Last updated: April 2018

1. ACCEPTANCE

This website is operated by Zelos, LLC, located at zelosllc.com and pathz.work (together, the “Site”). This page (“Notice”) governs your use of the Site and the content, information and services provided through the Site. Please review this Notice carefully. By accessing, browsing, or using the Site (“Use”), you (collectively, “You,” “you,” “User,” or “user”) represent that you are over 18 years of age and acknowledge acceptance of the terms and conditions listed in these Terms of Use (“Terms” or “Terms of Use”). If you do not accept the terms and conditions listed in these Terms of Use, please do not use the Site. The operator of this Site (“Zelos”) reserves the right to update these Terms of Use from time to time in its sole discretion. You should review this Notice periodically for updates and changes. Each time you use this Site, your agreement to be bound to these Terms of Use, and to the Privacy Notice (defined below), is renewed, which includes any modified terms and conditions. Additional terms of use may apply when you are accessing a local Site. Please review the Site you are accessing for additional terms.

2. OWNERSHIP/LICENSE OF ZELOS SITE CONTENT

We are the owner or licensee of all of the content contained on the Site (which includes, without limitation, all graphics, text, images, photographs, videos, illustrations, and the design, selection and arrangement thereof). For purposes hereof, “Content” means all materials and content, including designs, editorial, text, graphics, audiovisual materials, multimedia elements, photographs, videos, music, sound recordings, reports, documents, software, information, formulae, patterns, data and any other work. The Site is protected by copyright and/or trademark and/or other proprietary intellectual property rights, which are owned or licensed by us, and are protected under United States and international intellectual property laws. By using the Site, you acknowledge that you do not acquire any ownership rights to the Site or any of its Content. Zelos grants you a limited, non-exclusive, non-transferable, non-assignable, revocable license to view and temporarily download a copy of the materials displayed on the Site solely for your personal and non-commercial use for yourself. All materials displayed or made available on the Site, including, but not limited to, graphics, documents, text, images, sound, video, audio, artwork, software, and programming code, (collectively, the “Site Material”) are the exclusive property of Zelos, its clients or licensors. The Site Materials are protected by U.S. copyright laws and any other applicable intellectual property rules, regulations, and laws. Except as expressly permitted herein, you may not (i) use, copy, modify, display, delete, distribute, download, store, reproduce, transmit, publish, sell, re-sell, adapt, reverse engineer, or create derivative works of the Site Material, or (ii) use the Site Material on other web sites or in any media, e.g., social media or networking environment, without our prior written consent. All Zelos or Pathz trademarks, service marks, and logos (the “Marks”) displayed on the Site are exclusive property of Zelos or its respective clients. You shall not use the Marks in any manner without the prior written consent of Zelos.

3. USER LICENSE/CODE OF CONDUCT

On the Site, we may host a forum, blog, chat area, message board or other function in which you may post your own Content or interact with others (“Forum”). By posting any Content on the Site (“Submissions”) you grant Zelos the perpetual, royalty-free right and license to publish and distribute the Submissions throughout the world on and in connection with the Site and Forum and in any other media.

You may not use the Site to:

Post, transmit or otherwise make available through the Site any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) a virus, worm, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).

Post, transmit, or otherwise make available through the Site any material protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.

Use the Site for any commercial purpose or otherwise use the Site for processing data or other information on behalf of any third party.

Use the Site for any purpose that is fraudulent or otherwise tortious or unlawful.

Interfere with or disrupt the operation of the Site or the servers or networks used to make the Site available, including by hacking or defacing any portion of any of the Site; or violate any requirement, procedure or policy of such servers or networks.

Restrict or inhibit any other person from using the Site.

Create or share Content without first obtaining any necessary permissions from third parties or otherwise use the Site to post or transmit any information that you do not have the right to provide; that would violate any applicable law or regulation; or that would violate, infringe or misappropriate any third party right or interest.

Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the Site except as expressly authorized herein, without our express prior written consent.

Reverse engineer, decompile or disassemble any portion of any of the Site, except where such restriction is expressly prohibited by applicable law.

