F R A N K L Y Z A P P A

An Unauthorized Biography by John Klein Sloatman, III.

Terms and Conditions of Use

Updated 12.22.2023

The following terms and conditions (the “Terms and Conditions”) govern your use of this website or application provided to you by Frankly Zappa or one of its subsidiaries and any content, services, products, features, or functionality made available from or through this web site, including any subdomains thereof, or application (the “Web Site”). The Web Site is made available by Frankly Zappa or its subsidiaries (“we” or “us” or “our”), each of which has adopted these Terms and Conditions about the Web Site. We may change the Terms and Conditions occasionally, without notice, by posting such changes on the Web Site. BY USING THE WEBSITE, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS AS APPLIED TO YOUR USE OF THE WEBSITE. If you disagree with these Terms and Conditions, you may not access or otherwise use the Web Site.

Proprietary Rights.

As between you and us, we own, solely and exclusively, all rights, titles, and interest in and to the Web Site, all the content (including, for example, Digital asset NFT, audio, photographs, illustrations, graphics, other visuals, video, copy, text, software, titles, Shockwave files, etc.), code, data and materials thereon, the look and feel design and organization of the Web Site, and the compilation of the content, code, data, and materials on the Web Site, including but not limited to any copyrights, trademark rights, patent rights, database rights, moral rights, sui generis rights and other intellectual property and proprietary rights therein. Your use of the Web Site does not grant you ownership of any content, code, data, or materials you may access on or through the Web Site.

Limited License.

You may access and view the content on the Web Site on your computer or other device and, unless otherwise indicated in these Terms and Conditions or on the Web Site, make single copies or prints of the content on the Web Site for your personal, internal use only. Unless otherwise explicitly indicated in these Terms and Conditions or on the Web Site, use of the Site and the services offered on or through the Website are only for your personal, non-commercial use.

Prohibited Use.

Unless otherwise explicitly indicated in these Terms and Conditions or on the Web Site, any commercial or promotional distribution, publishing, or exploitation of the Web Site, or any content, code, data, or materials on the Web Site, is strictly prohibited unless you have received the express prior written permission from our authorized personnel or the otherwise applicable rights holder. Other than as expressly allowed herein or on the Web Site, you may not download, post, display, publish, copy, reproduce, distribute, transmit, modify, perform, broadcast, transfer, create derivative works from, sell, or otherwise exploit any content, code, data or materials on or available through the Web Site. You further agree that you may not alter, edit, delete, remove, otherwise change the meaning or appearance of, or repurpose, any of the content, code, data, or other materials on or available through the Web Site, including, without limitation, the alteration or removal of any trademarks, trade names, logos, service marks, or any other proprietary content or proprietary rights notices. You acknowledge that you do not acquire ownership rights by downloading or otherwise using any copyrighted material from or through the Web Site. Suppose you make other use of the Web Site or the content, code, data, or materials thereon or available through the Web Site, except as otherwise provided above. In that case, you may violate copyright and other laws of the United States and other countries and applicable state laws. You may be subject to liability for such unauthorized use.

Web Site Access.

Frankly, Zappa at this moment permits you to use the Web Site as outlined in these Terms and Conditions, provided that:

You are 13 years of age or older.
Your use of the Website as permitted is solely for your personal use and the use of your company or other legal entity.
You will not share your user ID and password, if applicable, with anyone else,
You will not copy, disclose, or distribute any part of the Website or the Content (as defined below) or materials contained herein to any third party and in any medium without our prior written authorization.
You will not alter or modify any part of the Website other than as may be reasonably necessary to use it for its intended purpose.
You will otherwise comply with these Terms and Conditions.
You are not a competitor of Frankly Zappa and are not using the Website for reasons that compete with Frankly Zappa.
You comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, export control laws, tax laws, and regulatory requirements.
You only provide accurate information and update it as necessary.
You review and comply with these Terms and Conditions and our Privacy Policy.
You only professionally use the Web Site.
You do not act dishonestly by posting inappropriate, inaccurate, or objectionable Content.
You do not harass, abuse, or harm another person, including sending unwelcomed communications to others using the Web Site.
You do not use or attempt to use another’s account without authorization or create a false identity on the Web Site.
You do not take any action or upload, post, email, transmit, or otherwise make available or initiate any Content that:

