Legal Notice
Terms & Conditions of Use
Use of this website is governed by the terms and conditions described below. Please read them carefully. Your use of this website indicates your acceptance of these terms and conditions. Zecurion, Inc. (the “Company”) reserves the right to make modifications to these Terms & Conditions of Use at any time. You accept the obligation to review these Terms & Conditions of Use prior to each use, and your use of this website constitutes an acceptance to be bound by any modifications. These Terms & Conditions of Use are referred to hereafter as the “Agreement”.
1. The Service Licensed. The term “Service” shall mean the Internet web pages, data, analyses, screens, reports, documentation and other information of any kind that are accessible through the Company’s web application (the “Website”), as well as all updates, enhancements and modifications thereto, and all intellectual property contained therein.
2. Grant of License. Subject to the terms and conditions of this Agreement, the Company grants to you, the “User”, during the Term (as defined in Section 5 below), a limited nonexclusive, nontransferable, revocable license solely in connection with User’s business or personal use, and not for resale, (i) to access and use the Service (or any portions thereof) and (ii) to download or print hard copies of the Service (or any portions thereof). In the event User downloads or prints copies of the Service, User shall ensure that such download or printed hard copy contains the following language:
©2009 Zecurion, Inc. All Rights Reserved. ZServer ® and Zlock™ are trademarks and service marks of Zecurion, Inc.
The Company reserves the right at all times and without notice to (i) restrict or prevent User’s access to the Service (or any portion thereof); and (ii) modify or discontinue providing the Service (or any portion thereof). The Company shall have no obligation to correct or update the Service. For the purposes of the license grant in this Section 2, the term “User” shall include any entity on behalf of which this Agreement is being reviewed and accepted and such entity’s employees.
3. Restrictions on Use. User may not (i) use, copy, modify, merge, install, transfer or distribute the Service, except as expressly provided in this Agreement; (ii) reverse-engineer, decompile, translate, disassemble or separate the components of the Service (including, without limitation, viewing or otherwise obtaining HTML source code); (iii) sublicense, rent, sell or lease the Service or any part thereof, except as expressly provided in this Agreement; (iv) use the Service or any part thereof for third-party training, commercial time-sharing or service bureau use, except as expressly provided in this Agreement or on the Website; (v) remove from the Service or alter any copyright or trademark notice contained therein; (vi) use the Website for any unlawful purpose; (vii) express or imply that any statements User makes are endorsed by us, without our prior written consent; (viii) transmit (a) any content or information that is unlawful, fraudulent, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable, or infringes on our or any third party’s intellectual property or other rights, (b) any material, non-public information about individuals or companies without the authorization to do so, (c) any trade secret of any third party, or (d) any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities, or other unsolicited commercial communication (except as otherwise expressly permitted by us), or engage in spamming or flooding; (ix) transmit any software or other materials that contain any virus, worm, time bomb, Trojan horse, or other harmful or disruptive component; (x) “frame” or “mirror” any part of the Website without our prior written authorization; (xi) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents; or (xii) harvest or collect information about Website visitors or members without their express consent.
4. Making Purchases. If you wish to purchase the software described on the Website, you will be asked by the Company to supply certain information applicable to your purchase, which may include, without limitation, credit card and other personally identifiable information. You understand that any such information will be treated by the Company in the manner described in our Privacy Policy. You agree that all information that you provide to the Company will be accurate and complete. You agree to pay all charges incurred by you or any users of your account and credit card or other payment mechanism at the price in effect when such charges are incurred. You will also be responsible for paying any applicable taxes relating to your purchases. Descriptions or images of, or, references to, products or services on the Website which are not sold by the Company do not imply the Company’s endorsement of such products or services. We reserve the right, without prior notification, to change such descriptions or references, or to limit the order quantity on any service and/or refuse service to you. Verification of information may be required prior to the Company’s acceptance of any order. Price and availability of any software are subject to change without notice. More information on the Company’s customer service policies can be found on the Website.