Remove or alter any copyright, trademark or other proprietary rights notice on the Site or Content you access via the Site.

Frame or mirror any portion of the Site, or otherwise incorporate any portion of the Site into any product or service, without our express prior written consent.

Systematically download and store Site’s Content.

Use any robot, spider, Site search/retrieval application or other manual or automatic device to (a) retrieve, index, “scrape,” “data mine” or otherwise gather Content from the Site, (b) reproduce or circumvent the navigational structure or presentation of the Site, or (c) Harvest or collect information about users of the Site without our express prior written consent.

If you do not comply with these Terms (or if we have reasonable grounds to suspect or are investigating suspected non-compliance), we may suspend your access to the Site or take any other steps we consider appropriate.

4. USER PROFILES

The Site may present you with opportunities to create a user profile. If you do so, you will receive an account logon and an initial password. It is your sole responsibility to (a) maintain the confidentiality of your account logon and password; (b) frequently update and revise your password; and (c) promptly notify Zelos if there is any unauthorized use of your account or any breach of security.

5. LINKS TO THIRD PARTIES/FRAMING

The Site may have links, such as hyperlinks or buttons, directing access to third parties web sites (“Linked Sites”). The Linked Sites are not controlled or monitored by Zelos. Zelos shall not be responsible for any materials, information, or Content posted on the Linked Sites. The inclusion of the Linked Sites on the Site does not imply any relationship or association between Zelos and the owner of the Linked Sites or any endorsement or sponsorship by Zelos of the Linked Sites. Zelos includes the Linked Sites solely for your convenience. You are solely responsible for your access of the Linked Sites. You shall use your own judgment, caution, and common sense in using the Linked Sites. You may not, without our prior written permission, frame or inline link any of the Content of the Site, or incorporate into another website or other service any Site Material, Content or intellectual property.

6. PRIVACY

Zelos collects, uses and discloses information collected by and through this Site in accordance with the Privacy Notice. By accepting these Terms of Use, and each time you use the Site, you consent to use and disclosure of such information in accordance with the Privacy Notice. Please click here for our Privacy Notice.

7. PRIVACY

Zelos collects, uses and discloses information collected by and through this Site in accordance with the Privacy Notice. By accepting these Terms of Use, and each time you use the Site, you consent to use and disclosure of such information in accordance with the Privacy Notice. Please click here for our Privacy Notice.

8. ELIGIBILITY / SCOPE OF SERVICES

By using the Site, you acknowledge that in providing business and professional development guidance and training, including education, daily challenges, and workshops, such services are not intended by Zelos to provide substantive financial, legal, medical, or counseling advice. Such advice must be obtained from an independent professional.

The Site is made available to you, provided that you can form legally binding agreements under applicable law. The Site is not available to minors. If you are a minor, you may not use the Site. If you do not agree with each provision of these Terms of Use, or you are not authorized to agree to and accept this Notice, you may not use the Site. These Terms of Use are in addition to and supplement any written agreements that you or any persons you represent have with Zelos, now or in the future. These Terms of Use constitute the entire agreement regarding your use of the Site. In the event of any inconsistency or conflict between the provisions of this Terms of Use and any such other agreement, the provisions of this Terms of Use shall govern your access to and use of the Site. You agree to execute any additional documents or take any other steps necessary in order to fulfill these Terms of Use, including, but not limited to, if you are the member of any union which may regulate your ability to enter into agreements with respect to your creative work, executing a waiver of any such provisions, restrictions or limitations. If you are submitting on behalf of a team, you understand that Zelos may require all members of your team to register with Zelos or to execute additional documents and that if all team members do not execute the requested documents, Zelos may, in its discretion, determine that your team is ineligible.