Falsely states, impersonates, or otherwise misrepresents your identity.
Is unlawful, libelous, abusive, obscene, discriminatory, or objectionable.
Includes information you do not have the right to disclose or make available under any law, contractual, or fiduciary relationships.
Infringes upon any intellectual property or other proprietary rights.
Includes any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.
Contains software viruses, worms, or any other computer code, files, or programs that harm, interrupt, delay, destroy, or limit the functionality of any computer software, hardware, or telecommunications equipment of Frankly Zappa or any user of Frankly Zappa.
Reverse engineers decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the website or any part thereof.
Utilizes or copies information, content, or any data you view on and obtain from the Website to provide any service that is competitive with the Website, in Frankly Zappa’s sole discretion.
Falsely implies or states, directly or indirectly, that you are affiliated with or endorsed by Frankly Zappa unless you have entered into a separate written agreement with Frankly Zappa.
Adapts, modifies, or creates derivative works based on the Website or technology underlying the Website or other users’ content, in whole or part.
Rents, leases, loans, trades, sells/re-sells access to the Web Site or any Content therein, or the equivalent, in whole or part, unless you have entered into a separate written agreement with Frankly Zappa.
Sell, sponsor, or otherwise monetize the website or any other service or functionality of Frankly Zappa unless you have entered into a separate written agreement with Frankly Zappa.
Deep links to the Web Site for any purpose (i.e., including a link to any page other than Frankly Zappa’s home page) unless you have entered into a separate written agreement with Frankly Zappa.
Removes any copyright, trademark, or other proprietary rights notices contained in or on the Website, including those of Frankly Zappa and any of its users, advertisers, suppliers, clients, and counterparties.
Removes, covers, or otherwise obscures any advertisement on the Web Site.
Collects, uses, copies, or transfers any information, including, but not limited to, personally identifiable information obtained from the Web Site except as expressly permitted in these Terms and Conditions or as the owner of such information may expressly permit, unless you have entered into a separate written agreement with Frankly Zappa.
Infringes or uses Frankly Zappa’s brand, logos, and trademarks in any business name, email, or URL except as expressly permitted by Frankly Zappa.
It uses manual or automated software, devices, scripts, robots, or other means or processes to access, “scrape,” “crawl,” or “spider” any web pages or other services contained in the Website.
Uses bots or other automated methods to access the Web Site, add or download Content, send or redirect messages, or perform other activities through the Web Site unless explicitly permitted by Frankly Zappa.
Accesses the Website via automated or manual means or processes to monitor its availability, performance, or functionality for any competitive purpose.
Engages in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Web Site.
Attempt to or override any security component underlying the Web Site.
engages in any action that directly or indirectly interferes with the proper working of, or places an unreasonable load on, the Web Site’s infrastructure, including, but not limited to, sending unsolicited communications to other users or Frankly Zappa personnel, attempting to gain unauthorized access to the Web Site, or transmitting or activating computer viruses on or through the Web Site; or
interferes with or disrupts or games the Website, including, but not limited to, any servers or networks connected to the Website.

To access some website features, you may have to create an account. You may never use another’s account without permission or allow anyone else to use your account. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity on your account and must keep any account passwords secure. You must notify us immediately of any security breach or unauthorized account use. Although we will not be liable for your losses caused by any unauthorized use of your account, you may be exposed to us for the losses of Frankly Zappa or others due to such unauthorized use.

You agree not to use or launch any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., that access the Web Site in a manner that sends more request messages to Frankly Zappa servers in a given period than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the preceding, Frankly, Zappa permits the operators of public search engines to use spiders to copy materials from the Website to create publicly available searchable indices of the website’s materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions generally or in specific cases. You agree not to collect or harvest any personally identifiable information, including account names, from the Web Site nor to use the communication systems provided by the Web Site for any commercial solicitation purposes. You agree not to solicit, for commercial purposes, any users of the Web Site.

Trademarks.

The trademarks, logos, service marks, and trade names (collectively the “Trademarks”) displayed on the Website or content available through the Website are our registered and unregistered Trademarks and others. They may not be used in connection with products and services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion or in any manner that disparages or discredits their rights holders. All Trademarks not owned by us that appear on the Web Site or on or through the Web Site’s services, if any, are the property of their respective owners. Nothing contained on the Website should be construed as granting, by implication, estoppel or any license or right to use any Trademark displayed without our written permission or the third party that may own the applicable Trademark. Your misuse of the Trademarks displayed on the Web Site or on or through any of the Web Site’s services is strictly prohibited.

Copyright

All design, text, graphics, logos, button icons, images, audio and video clips, the selection and arrangement thereof, and all software on the Website is owned by or licensed to Frankly Zappa, or Frankly, Zappa believes it has a “fair use” right to use, all subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. The compilation (meaning the collection, arrangement, and assembly) of all content on the Website is the exclusive property of Frankly Zappa. U.S. and international copyright laws protect it. All software used on the Website is the property of Frankly Zappa or its software suppliers and is protected by U.S. and international copyright laws. Permission is granted to copy electronically and to print in hard copy portions of the Web Site for the sole purpose of using the Web Site as a resource. Any other use of materials on the Website, including, without limitation, reproduction for purposes other than those permitted above, modification, distribution, republishing, transmission, broadcast, display, sale, license, performance, exploitation, or any other purposes whatsoever, without the prior written permission of Frankly Zappa, is strictly prohibited. Frankly, Zappa reserves all rights not expressly granted in and to the Website and its materials and content. If you download or print a copy of the Web Site’s materials or content for personal use, you must retain all copyright and other proprietary notices. You agree not to circumvent, disable, or otherwise interfere with security-related features of the Website or that prevent or restrict the use or copying of any materials or content or enforce limitations on the use of the Website or the materials or content herein.

Responsibility for Your Content

You are solely responsible for all content that you upload, download, post, email or otherwise transmit to or from the Web Site, including the submission of product descriptions, ratings, reviews and all other data, profile information, documents, text, software, applications, music, sound, photographs, graphics, video, messages, status updates, blog postings, forum postings, comments, questions, answers or any other materials whatsoever, whether similar or dissimilar to the preceding (collectively, “Content”).

