such websites and do not endorse and are not responsible or liable for any content, advertising, services, products, or other materials on or available from such websites. You also acknowledge and agree that Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, advertising, services, products, or other materials on or available from such websites. You agree that all of your activity on or in connection with any such website shall be subject to the policies and procedures of the owner of such websites.

11. Representations, Warranties and Covenants.

You represent and warrant that (i) you have all rights, power and the full legal authority to enter into the Agreement on your behalf or on behalf of your employer, as the case may be, (ii) you have read the Agreement and shall comply with all of your obligations under the Agreement, (iii) no Ad created or otherwise uploaded to Zimblee by you shall infringe any copyright, trademark, trade secret, patent or other right of any party or shall defame or invade the publicity rights or the privacy of any person, living or deceased (or impersonates any such person), and (iv) the Agreement is enforceable against you in accordance with its terms and conditions.

12. DISCLAIMER OF WARRANTIES.

12.1 YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK AND THAT THE WEBSITE IS PROVIDED "AS IS", “WHERE IS” AND "AS AVAILABLE". NEITHER YUREEKAH, NOR ANY OF ITS AFFILIATES, SUBSIDIARIES AND EACH OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, AND ASSIGNS (COLLECTIVELY, THE &ldq AND THAT THE WEBSITE IS PROVIDED "AS IS", “WHERE IS” AND "AS AVAILABLE". NEITHER YUREEKAH, NOR ANY OF ITS AFFILIATES, SUBSIDIARIES AND EACH OF THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, LICENSORS, AND ASSIGNS (COLLECTIVELY, THE “OPERATOR PARTIES”) ASSUMES ANY RESPONSIBILITY FOR YOUR USE OF THE WEBSITE INCLUDING WITHOUT LIMITATION ALL CONTENT PROVIDED THROUGH THE WEBSITE, AND MAKES NO PROMISES, GUARANTEES, PREDICTIONS OF SUCCESS OR ANY CLAIMS TO SPECIAL EXPERIENCE, INSIGHT, OR EXPERTISE IN ENABLING YOU TO MAKE USE OF THE WEBSITE’S FUNCTIONALITY. NOTHING IN THE AGREEMENT SHALL CREATE ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION. IN PARTICULAR, EACH OF THE YUREEKAH PARTIES EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION THAT (I) YOUR USE OF THE WEBSITE WILL MEET YOUR REQUIREMENTS, (II) YOUR USE OF THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERRORS OR OMISSIONS, (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE, (IV) WE WILL ISSUE UPDATES OR ENHANCEMENTS FOR ANY PORTION OF THE WEBSITE, OR (V) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY PORTION OF THE WEBSITE WILL BE CORRECTED.

12.2 YOU FURTHER ACKNOWLEDGE AND AGREE THAT (I) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR SOLE 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 OR OTHER USE OF ANY SUCH MATERIAL, (II) NONE OF THE OPERATOR PARTIES ENDORSES OR IS RESPONSIBLE FOR ANY CONTENT (INCLUDING WITHOUT LIMITATION ANY AD) APPEARING THROUGH THE WEBSITE OR THROUGH ANY PUBLISHER, AND (III) NONE OF THE OPERATOR PARTIES IS RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF YOUR INTERACTION WITH ANY OF THE OPERATOR PARTIES, ANY PUBLISHER OR OTHER THIRD PARTY ARISING OUT OF YOUR USE OF THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM OPERATOR OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT. NONE OF THE OPERATOR PARTIES SHALL HAVE ANY LIABILITY, OBLIGATION OR RESPONSIBILITY TO YOU OR ANY OTHER PERSON FOR ANY LOSS, DAMAGE, OR ADVERSE CONSEQUENCE ALLEGED TO HAVE HAPPENED DIRECTLY OR INDIRECTLY THROUGH YOUR USE OF THE WEBSITE INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT. SPECIFICALLY, EACH OF THE OPERATOR PARTIES DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE IN CONNECTION WITH YOUR USE OF THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY CONTENT APPEARING TROUGH OR DELIVERED IN CONNECTION WITH THE WEBSITE.

