2. RIGHT TO ACCESS
You acknowledge and agree that Zeop may terminate your access to Zeop or to any of the Products and Services should you fail to comply with the Terms and Conditions or any other guidelines and rules published by Zeop. Any such termination shall be in Zeop's sole discretion and may occur without prior notice, or any notice. Zeop further reserves the right to terminate any user's access to Zeop or to any of the Products and Services for any conduct that Zeop, in its sole discretion, believes is or may be directly or indirectly harmful to other users, to Zeop or its subsidiaries, affiliates, or business contractors, or to other third parties, or for any conduct that violates any local, state, federal, or foreign laws or regulations. Zeop further reserves the right to terminate any user's access to Zeop for any reason or for no reason at all, in Zeop's sole discretion, without prior notice, or any notice.

3. COPYRIGHT
All information contained on this site is copyright (c) 2007 by Zeop Inc. ("Zeop"). All rights reserved. The information contained on this site may not be copied, published, distributed, broadcast or otherwise used for any purpose whatsoever without the prior written consent of Zeop.

4. DISCLAIMER OF WARRANTIES
THE INFORMATION ON THIS WEBSITE IS PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS, ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, ZEOP DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE INFORMATION ON THIS WEBSITE. TO THE FULLEST EXTENT PERMITTED BY LAW, Zeop DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE, AS WELL AS FOR ANY INFORMATION OR ADVICE RECEIVED THROUGH THE WEBSITE OR THROUGH ANY LINKS PROVIDED IN THE WEBSITE. Zeop SIMILARLY DISCLAIMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY WARRANTIES FOR ANY INFORMATION OR ADVICE OBTAINED THROUGH THE WEBSITE.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZEOP DISCLAIMS ANY AND ALL RESPONSIBILITY OR LIABILITY FOR THE ACCURACY, CONTENT, COMPLETENESS, LEGALITY, RELIABILITY, OR OPERABILITY OR AVAILABILITY OF INFORMATION OR MATERIAL IN THE WEBSITE. Zeop DISCLAIMS ANY RESPONSIBILITY FOR THE DELETION, FAILURE TO STORE, MISDELIVERY, OR UNTIMELY DELIVERY OF ANY INFORMATION OR MATERIAL. Zeop DISCLAIMS ANY RESPONSIBILITY OR LIABILITY FOR ANY HARM RESULTING FROM DOWNLOADING OR ACCESSING ANY INFORMATION OR MATERIAL THROUGH THE WEBSITE, INCLUDING, WITHOUT LIMITATION, FOR HARM CAUSED BY VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. ZEOP MAKES NO WARRANTY REGARDING THE RELIABILITY OR ACCESSIBILITY OF WEB PAGES OR ANY STORAGE FACILITIES OFFERED BY ZEOP.

YOU UNDERSTAND AND AGREE THAT ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH MATERIAL.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties.

5. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT UNDER NO CIRCUMSTANCES SHALL ZEOP, INC. ("ZEOP") ITS EMPLOYEES, OFFICERS, WRITERS, CONTRACTORS, OR PRINCIPALS BE LIABLE TO ANY USER'S USE OR MISUSE OF AND RELIANCE ON THE WEBSITE. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES (EVEN IF Zeop OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE WEBSITE, FROM INABILITY TO USE THE WEBSITE, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WEBSITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES).

SUCH LIMITATION SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE, AS WELL AS BY REASON OF ANY INFORMATION OR ADVICE RECEIVED THROUGH OR ADVERTISED ON THE WEBSITE OR RECEIVED THROUGH ANY LINKS PROVIDED IN THE WEBSITE. SUCH LIMITATION SHALL APPLY, WITHOUT LIMITATION, TO THE COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, OR LOST DATA. SUCH LIMITATION SHALL APPLY WITH RESPECT TO THE PERFORMANCE OR NON-PERFORMANCE OF THE WEBSITE OR ANY INFORMATION OR MERCHANDISE THAT APPEARS ON, OR IS LINKED OR RELATED IN ANY WAY TO, Zeop. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUCH LIMITATION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

SUCH LIMITATION OF LIABILITY SHALL ALSO APPLY TO ANY DAMAGE CAUSED BY LOSS OF ACCESS TO, DELETION OF, FAILURE TO STORE, FAILURE TO BACK UP, OR ALTERATION OF WEB PAGES OR OTHER CONTENT STORED THROUGHT Zeop.