Your Use of Content on the Web Site and Limitation of Liability

Frankly, Zappa provides the website and all applications and services on the Website as a forum only and on an “as is, where is” basis, with no representations whatsoever, including, without limitation, merchantability or fitness for a particular purpose. Frankly, Zappa is not liable for any statements, representations, or Content provided by its users, advertisers, or any third party in any public forum on the Website or any Third-Party Site (as defined below). Any Content, if displayed, is displayed for entertainment and informational purposes only. More generally, Content posted via or on the Website or any Third-Party Site is not controlled by Frankly Zappa. Frankly, Zappa cannot guarantee such content’s accuracy, integrity, or quality. You understand that by using the Web Site, you may be exposed to Content that may be offensive, indecent, or objectionable. Frankly, Zappa shall not be liable for any such Content, and the risk of harm or damage from the preceding rests entirely with you. Under no circumstances will Frankly Zappa be liable in any way for any Content, including, but not limited to, for (i) any errors or omissions in any Content or (ii) any loss or damage (including, without limitation, personal injury or property damage) of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via or to the Web Site.

You may access the Content and any other content on the Web Site only as permitted under these Terms and Conditions and the Privacy Policy, and you agree to not engage in the use, copying, or distribution of any of the Content other than as expressly provided herein.

You agree not to circumvent, disable, or otherwise interfere with security-related features of the Website or features that prevent or restrict the use of any Content or enforce limitations on the use of the Website or the Content therein. You may not interfere with or disrupt the website, servers, or networks connected to the Website or disobey any requirements, procedures, policies, or regulations of networks connected to the Website, including by using any device, software, or routine to bypass robot exclusion headers. Frankly, Zappa reserves all rights not expressly granted in and to the Content. When using the Website, you may not disrupt the normal flow of dialogue, cause a screen to “scroll” faster than other users can type, or otherwise act in a manner that negatively affects other users’ ability to engage in real-time exchanges.

Your Content Submissions

By submitting Content to Frankly Zappa, you represent and warrant that:

You understand you are participating in a public forum and that your Content will be available to all other users of the Web Site and potentially Third-Party Web Site;
you are the sole author and owner of the intellectual property and other rights to it (or have the necessary licenses, rights, consents, and permissions to use and authorize Frankly Zappa to use all intellectual property and other rights to it to enable inclusion and use of the Content in the manner contemplated by the Web Site and these Terms and Conditions);
you have voluntarily waived all “moral rights” that you may have in such Content, and you do not require that any personally identifying information be used in connection with the Content that you submit or any derivative works of or upgrades or updates to it.
All content that you post is accurate.
You are at least 18 years old, and if you are a minor, you have obtained the consent of your parent or legal guardian to use the Site and agree to these Terms and Conditions and
use of the Content you supply does not violate these Terms and Conditions and will not cause injury to any person or entity.

You also represent and warrant that any Content you submit:

It is not false, inaccurate, or misleading.
Does not harm anyone, especially minors.
Does not infringe any copyright, patent, trademark, trade secret, proprietary rights, publicity rights, or privacy of any person or entity.
does not violate any obligations you may have concerned such Content under any law or contractual or fiduciary relationships (such as, but not limited to, inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements);
does not violate any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
is not, or would not reasonably be considered to be, unlawful, harmful, defamatory, libelous, vulgar, obscene, invasive of another’s privacy, hateful, racially or religiously biased or offensive, abusive, tortious, threatening or harassing to any individual, partnership or corporation;
is not submitted for compensation or other consideration from any third party;
complies in all respects with these Terms and Conditions and our Privacy Policy
is not unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; and
does not contain any computer viruses, worms, or other potentially damaging computer programs or files.

Frankly, Zappa does not endorse any User Content or any opinion, recommendation, or advice expressed therein, and Frankly, Zappa disclaims all liability concerning the Content.

If your Content includes ideas, suggestions, documents, or proposals to Frankly Zappa :

Such content is not confidential or proprietary, and Frankly, Zappa has no obligation of confidentiality, express or implied, concerning it;
Frankly, Zappa may have something similar to that Content already under consideration or development, and
You are not entitled to compensation, payment, or reimbursement of any kind for such Content from Frankly Zappa under any circumstances unless you are otherwise notified in writing by Frankly Zappa.

You own the Content you submit and may request its deletion at any time unless you have shared the Content with others and they have not deleted it, or it was copied or stored by other users. Notwithstanding the preceding, for any Content that you submit, you grant Frankly Zappa a worldwide, perpetual, unlimited, assignable, irrevocable, fully paid up and royalty-free, sub-licensable and transferable right and license to use, reproduce, communicate, improve, distribute, copy, modify, delete in its entirety, edit, adapt, publish, translate, publicly display, publicly perform, use, create derivative works from, sell, remove, retain, add, process, analyze, use and commercialize, in any way now known or hereafter devised, such Content and incorporate such Content into any form, medium or technology whatsoever, whether now known or hereafter devised, throughout the world without compensation to you. This license will survive the termination of these Terms and Conditions and your use of the Site. Any Content you submit is at your own risk of loss. By providing Content, you represent and warrant that you are entitled to submit the information and that the data is accurate, not confidential, and not in violation of any contractual restrictions or other third-party rights.