13. LIMITATION OF LIABILITY.

13.1 IN NO EVENT SHALL ANY OF THE OPERATOR PARTIES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE (INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT OBTAINED FROM OR THROUGH THE WEBSITE), WHETHER CAUSED AND UNDER ANY THEORY OF LIABILITY, INCLUDING WITHOUT LIMITATION ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, OR ANY OTHER INTANGIBLE LOSS OR DAMAGE. WITHOUT LIMITING THE FOREGOING, NONE OF THE OPERATOR PARTIES SHALL BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF (I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADS, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY PUBLISHER, (II) ANY CHANGES WHICH OPERATOR MAY MAKE TO THE WEBSITE, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE WEBSITE (OR ANY FEATURES CONTAINED ON THE WEBSITE), (III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE WEBSITE, (IV) YOUR FAILURE TO PROVIDE OPERATOR OR OUR THIRD PARTY PROVIDERS WITH ACCURATE ACCOUNT INFORMATION, OR (V) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

13.2 IN NO EVENT SHALL ANY OF THE OPERATOR PARTY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE EXCEED THE LESSER OF (I) THE CUMULATIVE AMOUNT OF THE FEES PAID TO OPERATOR (IF APPLICABLE) BY YOU OVER THE SIX (6) MONTH PERIOD PRECEDING ANY CLAIM UNDERLYING SUCH LIABILITY, OR (II) FIFTY THOUSAND RUPEES (50,000 Rs).

13.3 THE LIMITATIONS ON THE LIABILITY OF ANY OPERATOR PARTY TO YOU IN THIS SECTION 14 SHALL APPLY WHETHER OR NOT ANY SUCH OPERATOR PARTY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS IN SECTIONS 13 OR 14 HEREOF MAY NOT APPLY TO YOU.

14. Indemnification.

You agree to indemnify, defend and hold harmless each of the Operator Parties from any and all third party claims, actions, demands and damages (direct and indirect) of every kind and nature, and all resulting costs, liabilities, damages and expenses, including without limitation reasonable attorneys’ fees and disbursements, due to or arising out of your breach of any of your representations, warranties, covenants or obligations under the Agreement. You shall provide Operator with prompt written notice of any claim covered by this Section 15, and you shall have the right and duty to assume the control of the defense thereof with counsel reasonably acceptable to Operator, and Operator may take part in such defense at its own expense after you assume the control thereof. You agree not to enter into any settlement that any of the Operator Parties believes is adverse to its interests without receiving the prior written consent of such party. None of the Operator Parties shall not be obligated to participate in any settlement which such party reasonably believes would have a material adverse effect on such party’s business interests.

15. Privacy.

Operator views the protection of your privacy as an important responsibility. The terms regulating the handling of personally identifiable information (“PII”) and other information by you in connection with the Website is described in our Privacy Policy, which can be found at www.zimblee.com/privacypolicyOperator views the protection of your privacy as an important responsibility. The terms regulating the handling of personally identifiable information (“PII”) and other information by you in connection with the Website is described in our Privacy Policy, which can be found at www.zimblee.com/privacypolicy . By using the Website, you consent to the collection and use of your PII by us as described in the Privacy Policy.

16. Operator from you shall be given by electronic mail with a copy by certified postal mail, postage prepaid and return receipt requested, to: Yureekah™ Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19901 or Yureekah™ Software Technologies Pvt. Ltd. 2nd Floor D Wing, S. No. 1A Krishna Kewal Nagar, Kondwa, Pune 411048. Notice shall be deemed given (i) upon receipt by you of any notice by Operator, and (ii) upon seven (7) days after the date of such a mailing by you to Operator.

17. Governing Law; Jurisdiction; Timely Filing of Claims.

The Agreement shall be governed by and construed under the internal laws of the State of Delaware, and Maharashtra, excluding conflict of law provisions thereof. The parties agree to personal and exclusive jurisdiction by and venue in the courts located within the city of Dover, state of Delaware, or the city of Pune, state of Maharashtra and to receive service of process through certified mail or by other means sanctioned by law, and the parties expressly waive any claim of improper venue and any claim that such courts are an inconvenient forum. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE AND MUST BE FILED IN A COURT IN THE CITY OF DOVER, STATE OF DELAWARE OR IN THE CITY OF PUNE, STATE OF MAHARASHTRA.

18. Assignment.

You agree not to resell or assign your rights or obligations under the Agreement. You agree that the Agreement may be automatically assigned by Operator, in its sole discretion, to any third party.

19. Validity; Section Headings.

If any provision of the Agreement is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect. Section headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

20. Waiver.

Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. You agree that if Operator does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which Operator has the benefit of under any applicable law), this will not be taken to be a formal waiver of Operator’s rights and that those rights or remedies will still be available to Operator.

21. Entire Agreement.

The Agreement and each IO sets forth the entire understanding and legal agreement between you and Operator with respect to the subject matter hereof, govern your use of the Website, and completely replace any prior agreements between you and Operator in relation to the Website.

22. Survival.

The provisions of the Agreement will survive termination or expiration to the extent necessary to carry out the intentions of you and Operator.

23. Contact Us.

If you have any questions or concerns regarding the Website, please contact us by e-mail at contact@zimblee.com or write to us at 160 Greentree Drive, Suite 101, Dover, Delaware 19901 or 2nd Floor D Wing, S. No. 1A Krishna Kewal Nagar, Kondwa, Pune 411048.