9. DISCLAIMER

Your use of the site is at your own risk. The Site is provided on an “as is” and “as available” basis, and without any representations, warranties or conditions of any kind, whether express or implied, and including without limitation representations, warranties or conditions of title, non-infringement, merchantability, fitness for a particular purpose, performance, availability, timeliness, accuracy or completeness, all of which are hereby disclaimed by Zelos to the fullest extent permitted by law. There will not be any representations, warranties or conditions created by a course of dealing, course of performance or trade usage. You are solely responsible for obtaining, configuring and maintaining all computer hardware, software, telephone services, and other equipment and services necessary for you to use the Site. The internet is not a secure medium, may be subject to interruption and disruption, and inadvertent or deliberate breaches of security and privacy. The operation of the Site may be affected by numerous factors beyond Zelos’s control. The operation of the Site may not be continuous or uninterrupted, secure or private. Zelos will not be liable to you or any other person for any loss or damages suffered by you or any other person as a result of any failure or refusal by Zelos to give effect to, or for any failure or delay by Zelos in receiving, accessing, processing or accepting any communication sent to Zelos by means of the Site or email, or for any loss or damages suffered as a result of the operational failure, malfunction, interruption, change, amendment or withdrawal of the Site or email services. Without limiting the generality of the foregoing, Zelos makes no representation, warranty or condition that: (a) the Site will be compatible with your computer and related equipment and software; (b) the Site will be available or will function without interruption or will be free of errors or that any errors will be corrected; (c) the Site will meet your requirements; (d) the information contained in the Site or derived from the Site will be accurate, complete, sequential, or timely; (e) certain or any results may be obtained through the use of the Site; (f) the use of the Site, including the browsing and downloading of any information, will be free of viruses, trojan horses, worms, or other destructive or disruptive components; or (g) the use of the Site will not infringe the rights (including intellectual property rights) of any person; and Zelos disclaims any and all liability regarding such matters to the fullest extent permitted by law.

10. LIABILITY AND LIMITATIONS OF LIABILITY

You agree to assume all risks associated with, arising out of, or resulting from your use of the site or the submission and use of the site and any site materials, including, but not limited to, the risks of financial loss, physical harm, property damages, dealing with other users of the site, strangers, minors, or foreign nationals, and persons acting under false pretense. You further agree to release Zelos, its shareholders, officers, agents, and employees, harmless from all claims, demands, damages (direct, indirect, and consequential) of any kind or nature, known or unknown, associated with, arising out of, or resulting from your usage of the site, site materials, any transactions related to or resulting from your use of the site. You further understand and agree that Zelos, its clients, their respective shareholders, officers, agents, employees, and suppliers in no event shall be liable for any direct, indirect, consequential, incidental, special damages, or damages for loss of profits, goodwill, revenue, data, or use, incurred by you or any third party, whether in an action in contract, tort, or breach or failure of warranty, even if Zelos has been advised of the possibility of such damages. In the event some jurisdictions prohibit the exclusion of certain warranties, the limitation of liability, or the disclaimer of certain damages, Zelos’s aggregate liability for any damages shall not exceed U.S. $50.

11. TERMINATION

Zelos has the right, in its sole discretion, to terminate any services of the Site and remove any Site Materials from the Site. Zelos may also terminate your access to any part or all of the services provided by Zelos on the Site at any time, with or without cause or notice, for any reason.

12. NOTICE OF COPYRIGHT INFRINGEMENT

If you are a copyright owner who believes your copyrighted material has been reproduced, posted or distributed via the Site in a manner that constitutes copyright infringement, please inform us by sending written notice by registered mail to the address below. The notice must comply with the Digital Millennium Copyright Act (and international intellectual property law, where applicable), and include, among other things, the following information as set forth in the Digital Millennium Copyright Act, 17 U.S.C. § 512 (c)(3)(A).

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Identification of the copyrighted work you claim is being infringed, or, if you want to cover multiple copyrighted works in a single notice, a representative list of such works.

Identification of the material that you claim is infringing or is the subject of infringing activity and that you believe should be removed or access to which should be disabled, with information reasonably sufficient to permit us to locate the material.

Information reasonably sufficient to permit us to contact you, such as an address, telephone number and, if available, an electronic mail address at which you may be contacted.