You may not use the Website to impersonate any person or entity, including, without limitation, any Frankly Zappa employee, or to falsely state or otherwise misrepresent your affiliation with a person or entity. You may not use the Web Site to collect or store personal data about other users.

Frankly, Zappa reserves the right not to post a submission or withdraw a published submission for any reason or no stated reason. Your submission may be excluded if it violates the provisions in these Terms and Conditions, including, without limitation, false, misleading, or infringing Content, fake profiles, and any participation by underage children.

Third-Party Content and Third-Party Websites

Frankly, Zappa will provide third-party content (“Third Party Content”) and links to third-party sites as a service to its users. Zappa does not monitor, approve, or control any Third-Party Content or Site. Including links to third-party content or site does not imply any association or relationship between Frankly Zappa and such third parties. Frankly, Zappa does not guarantee, endorse, or adopt the accuracy or completeness of any Third-Party Content or any Third-Party Site. Zappa is not responsible for updating or reviewing third-party content or third-party sites. You use Third Party Content and Third-Party Site at your own risk. Third-party content, including comments from third-party users submitted to Frankly Zappa through the Website, does not necessarily reflect the views of Frankly Zappa.

Mobile Services

If you access the Website via your mobile phone, we do not currently charge for this access. Please be aware that your carrier’s standard rates and fees, such as text messaging fees or data charges, will still apply, and you are solely 100% responsible for any/all such rates and fees charged by your carrier.

Modification of Content

All Content you submit is not confidential and may be used at Frankly Zappa’s sole discretion. Zappa may or may not pre-screen Content. However, Frankly, Zappa will have the right (but not the obligation) in its sole discretion to pre-screen, change, condense, or delete any Content on the Web Site. In particular, Frankly Zappa and its designees will have the right to remove any Content that Frankly Zappa deems, in its sole discretion, to violate any provision of these Terms and Conditions or is otherwise objectionable. Frankly, Zappa does not guarantee that you will have any recourse through Frankly Zappa to edit or delete any Content you have submitted. Frankly, Zappa reserves the right to incorporate any Content you have submitted into any account you may have, now or in the future, as a registered user of the Website. Ratings, written comments, questions, and answers are generally posted as soon as reasonably practicable. However, Frankly, Zappa reserves the right to delay, remove, or refuse to post any submission for any reason whatsoever. You acknowledge that you, not Frankly Zappa, are responsible for the contents of any Content you submit. None of the Content you submit shall be subject to any obligation of confidence on the part of Frankly Zappa, its agents, subsidiaries, affiliates, partners, or third-party service providers, and their respective directors, officers, and employees.

Reservation of Rights

Frankly, Zappa reserves the right, at any time, without notice and at its sole discretion, to terminate your license to use the Website and to block or prevent your future access to and use of the Website. Frankly, Zappa may access, preserve, and disclose your account information and Content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to:

Comply with legal process.
Enforce these Terms and Conditions.
Respond to claims that any Content violates the rights of third parties.
Respond to your requests for customer service or
protect the rights, property, or personal safety of Frankly Zappa (and its employees), its users, and the public.

User Information.

During your use of the Web Site and the services made available on or through the Web Site, you may be asked to provide certain personalized information to us (such information is referred to from now on as “User Information”). Our information collection and use policies concerning the privacy of such User Information are outlined in the Web Site’s Privacy Policy, which is incorporated herein by reference for all purposes. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information.

Submitted Materials.

Unless specifically requested, we do not solicit nor wish to receive confidential, secret, or proprietary information or other material from you through the Website, by e-mail, or in any other way. Any information, creative works, demos, ideas, suggestions, concepts, methods, systems, designs, plans, techniques, or other materials submitted or sent to us (including, for example and without limitation, that which you submit or post to our chat rooms, message boards, survey responses, and our blogs, or send to us via e-mail) (“Submitted Materials”) will be deemed not to be confidential or secret, and may be used by us in any manner consistent with the Web Site’s Privacy Policy. By submitting or sending Submitted Materials to us, you: (i) represent and warrant that the Submitted Materials are original to you, that no other party has any rights to it, and that any “moral rights” in Submitted Materials have been waived, and (ii) you grant us and our affiliates a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display and incorporate in other works any Submitted Materials (in whole or part) in any form, media, or technology now known or later developed, including for promotional and commercial purposes. We cannot be responsible for maintaining any Submitted Material you provide us, and we may delete or destroy any such Submitted Material at any time.

Prohibited User Conduct.