UNDER NO CIRCUMSTANCES SHALL ZEOP OR ITS LICENSORS BE HELD LIABLE FOR ANY DELAY OR FAILURE IN PERFORMANCE RESULTING DIRECTLY OR INDIRECTLY FROM ACTS OF NATURE, FORCES, OR CAUSES BEYOND ITS REASONABLE CONTROL, INCLUDING, WITHOUT LIMITATION, INTERNET FAILURES, COMPUTER EQUIPMENT FAILURES, TELECOMMUNICATION EQUIPMENT FAILURES, OTHER EQUIPMENT FAILURES, ELECTRICAL POWER FAILURES, STRIKES, LABOR DISPUTES, RIOTS, INSURRECTIONS, CIVIL DISTURBANCES, SHORTAGES OF LABOR OR MATERIALS, FIRES, FLOODS, STORMS, EXPLOSIONS, ACTS OF GOD, WAR, GOVERNMENTAL ACTIONS, ORDERS OF DOMESTIC OR FOREIGN COURTS OR TRIBUNALS, NON-PERFORMANCE OF THIRD PARTIES, OR LOSS OF OR FLUCTUATIONS IN HEAT, LIGHT, OR AIR CONDITIONING.

In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, the foregoing limitation may not apply to you.

6. EXTERNAL LINKS
Zeop may provide, or third parties may provide, links to other sites or resources located on the World Wide Web by allowing a user to leave Zeop to access third-party material or by bringing the third party material into this site via "inverse" hyperlinks and framing technology. Zeop has no control over such sites and resources. You acknowledge and agree that Zeop is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that Zeop 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 use of or reliance on any such content, goods or services available on or through any such site or resource.

Your correspondence or business dealings with, or participation in promotions of, advertisers found on or through Zeop Products and Services, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. You agree that Zeop shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such advertisers on the Product and Services.

Zeop encourages you to exercise discretion while using the Products and Services to browse the Internet. Zeop may produce automated search results or otherwise link you to sites containing information that some people may find inappropriate or offensive. Zeop makes no representations concerning any effort to review the content of any of the sites listed in automated search results, or of any of the sites otherwise linked to Zeop web sites. Zeop shall not be held responsible for the accuracy, copyright or trademark compliance, legality, or decency of material contained in sites listed in Zeop' search results or otherwise linked to Zeop web sites or provided to Zeop by third parties.

7. Linking to Zeop
Zeop offers a non-assignable, non-transferable, and non-exclusive license to link to Zeop's web sites, using Zeop logos and search boxes, subject to the following provisions. Zeop logos and search boxes may be placed on a Web site for the sole purpose of creating a link to Zeop and allowing users of your site to access Zeop. Zeop logos and search boxes may not be used for any other purpose, including, among other purposes, to suggest sponsorship by, or affiliation with, or endorsement by Zeop. Zeop logos and search boxes may not be altered in any manner. Zeop logos and search boxes must appear by themselves, with reasonable spacing (at least the height of the logo) between each side of the applicable logo or search box and other graphic or textual elements. Zeop logos and search boxes may not be used to disparage Zeop, its products or services, or in a manner which, in Zeop's reasonable judgment, may diminish or otherwise damage Zeop's good will in Zeop logos. By using any such Zeop Network logo or search box, you acknowledge that Zeop has exclusive rights to the logo or search box, and that all good will generated through your use of the logo or search box will inure to the benefit of Zeop. Zeop reserves the right to revoke this license or to alter its terms from time to time, for any or no reason, with or without notice. Zeop reserves the right to take action against any use that does not conform to these provisions.

