ZHealth Publishing Member Agreement

This is a legally binding agreement. Please read these terms and conditions carefully. By accepting this agreement, you acknowledge your agreement to be bound by these terms and conditions. If you do not agree to these terms and conditions, do not accept the agreement.

Last Updated March 20, 2013

By registering for use of the members-only features of the web site located at zhealthpublishing.com (the “Service”), you are entering into a binding contract (this “Member Agreement”) with ZHealth Publishing LLC (“ZHP”), so you should read these terms carefully. You represent that you are at least 18 years of age and that the information indicated in the online registration process for use of the Service (the “Registration”) is true and complete. The Registration is incorporated in and made a part of this Member Agreement.

ZHP’s Privacy Policy (available here) and the web site Terms of Use (available here), each as amended from time to time, are incorporated herein and made a part of this agreement. In the event of a conflict between the terms of this Member Agreement and the Privacy Policy or Terms of Use, the terms of this Member Agreement will take precedence.

ZHP may change the terms of this Member Agreement. If ZHP makes material changes or revisions to the Member Agreement, we will provide notice to you by e-mail thirty days in advance. If you do not agree to the changes proposed by ZHP, or to any of the terms in this Member Agreement, your only remedy is to cancel your membership for the Service as provided below, in which case any unused subscription fee you have paid will be refunded to you, prorated for the time remaining on the term of your subscription.

ZHP hereby grants to you a personal, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Service only as specifically set forth in this agreement. ZHP reserves for itself and its licensors any rights not expressly granted in this agreement.

You acknowledge and agree that you do not acquire any ownership rights to the Service through this agreement or by your use of the Service. As between you and ZHP, ZHP has and retains exclusive ownership of the Service and all intellectual property and proprietary rights therein. You acknowledge that the foregoing constitute valuable assets and may constitute trade secrets of ZHP. You acknowledge that you may suggest improvements and/or communicate to ZHP ideas, inventions, discoveries, or concepts (“Ideas”) during the term of this agreement and that you and ZHP may discover or create the Ideas jointly, and you agree that any such Idea shall be and remain solely the property of ZHP and may be used and sold, licensed, or otherwise provided by ZHP to third parties, or published or otherwise publicly disclosed, in ZHP's sole discretion without notice, attribution, payment of royalties, or liability to you. You hereby assign to ZHP any and all of its right, title, and interest in and to any such Ideas.

When you accept this Member Agreement and complete the ZHP registration process, ZHP provides you with a user name that you select. Your user name is your online identity. You may not use a user name that is used by someone else, and your user name cannot be vulgar or be used in any way that, in ZHP’s sole determination, violates the this Member Agreement or the Terms of Use.

You are responsible for all activity on your account and violations of this Member Agreement can lead to termination of the account. Each account is authorized for use solely by the named person that was registered with the account, and the account is not to be used by others. You agree not to reveal your password to other users and you agree to indemnify and hold ZHP harmless for any use of your account by any third party.

The answers to many common billing questions can be found by going to the section entitled “ZHealth FAQ” or you can email us at charlenek@zhealthpublishing.com. ZHP reserves the right to change its fees or billing methods at any time. Any change to fees or billing methods would only apply to future renewal terms, except to the extent that guaranteed pricing has been provided subject to certain promotional offerings, and ZHP will provide notice of any such change by e-mail at least thirty days in advance. If you select to pay for membership to the Service using a credit card, during the registration process or otherwise, you acknowledge and agree that ZHP is authorized to charge your credit card any amounts due under this Member Agreement. All payments shall be paid to ZHP within 30 days of the date on your account statement. You will pay ZHP a service charge equal to the lesser of 1.5% per month or the maximum lawful charge on any overdue balance. ZHP has the right to suspend or terminate access while any overdue amounts remain outstanding. You also agree to pay any outstanding balances if you cancel your membership or it is suspended or terminated by ZHP. You agree to reimburse ZHP for its reasonable attorney fees and other expenses incurred in attempting to collect any overdue payments. You are responsible for all charges incurred, including applicable taxes and purchases made under your account. Some charges may accumulate on your account before they are charged to your card. You agree to pay when due (and ZHP at its discretion may collect and pay on your behalf) all taxes, levies, or assessments based on or in any way measured by this Membership Agreement or the Service other than taxes based on ZHP’s net income, but including sales and use taxes and personal property taxes.

You should let us know about any billing problems or discrepancies within 60 days after they first appear on your account statement. If you do not bring them to ZHP’s attention within 60 days, you agree that you waive your right to dispute such problems or discrepancies.

You may not do any of the following: (a) provide your login information to anyone else or allow anyone to login to the Service using your login information; (b) rent, lease, resell, assign, or otherwise transfer rights or access to the Service; (c) distribute, copy, reproduce, display, republish, or transmit any portion of the Service; (d) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based upon the Service or any software or programming related thereto; (e) “frame” or “mirror” any portion of the Service; (f) use any robot, spider, other automatic device, or manual process, to “screen scrape,” monitor, “mine,” or copy any portion of the Service; (g) use any device, software, methodology, or routine to interfere with the proper working of the Service or servers or networks connected to the Service; (h) access data of which you are not an intended recipient or log into a server or account on a network related to the Service that you are not expressly authorized to access; (i) harvest or collect information about other users of the Service; (j) restrict or inhibit any other person from using the Service, including without limitation by means of "hacking" or defacing any portion of the Service; or (k) attempt to do, or assist anyone else with doing or attempting, any of the foregoing.