You warrant and agree that while using the Web Site and the various services, features, and functionality offered on or through the Web Site, you shall not: (a) impersonate any person or entity or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party’s advertising, branding or other promotional content into any of the Web Site’s content, materials or services (for example, without limitation, in an Embedded Video (as defined herein), RSS feed or a podcast received from us or otherwise through the Web Site), or, except as otherwise explicitly authorized in these Terms and Conditions or on the Web Site use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; or (c) attempt to gain unauthorized access to other computer systems through the Web Site. You shall not: (i) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the Web Site or the services offered on or through the Web Site, including without limitation any information residing on any server or database connected to the Web Site or the services offered on or through the Web Site; (ii) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (iii) use the Web Site or the services made available on or through the Web Site in any manner that could interrupt, damage, disable, overburden, or impair the Web Site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (iv) use the Web Site or the Web Site’s services or features in violation of our or any third party’s intellectual property or other proprietary or legal rights; or (v) use the Web Site or the Web Site’s services in violation of any applicable law. You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the Web Site, the Web Site’s services, or any content thereof, or make any unauthorized use thereof. You agree that you shall not use the Website in any manner that could interfere with any other party’s use and enjoyment of the Website or any of its services. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the Web Site.

Public Forums.

From time to time, we may make messaging services, chat services, bulletin boards, message boards, blogs, other forums, and other such services available on or through the Website. In addition to any other rules or regulations that we may post in connection with a particular service, you agree that you shall not upload, post, transmit, distribute or otherwise publish through the Web Site or any service or feature made available on or through the Web Site, any materials which (i) restrict or inhibit any other user from using and enjoying the Web Site or the Web Site’s services, (ii) are fraudulent, unlawful, threatening, abusive, harassing, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, (iii) constitute or encourage conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law, (iv) violate, plagiarize or infringe the rights of third parties including, without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or publicity or any other proprietary right, (v) contain a virus, spyware, or other harmful component, (vi) contain embedded links, advertising, chain letters or pyramid schemes of any kind, or (vii) constitute or contain false or misleading indications of origin, endorsement or statements of fact. You further agree not to impersonate any other person or entity, whether actual or fictitious, including us or our personnel. You also may not offer to buy or sell any product or service on or through your comments submitted to our forums. You alone are responsible for the content and consequences of any of your activities.

Right to Monitor and Editorial Control.

We reserve the right, but do not have an obligation, to monitor and review all materials posted to the Website or through the website’s services or features by users, and we are not responsible for any such materials posted by users. However, we reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, or government request or to edit, refuse to post, or remove any information or materials, in whole or in part, that in our sole discretion are objectionable or in violation of this Terms and Conditions, our policies or applicable law. We may also impose limits on certain features of the forums or restrict your access to part or all of the forums without notice or penalty if we believe you are in breach of the guidelines outlined in this paragraph, our terms and conditions, or applicable law, or for any other reason without notice or liability.

Private or Sensitive Information on Public Forums.

It is important to remember that comments submitted to a forum may be recorded and stored in multiple places, both on our website and elsewhere on the Internet, which are likely to be accessible for a long time, and you have no control over who will read them eventually. Therefore, you must be careful and selective about the personal information you disclose about yourself and others, and you should not disclose sensitive, embarrassing, proprietary, or confidential information in your comments to our public forums.

Linking to the Web Site.

Unless otherwise explicitly indicated in these Terms and Conditions or on the Web Site, you agree that: (i) if you include a link from any other website to the Web Site, such link shall open in a new browser window and shall link to the full version of an HTML formatted page of this Web Site; (ii) you are not permitted to link directly to any image hosted on the Web Site or our services, such as using an “in-line” linking method to cause the image hosted by us to be displayed on another web site; and (iii) you agree not to download or use images hosted on this Web Site on another web site, for any purpose, including, without limitation, posting such images on another site. You agree not to link from any other website to this Website in any manner such that the website, or any page of the Website, is “framed,” surrounded, or obfuscated by any third-party content, materials, or branding. We reserve all of our rights under the law to insist that any link to the Website be discontinued and to revoke your right to link to the Website from any other website at any time upon written notice.

Indemnification.

You agree to defend, indemnify, and hold us and our affiliates and our affiliates’ directors, officers, employees, and agents harmless from any claims, liabilities, costs, and expenses, including attorneys’ fees, arising in any way out of

your use of and access to the Web Site.
Your placement or transmission of any message, content, information, software, or other materials through the Web Site
your violation of any term of these Terms and Conditions.
A breach of your representations and warranties set forth above regarding Content.
Your violation of any law or the rights of a third party (including, without limitation, any copyright, property, or privacy right) or
any claim that any Content you submitted caused damage to a third party.

At our own expense, we reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you. In such case, you agree to cooperate with our defense of such a claim. This indemnification obligation will survive any termination of these Terms and Conditions and your Web Site use.

Orders for Products and Services.

We may make certain products available to visitors and registrants of the Web Site. If you order any products, you represent and warrant that you are 18 or older. You agree to pay in full the prices for any purchases you make either by credit/debit card concurrent with your online order or by other payment means acceptable to us. You agree to pay all applicable taxes. If we do not receive payment from your credit or debit card issuer or its agents, you agree to pay all amounts due upon our demand. Certain products you purchase and download on or through the Website may be subject to additional terms and conditions presented to you at the time of such purchase or download.

Third-Party Web Sites.