A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

13. INTELLECTUAL PROPERTY

Our Content

Except where expressly stated otherwise, all right, title, and interest in and to the Site and all Content, source code, processes, designs, technologies, URLs, domain names, marks, and logos forming any part of the Site (collectively, “Our Content”) are (a) fully vested in us, our licensors, or our suppliers and (b) protected by applicable copyrights, trademarks, patents, trade secrets, or other proprietary rights and laws.You agree that Our Content is licensed subject to these Terms, including the disclaimers and limitations of liability herein. Nothing in your use of the Site or these Terms grants you any right, title or interest in or to Our Content except the limited right to use the Site as set out in these Terms.Unless otherwise expressly authorized by us in writing, you agree not to copy, modify, deep link, rent, lease, loan, sell, assign, sublicense, grant a security interest in or otherwise transfer any right or interest in Our Content; remove any proprietary notices or labels on or in Our Content; or allow any other person or entity to engage in any of the foregoing.

Your Content

You represent and warrant that you have all rights necessary to grant the licenses referred to in these Terms. You further represent and warrant that your Submissions are (a) complete and accurate and (b) are not fraudulent, tortious, or otherwise in violation of any applicable law or any right of any third party. You irrevocably waive any “moral rights” or other rights with respect to attribution of authorship or integrity of materials regarding each Submission that you may have under any applicable law under any legal theory.

Ownership

We do not claim ownership of your Submissions; however, you agree that by posting, uploading, providing, submitting, entering, or otherwise transmitting your Submissions to us or any third party using the Site:

1. You have thereby granted us a royalty-free, non-exclusive, worldwide, fully paid-up, perpetual, irrevocable, transferable and fully sublicensable (through multiple tiers) license, without additional consideration to you or any third party, to reproduce, distribute, perform, and display (publicly or otherwise), create derivative works of, adapt, modify and otherwise use, analyze, exploit and practice any comment or submission, in any format or media now known or hereafter developed, and for any purpose (including promotional purposes, such as testimonials);

2. You will have thereby confirmed, represented and warranted to us that you have all rights, titles and interests, as well as the power and authority necessary, to grant the license to your Submissions set out above;

3. You will indemnify and save us harmless from and against any liabilities, actions, proceedings, claims, causes of action, demands, debts, losses, damages, charges and costs, including reasonable legal costs, any amount paid to settle any action or to satisfy a judgment and expenses of any kind and character whatsoever incurred by us relating to or arising from your Submissions, including instances where any of your Submissions (a) infringes any third party Content or other third-party intellectual property rights, or (b) is inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful; and

4. You acknowledge and agree that the technical processing and transmission of the Websites, including your Submissions, may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices, and that your Submissions may be subject to “caching” or other technical processing or transmission policies and procedures by us or at intermediate locations on the internet.

Deletion

If you delete the Account to which your Submissions are connected, you acknowledge and agree that we may retain a copy or copies of same for archival or compliance purposes or to otherwise provide the Site to you or others, subject always to your license to us, set out above, and to our Privacy Notice.

14. GENERAL

You agree that there is no employment, partnership, agency, joint employer or joint venture relationship between you and Zelos or its clients arising out of or resulting from your Use of the Site. These Terms of Use are governed by the laws of the Commonwealth of Virginia, United States of America, without giving effect to any principles of conflict of laws. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Alexandria, Virginia, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. The Site may be hosted in the United States or another country, and should not be accessed from any location where it would violate local laws to do so. Recognizing the global nature of the internet, you agree to comply with all local rules regarding online conduct. Specifically, you agree to comply with all applicable laws regarding the transmission of data exported from the country in which you reside to anywhere in the world. Wherever you view, access, submit, or download materials to and from the Site you will be solely responsible for all your actions and assume all risks. You may not use or export any materials or make any copy or adaptation in violation of any application laws, rules, or regulations, including, but not limited to, U.S. export laws and regulations and/or those of your country of residence or the country from which you access the Site. The failure or delay by either party to enforce the terms of these Terms of Use shall not be deemed as a waiver of such term.