8. NO LICENSE; INTELLECTUAL PROPERTY OF ZEOP AND OTHERS
Except as expressly provided, nothing within the WEBSITE shall be construed as conferring any license under any of Zeop's or any third party's intellectual property rights, whether by estoppel, implication, waiver, or otherwise. Without limiting the generality of the foregoing, you acknowledge and agree that certain Content available through and used to operate Zeop and the WEBSITE is protected by copyright, trademark, patent, or other proprietary rights of Zeop and its affiliates, licensors, and service providers. Except as expressly provided to the contrary, you agree not to modify, alter, or deface any of the trademarks, service marks, or other intellectual property made available by Zeop in connection with the WEBSITE. You agree not to hold yourself out as in any way sponsored by, affiliated with, or endorsed by Zeop, any of Zeop's affiliates, or any of Zeop's service providers. You agree not to use any of the trademarks or service marks or other Content accessible through Zeop of any purpose other than the purpose for which such Content is made available to users by Zeop. You agree not to defame or disparage Zeop, the trademarks or service marks of Zeop, or any aspect of the WEBSITE. You agree not to adapt, translate, modify, decompile, disassemble, or reverse engineer the WEBSITE or any software or programs used in connection with the WEBSITE or Zeop.

9. INDEMNITY AND RELEASE
By using Zeop web sites you agree to indemnify Zeop, Inc. and its parents, subsidiaries, affiliates, officers, employees, and licensors and hold them harmless from any and all claims and expenses, including attorney's fees, arising from your use of Zeop web sites, your use of the WEBSITE, or your submission of ideas and/or related materials to Zeop or from any person's use of any account or password you maintain with any portion of Zeop, regardless of whether such use is authorized by you. By using Zeop, using the WEBSITE, or submitting any ideas and/or related materials to Zeop, you are hereby agreeing to release Zeop and its parents, subsidiaries, affiliates, officers, employees, and licensors from any and all claims, demands, debts, obligations, damages (actual or consequential), costs, and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to such disputes and/or to the WEBSITE or to any disputes regarding use of ideas and/or related materials submitted to Zeop. YOU HEREBY AGREE TO WAIVE ALL LAWS THAT MAY LIMIT HE EFFICACY OF SUCH RELEASES. FOR EXAMPLE, YOU SPECIFICALLY AGREE TO WAIVE THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES

"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IS KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

10. LIMITATION OF ACTIONS
You acknowledge and agree that, regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, or relating to, your use of Zeop or the WEBSITE must be filed within one (1) year after such claim or cause of action arises, or forever be barred.

11. FAIR USE
Zeop publishes excerpts and summaries from copyrighted works under Fair Use, which allows the use of copyrighted materials for purposes of commentary and criticism for the public interest.

12. INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS
It is the policy of Zeop to respond expeditiously to claims of intellectual property infringement. Zeop will promptly process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act ("DMCA") and other applicable intellectual property laws. Upon receipt of notices complying or substantially complying with the DMCA, Zeop will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. Zeop will terminate access for subscribers and account holders who are repeat infringers. Notices of claimed infringement should be directed to:

ZEOP, INC.
2604 Canto Rompeolas
San Clemente, CA 92673
Email: copyright@zeop.com

Please put "Notice of Infringement" in the subject line of all such notifications. When Zeop removes or disables access to any material claimed to be infringing, Zeop may attempt to contact the user who has posted such material in order to give that user an opportunity to respond to the notification, although Zeop makes no promise to do so. Any and all counter notifications submitted by the user will be furnished to the complaining party. Zeop will give the complaining party an opportunity to seek judicial relief in accordance with the DMCA before Zeop replaces or restores access to any material as a result of any counter notification.

13. ARBITRATION, GOVERNING LAW AND FORUM FOR DISPUTES
Unless expressly stated to the contrary elsewhere within the WEBSITE, all legal issues arising from or related to the use of the WEBSITE shall be construed in accordance with, and all questions with respect thereto shall be determined by, the laws of Taiwan, R.O.C. applicable to contracts entered into and wholly to be performed within said state. Any controversy or claim arising out of or relating to these Terms and Conditions or any user's use of the WEBSITE shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Diego, California and judgment on the arbitration award may be entered into in any state or federal court in Taiwan, R.O.C. having jurisdiction thereof. Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in Taiwan, R.O.C. having jurisdiction thereof. Except as set forth above, the state and federal courts of San Diego, California shall be the exclusive forum and venue to resolve disputes arising out of or relating to these Terms and Conditions or any user's use of the WEBSITE. By using the WEBSITE and thereby agreeing to these Terms and Conditions, users consent to personal jurisdiction and venue in the state and federal courts in San Diego, California with respect to all such disputes.