You may link from the Web Site to third-party websites, and third-party websites may link to the Site (together, “Third Party Sites”). You acknowledge and agree that we have no responsibility for the information, content, products, services, advertising, code, or other materials that may or may not be provided by or through Third Party Sites, even if they are owned or run by our affiliates. Links to Third Party Sites do not constitute an endorsement or sponsorship by us of such websites or the information, content, products, services, advertising, code, or other materials presented on or through such websites. Including any link to such sites on our Site does not imply our endorsement, sponsorship, or recommendation of that site. Frankly, Zappa disclaims any liability for links (1) from another website to this Web Site and (2) to another website from this Web Site. Frankly, Zappa cannot guarantee the standards of any website to which links are provided on this Website, nor shall we be held responsible for the contents of such sites or any subsequent links. We do not represent or warrant that the contents of any third-party website are accurate, compliant with state or federal law, or compliant with copyright or other intellectual property laws. Also, we are not responsible for any form of transmission received from any linked website. Any reliance on the contents of a third-party website is done at your own risk, and you assume all responsibilities and consequences resulting from such reliance. These Terms and Conditions do not apply to companies we do not own or control, or to the actions of people, we do not employ or manage. We have no control over and assume no responsibility for any Third-Party Sites’ products, services, content, functionality, representations, warranties, privacy policies, or practices. In addition, we will not and cannot censor or edit the content of any third-party sites. By using the Website, you expressly release Frankly Zappa from any liability arising from using any Third-Party Sites. Accordingly, we encourage you to be aware when you leave the Website and to read the terms and conditions and privacy policy of each other third-party Sites that you visit.

Embedded Video Links.

Certain pages of the Website provide the functionality for you to “embed” videos appearing on the page on other websites or blog pages (together with the Player, as defined herein, the “Embedded Video”). The functionality is provided by giving you the necessary HTML code to include on such a page to make that Embedded Video appear. If you include the HTML on a web or blog page, the actual video stream for the Embedded Video will be served from our servers, but the Embedded Video may be rendered to the visitor of that page as part of that page. If you elect to embed video on a page, you agree as follows: (i) you will not alter, in any respect, the Embedded Video (including without limitation the content, format, and length and advertising associated therewith) from how it is served from our servers; (ii) you will not facilitate access to the Embedded Video through any video player or other tool other than the video player that is provided by us when the Embedded Video appears (the “Player”); (iii) the Embedded Video may be used as part for commercial purposes, including on an advertising-supported page, provided that: (a) the Embedded Video shall not be included in, or used as part of, a service that sells access to video content; (b) you shall not insert advertising, sponsorship or promotional messages in, or immediately adjacent to, the Embedded Video or Player; and (c) to the extent you sell any advertising, sponsorship or promotional material to appear on the same page that includes the Embedded Video, the page includes other content not provided by us which is a sufficient basis for such sales. Without limitation, you may not block, inhibit, build upon, or turn off any portion of the Player, including links back to our site. You understand and agree that all measured metrics related to the access and viewing of the Embedded Video shall be credited to the Web Site Without limitation of any provision of these Terms and Conditions, we shall have no liability to you for any reason concerning your use of Embedded Video and you agree to defend, indemnify and hold us and our affiliates and our affiliates’ directors, officers, employees and agents harmless from any claims, liabilities, costs and expenses, including attorneys’ fees, arising in any way from your use of the Embedded Video.

Copyright Agent.

Frankly, Zappa respects the intellectual property rights of others and expects its users to do the same. In appropriate circumstances and at its sole and absolute discretion, it is Frankly Zappa’s policy to disable and terminate the accounts of users who repeatedly infringe or are often charged with violating the copyrights or other intellectual property rights of others.

Suppose you are a copyright owner or are authorized to act on behalf of one or authorized to act under any exclusive right under copyright. In that case, you may file a notification of copyright infringement on or through the Web Site as set forth below. Frankly, Zappa will take whatever it deems appropriate (in its sole and absolute discretion), which may include removing the challenged material from the Website.

To file a copyright infringement notification with us, you will need to send a written communication that includes substantially the following (please consult your legal counsel or see Section 512(c)(3) of the Copyright Act to confirm these requirements):

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 claimed to have been infringed, or, if a single notification covers multiple copyrighted works at a single online site, a representative list of such works.
Identification of the material claimed to be infringing or the subject of violating activity, which is to be removed or accessed and disabled, and information reasonably sufficient to permit the service provider to locate the material.
Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
A statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the notification is accurate and under penalty of perjury that the complaining party is authorized to act on behalf of the owner of an exclusive right allegedly infringed.

Such written notice should be sent to our designated agent as follows:

Digital Millennium Copyright Act Complaints:
Frankly Zappa
1000 Brickell Avenue, Suite 750
Miami, FL 33131
Attention: DMCA Compliance Officer
Email: compliance@franklyzappa.com

Please also note that under Section 512(f), anyone who knowingly misrepresents that material or activity is infringing may be liable.