THE SERVICE AND ALL CONTENT AND SERVICES PROVIDED OR TO BE PROVIDED THROUGH THE SERVICE OR UNDER THIS AGREEMENT ARE PROVIDED “AS-IS” AND “AS AVAILABLE.” ZHP DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE SERVICE. ZHP DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SERVICE OR ANY PART OF IT, INCLUDING ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT ZHP KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR OTHERWISE IS IN FACT AWARE OF ANY SUCH PURPOSE), WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE, BY COURSE OF DEALING, OR OTHERWISE. WITHOUT LIMITING THE FOREGOING, ZHP DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR (I) THE ACCURACY, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR CONTENT IN OR RELATING TO THE SERVICE, (II) THE DELETION, FAILURE TO STORE, MIS-DELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR CONTENT, AND (III) HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR CONTENT FROM THE SERVICE.

Due to the continual development of new techniques for intruding upon and attacking networks, ZHP does not warrant that the Service, or any equipment, system, or network on which it is used or accessed, will be free of vulnerability to intrusion or attack.

You agree that you shall use the Service only in a manner that complies with all applicable laws in the jurisdictions in which you use the Service and that your use of the Service is subject to all applicable local, state, national, and international laws and regulations.

ZHP’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICE AND ANY CONTENT OR PRODUCT PROVIDED OR USED BY ZHP SHALL BE THE CANCELATION OF YOUR ACCOUNT AND TERMINATION OF THIS MEMBERSHIP AGREEMENT AS PROVIDED HEREIN.

ZHP SHALL NOT BE LIABLE TO YOU (NOR TO ANY PERSON CLAIMING RIGHTS DERIVED FROM THE YOUR RIGHTS) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF OR DAMAGE TO DATA, LOSS OF BUSINESS, OR OTHER ECONOMIC DAMAGE), WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER ZHP WAS ADVISED, HAD OTHER REASON TO KNOW, SHOULD HAVE ANTICIPATED, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. IN NO EVENT SHALL ZHP'S AGGREGATE LIABILITY TO YOU (INCLUDING LIABILITY TO ANY PERSON OR PERSONS WHOSE CLAIM OR CLAIMS ARE BASED ON OR DERIVED FROM A RIGHT OR RIGHTS CLAIMED BY OR THROUGH YOU), WITH RESPECT TO ANY AND ALL CLAIMS AT ANY AND ALL TIMES ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT, IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED $10. THE PROVISIONS OF THIS PARAGRAPH ARE INDEPENDENT OF, SEVERABLE FROM, AND TO BE ENFORCED INDEPENDENTLY OF ANY OTHER ENFORCEABLE OR UNENFORCEABLE PROVISION OF THIS AGREEMENT.

You agree to indemnify and hold harmless ZHP and its officers, directors, employees, and agents for any violation by you of the terms of this agreement.

You may cancel your membership and terminate this agreement at any time for any reason by notice to ZHP by e-mail to info@zhealthpublishing.com, but except as expressly provided above regarding a change to this Membership Agreement by ZHP, ZHP will not refund any portion of any subscription fee you have paid, and you will be responsible for payment of any fees, surcharges, or costs incurred before you cancel your membership. If refunds are requested after 60 days, a 3% service charged will be deducted from the refund. ZHP may cancel your membership and terminate this agreement at any time for any reason by notice to you by e-mail at the e-mail address associated with your account, in which case any unused subscription fee you have paid will be refunded to you, prorated for the time remaining on the term of your subscription unless ZHP’s termination is for your breach of this Membership Agreement. If your membership is cancelled near the end of your billing period and you inadvertently are charged for the next month’s fee, contact ZHP at 615.873.1111 to have the charges reversed.

This Membership Agreement shall be construed and enforced in accordance with the laws of the state of Tennessee (other than its conflicts of law provisions) and venue shall be exclusively in the federal or state courts sitting in Nashville, Tennessee.

This Membership Agreement will be binding upon and inure to the benefit of the parties and their successors and assigns. Except as otherwise expressly provided herein, this Membership Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between the parties with reference thereto will be of any force or effect. The failure of either party at any time to require performance by the other party of any provision of this Membership Agreement shall in no way affect the right of such party to require performance of that provision. Any waiver by either party of any breach of this Membership Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this agreement. If any provision of this Membership Agreement is ruled wholly or partly invalid or unenforceable by a court or other body of competent jurisdiction, then (i) the validity and enforceability of all provisions of this agreement not ruled to be invalid or unenforceable will be unaffected; (ii) the effect of the ruling will be limited to the jurisdiction of the court or other body making the ruling; (iii) the provision held wholly or partly invalid or unenforceable shall be deemed amended, and the court or other body is authorized to reform the provision, to the minimum extent necessary to render them valid and enforceable in conformity with the parties' intent as manifested herein; and (iv) if the ruling or the controlling principle of law or equity leading to the ruling subsequently is overruled, modified, or amended by legislative, judicial, or administrative action, then the provision in question as originally set forth in this Membership Agreement shall be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.

Information for California Residents

Under California Civil Code Section 1789.3, California Members are entitled to the following specific consumer rights information:

Pricing Information: Current rates for using ZHP Online may be obtained by calling or emailing us at info@zhealthpublishing.com. ZHP reserves the right to change fees, surcharges, and monthly membership fees or to institute new fees at any time upon thirty (30) days prior notice, as provided for in this Member Agreement.

Complaints: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814.