14. CHANGES IN TERMS AND CONDITIONS AND CHANGES IN WEBSITE
Zeop reserves the right to modify the WEBSITE from time to time, for any reason, and without notice, including the right to terminate the WEBSITE. Zeop reserves the right to modify these Terms and Conditions from time to time, without notice. Please review these Terms and Conditions from time to time so you will be apprised of any changes.

15. MERGER
These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter contained herein and supersedes any other agreement, proposals and communications, written or oral, between Zeop's representations and you with respect to the subject matter hereof; except that any other terms and conditions located on any individual Zeop Network web site or in connection with the WEBSITE are incorporated herein by reference to the extent they do not conflict with these Terms and Conditions. To the extent that any other terms and conditions or terms of service conflict with these Terms and Conditions, those other provisions shall control with respect to the use of the particular web site and any information available on or through the web site or the respective content location at which those other provisions may be found.

16. NON-WAIVER AND SEPARABILITY
Zeop's failure to exercise any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. If a court of competent jurisdiction holds any provision of these Terms and Conditions to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and agree that the other provisions of these Terms and Conditions remain in full force and effect.

17. NO RESALE, ASSIGNMENT, OR SUBLICENSING
You agree not to resell, assign, sublicense, otherwise transfer, or delegate your rights or obligations under these Terms and Conditions without prior express written authorization of Zeop.

18. SUCCESSORS AND ASSIGNS
Without in any way limiting the prohibition on your resale, assignment, sublicensing, or other transfer of rights or obligations, these Terms and Conditions shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

19. TERMINATION; SURVIVAL
These Terms and Conditions shall continue in effect for as long as you use the WEBSITE, unless specifically terminated earlier by Zeop. All provisions of these Terms and Conditions which impose obligations continuing in their nature shall survive termination of these Terms and Conditions.

20. COMMUNICATIONS WITH USERS
You consent to receive communications from Zeop concerning your use of the WEBSITE ("Communications"). The Communications may be those that Zeop is required to send to you by law concerning the WEBSITE ("Required Communications"). The Communications may also be those that Zeop sends to you for other reasons. You consent to receive Communications electronically. Zeop may provide these Communications to you by sending an email to the email address you provided or by posting the Communication on Zeop. You also consent to receive Communications by telephone or by postal mail sent to the postal address you provided in connection with your account, if any. You may change the email or postal address to which Zeop sends Communications by visiting your account information page.

21. SUBMISSIONS OF IDEAS
Zeop is always improving its WEBSITE and developing new features. If you have ideas regarding improvements or additions to Zeop, we would like to hear them -- but any submission will be subject to these Terms and Conditions. UNDER NO CIRCUMSTANCES SHALL ANY DISCLOSURE OF ANY IDEA OR RELATED MATERIALS TO Zeop BE SUBJECT TO ANY OBLIGATION OF CONFIDENTIALITY OR EXPECTATION OF COMPENSATION. BY SUBMITTING THE IDEA AND/OR ANY RELATED MATERIAL TO Zeop, YOU ARE WAIVING ANY AND ALL RIGHTS THAT YOU MAY HAVE IN THE IDEA OR ANY RELATED MATERIALS AND ARE REPRESENTING AND WARRANTING TO Zeop THAT THE IDEA AND/OR RELATED MATERIALS ARE WHOLLY ORIGINAL WITH YOU, THAT NO ONE ELSE HAS ANY RIGHTS IN THE IDEA AND/OR MATERIALS AND THAT Zeop IS FREE TO IMPLEMENT THE IDEA AND TO USE THE MATERIALS IF IT SO DESIRES, AS PROVIDED OR AS MODIFIED BY Zeop, WITHOUT OBTAINING PERMISSION OR LICENSE FROM ANY THIRD PARTY.

22. VIOLATIONS OF TERMS AND CONDITIONS
Should you violate these Terms and Conditions or any other rights of Zeop and Zeop, Zeop reserves the right to pursue any and all legal and equitable remedies against you, including, without limitation, terminating any and all access and or user accounts on any and all of Zeop web sites.

We hope your enjoyment of the Zeop WEBSITE will be enhanced by the application of these Terms and Conditions. It is our belief that your understanding of the guidelines we have set forth will allow the Zeop community to continue to be a place where each of us can prosper, grow, and enjoy ourselves within an open and non-threatening environment. Thank you for taking the time to read these Terms and Conditions and we hope you enjoy our WEBSITE.

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