Counter-Notification

Elect to send us a counter-notice to be effective. It must be a written communication provided to our designated agent that includes substantially the following (please consult your legal counsel or see 17 U.S.C. Section 512(g)(3) to confirm these requirements):

A physical or electronic signature of the user.
Identify the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
A statement under penalty of perjury that the user has a good faith belief that the material was removed or disabled due to a mistake or misidentification of the material to be removed or disabled.
The user’s name, address, and telephone number, and a statement that the user consents to the jurisdiction of the Federal District Court for the judicial district in which the address is located or if the user’s address is outside of the United States, for any judicial district in which the service provider may be found, and that the user will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Such written notice should be sent to our designated agent as follows:

Digital Millennium Copyright Act Complaints:

Frankly Zappa
1000 Brickell Avenue, Suite 750
Miami, FL 33131
Attention: DMCA Compliance Officer
Email: compliance@franklyzappa.com

Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability. Please also be advised that we enforce a policy that provides for the termination of users who are repeat infringers in appropriate circumstances.

Ability to Accept Terms and Conditions

You affirm that you are either more than 13 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter the terms, conditions, obligations, affirmations, representations, and warranties outlined in these Terms and Conditions, and to abide by and comply with these Terms and Conditions. In any case, you affirm that you are over 13, as the Website Is strictly not intended for children under 13. If you are under 13 years of age, then please do not use the Web Site. There are lots of other great websites for you. Talk to your parents about what sites are appropriate for you.

Assignment

These Terms and Conditions, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by Frankly Zappa without restriction, including, without limitation, in the event of a change of control of Frankly Zappa by merger, acquisition, sale, or operation of law.

DISCLAIMER OF WARRANTIES.

THE WEB SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, FEATURES, CONTENT, FUNCTIONS AND MATERIALS PROVIDED THROUGH THE WEB SITE, ARE PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, PLAYABILITY, DISPLAYABILITY, ACCURACY, PRECISION, CORRECTNESS, THOROUGHNESS, COMPLETENESS, USEFULNESS, OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. WE, AT THIS MOMENT, DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT THAT THE WEBSITE OR THE SERVICES, CONTENT, FUNCTIONS, OR MATERIALS PROVIDED THROUGH THE WEBSITE WILL BE TIMELY, SECURE, UNINTERRUPTED, OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE WEBSITE OR THE PROVIDED SERVICES WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS, OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. WE AND OUR AFFILIATES ALSO ASSUME NO RESPONSIBILITY. THEY SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR EQUIPMENT ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING OF THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO CONTENT, OR AUDIO CONTENT FROM THE WEB SITE. IF YOU ARE DISSATISFIED WITH THE WEBSITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE WEBSITE.

WE TRY TO ENSURE THE INFORMATION POSTED ON THE WEBSITE IS CORRECT AND UP TO DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE WEBSITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE NEITHER ENDORSE NOR ARE RESPONSIBLE FOR THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT ON THE WEBSITE NOR ANY OFFENSIVE, DEFAMATORY, OBSCENE, INDECENT, UNLAWFUL, OR INFRINGING POSTING MADE THEREON BY ANYONE OTHER THAN OUR AUTHORIZED EMPLOYEE SPOKESPERSONS WHILE ACTING IN THEIR OFFICIAL CAPACITIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS OF THE WEB SITE). IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE, OR OTHER CONTENT AVAILABLE THROUGH THE WEBSITE. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE, OR OTHER CONTENT, INCLUDING BUT NOT LIMITED TO FINANCIAL, HEALTH, OR LIFESTYLE INFORMATION AND ADVICE CONTENT.

BEFORE THE EXECUTION OF A PURCHASE OR SALE OF ANY SECURITY OR INVESTMENT, YOU ARE ADVISED TO CONSULT WITH YOUR BROKER OR OTHER FINANCIAL ADVISOR TO VERIFY PRICING AND OTHER INFORMATION. WE SHALL HAVE NO LIABILITY FOR INVESTMENT DECISIONS BASED UPON THE RESULTS OBTAINED FROM THE CONTENT PROVIDED HEREIN. NOTHING CONTAINED IN THE WEBSITE SHALL BE CONSTRUED AS INVESTMENT ADVICE. WE ARE NOT A REGISTERED BROKER-DEALER OR INVESTMENT ADVISOR AND DO NOT GIVE INVESTMENT ADVICE OR RECOMMEND ONE PRODUCT OVER ANOTHER.

WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, WE AND OUR AFFILIATES, SUPPLIERS, AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY PRODUCTS OR SERVICES ORDERED OR PROVIDED VIA THE WEBSITE, AND AT THIS MOMENT DISCLAIM. YOU, AT THIS MOMENT, WAIVE ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN PRODUCT OR SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS, DOCUMENTS, AND OTHERWISE ON THE WEBSITE OR IN CORRESPONDENCE WITH US OR OUR AGENTS. ANY PRODUCTS AND SERVICES ORDERED OR PROVIDED VIA THE WEBSITE ARE PROVIDED BY US “AS IS,” EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE OUTLINED IN A LICENSE OR SALE AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND US OR OUR LICENSOR OR SUPPLIER.

LIMITATION OF LIABILITY.

IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL WE, OUR AFFILIATES, OR ANY OF OUR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE WEB SITE OR THE CONTENT, FEATURES, MATERIALS, AND FUNCTIONS RELATED TO IT, YOUR PROVISION OF INFORMATION VIA THE WEB SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED, OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE WEBSITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE WEB SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO US FOR YOUR USE OF THE WEB SITE OR PURCHASE OF PRODUCTS VIA THE WEB SITE.

Photosensitive Seizures.

A tiny percentage of people may experience a seizure when exposed to specific visual images, such as flashing lights or patterns that may appear in video games or other electronic or online content. Even people who have no history of seizures or epilepsy may have an undiagnosed condition that can cause these “photosensitive epileptic seizures” while watching video games or other electronic content. These seizures have a variety of symptoms, including lightheadedness, disorientation, confusion, momentary loss of awareness, eye or face twitching, altered vision, or jerking or shaking of arms or legs. If you experience any of the preceding symptoms, or if you or your family has a history of seizures or epilepsy, you should immediately stop using the Website and consult a doctor.

Applicable Laws.

We control and operate the Website from our offices in the United States of America. We do not represent that materials on the Website are appropriate or available in other locations. Persons who choose to access the Website from other locations do so on their initiative and are responsible for compliance with local laws if and to what extent local laws are applicable. All parties to these terms and conditions waive their respective rights to a trial by jury.

Termination.

We may terminate, change, suspend, or discontinue any aspect of the Web Site or the Web Site’s services at any time. We may restrict, suspend, or terminate your access to the Website and its services if we believe you breach our terms and conditions, applicable law, or for any other reason without notice or liability. We maintain a policy that provides for the termination in appropriate circumstances of the Website use privileges of users who are repeat infringers of intellectual property rights.

Changes to Terms and Conditions.

At our sole discretion, we reserve the right to change, modify, add, or remove any portion of the Terms and Conditions, in whole or in part, at any time. Changes in the Terms and Conditions will be effective when posted. Your continued use of the Website and the services made available on or through the Website after any changes to the Terms and Conditions are posted will be considered acceptance of those changes.

Miscellaneous.

Frankly, Zappa created and controlled the Web Site in the State of Florida, U.S.A. As such, the internal substantive laws of the State of Florida will exclusively govern these Terms and Conditions without giving effect to any principles of conflicts of laws or choice of laws. Any claim or dispute arising under or related to the Web Site and the subject matter of these Terms and Conditions (including, without limitation, any controversy or claim relating to the interpretation, applicability, enforceability, or formation of these Terms and Conditions and the enforceability of this arbitration provision) shall be resolved exclusively by binding arbitration by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator shall be a former or retired judge. The award or decision rendered by the arbitrator (including liability for the legal costs and expenses of the party that substantially prevails in the dispute as set forth below) shall be final, binding, and conclusive. Any court of competent jurisdiction may enter judgment upon such a record. The award of the arbitrator shall include the payment of all costs and expenses, including, without limitation, attorney fees, arbitration fees, and all other legal fees, costs, and expenses relating to the dispute incurred by the party that the arbitrator determines substantially prevailed in the conflict, subject to the arbitrator’s sole determination. All proceedings connected with the arbitration, including hearings, shall be held in the City of Miami, the borough of Miami. This section does not preclude a party from seeking equitable relief from a court of competent jurisdiction.

It is the express wish of the parties that these Terms and Conditions and all related documents be drawn up in English.

These Terms and Conditions, together with the Privacy Policy and any other legal notices published by Frankly Zappa on the Web Site or elsewhere, shall constitute the entire agreement between you and Frankly Zappa concerning the Web Site. Suppose any provision of these Terms and Conditions is deemed invalid or unenforceable. In that case, the remaining provisions of these Terms and Conditions shall be unimpaired, and the unenforceable term or provision shall be replaced by such enforceable term or provision as comes closest to the intention underlying the unenforceable term or provision. No waiver of any term of these Terms and Conditions shall be deemed a further or continuing waiver of such term or any other term. Frankly, Zappa’s failure to assert any right or provision under these Terms and Conditions shall not constitute a waiver of such right or provision. Frankly, Zappa reserves the right to amend these Terms and Conditions at any time and without notice, and it is your responsibility to review these Terms and Conditions for any changes. Your use of the Website following any amendment of these Terms and Conditions will signify your assent to and acceptance of its revised terms. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAWS, YOU AND FRANKLY ZAPPA AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE WEBSITE MUST COMMENCE WITHIN SIX (6) MONTHS AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

Supplemental Terms.

Getty Images Notice:

Getty Images still images and visual representations (including, without limitation, from Getty Images wholly-owned Sport, MLB, NHLI, AFP Sport, and Bongarts Sports) may not be republished, retransmitted, reproduced, downloaded, or otherwise used, except for downloading for personal, non-commercial use.

S&P Dow Jones Notice:

The Dow Jones Industrial Average is proprietary to and calculated, distributed, and marketed by DJI Opco, an S&P Dow Jones Indices LLC subsidiary, and licensed to S&P Opco, LLC. Standard & Poor’s and S&P are registered trademarks of Standard & Poor’s Financial Services LLC, and Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC. All content of the Dow Jones Industrial Average © S&P Dow Jones Indices LLC 2014 and its affiliates.

These Terms and Conditions were revised 01/01/2022.

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Any endorsement. See our Privacy Policy. The material on this site may not be reproduced, distributed, transmitted, cached, or otherwise used except with the prior written permission of FranklyZappa.com.

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