5. Term.
5.1 Duration. The term of this Agreement (the “Term”) shall commence on the date on which User first accesses or utilizes the Website in any way (the “Effective Date”) and will continue until the earlier of (a) expiration in accordance with Section 5.2 below and (b) termination in accordance with Section 5.3 below.
5.2 Expiration. Unless otherwise provided in a written commitment by the Company, the Term shall expire on the date set forth on the Website as the date the Service will no longer be offered.
5.3 Termination. Notwithstanding Section 5.2 above, the Company will be entitled to immediately terminate this Agreement by written notice to User if User has breached any provision hereof.
6. Ownership.
6.1 Proprietary Information. User acknowledges and agrees that: (i) the Service, including, without limitation, any modifications, enhancements and updates, and any originals and copies thereof, in whole or in part, and all intellectual property rights therein (collectively, “Proprietary Information”), is owned by the Company and its third party content providers (“Content Providers”), as applicable; (ii) the Proprietary Information contains valuable copyrighted and proprietary material of the Company; (iii) the Proprietary Information is licensed, rather than sold, to User pursuant to this Agreement; and (iv) User has no rights in the Proprietary Information, other than the rights and licenses specifically granted to User pursuant to this Agreement. The Company may disclose additional information to User in the form of upgrades, documentation or other support during the term of this Agreement and User agrees that such information shall also be deemed Proprietary Information.
6.2 Confidentiality. User hereby acknowledges that the Company may disclose to User, as part of or in conjunction with Proprietary Information, valuable confidential information of the Company. User agrees to hold all such confidential information in confidence and not to disclose such confidential information to anyone other than User's employees with a bona fide need to know, provided such employees are governed by a parallel confidentiality obligation of equal or greater force. Additionally, User agrees to use at least that degree of care which User uses to protect User’s own information of a similar confidential nature, but in no event less than reasonable protection. Excluded from such confidential information is information which, as proven by User by clear and convincing evidence, was in User’s possession without confidential limitation prior to disclosure, is known or becomes known to the general public without breach of this Agreement, is received rightfully by User without confidentiality limitations from a third party, or is disclosed publicly by the Company without substantially similar confidentiality restrictions. This confidentiality obligation is to survive the termination, expiration or cancellation of this Agreement for any cause whatsoever, and to remain in force in perpetuity.
6.3 Competitive Services. User is prohibited from, and shall not, develop, market or sell any competitive service based on or derived in any way from the use of the Website or from Proprietary Information or from the benefits of know-how resulting from access to or work with the Company’s confidential information. The term “benefits of know how” means information in non-tangible form which may be retained by persons who have had access to the Confidential Information, including ideas, concepts, know how or techniques contained therein.
7. Trademarks. User acknowledges that the Company has acquired, and is the owner of, trademark rights in the names and word marks, Zserver®, Zlock™, Zgate™ and Zecurion™, and in the design marks displayed on the Website. User acknowledges that these names and marks are famous and internationally known. User shall not, at any time or for any reason, challenge the validity of, or the Company’s ownership of, the foregoing names and marks, and User waives any rights User may have at any time to do so. All use of the foregoing names and marks by User shall inure exclusively to the benefit of the Company. All marks shown on the Website but not owned by the Company are the property of their respective owners.
8. Subscriber Qualifications.
8.1 As part of the registration process, you will create a user name and password. You must provide accurate, complete, and current registration information and you agree to provide the Company with any updates to that information promptly after the Company’s request. The privacy of our members is very important to us. Please click here to view the Website’s Privacy Policy.
8.2 Use of the Service is available only to persons who are at least 18 years of age.
8.3 You are responsible for all use of your account under any password by any person, whether or not authorized by you, and for ensuring that all use of your account complies with this Agreement.
9. Claims of Copyright Infringement. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials hosted by the Company infringe your copyright, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information:
(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;
(b) identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on the Website are covered by a single notification, a representative list of such works);
(c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow the Company to locate the material on the Website;
(d) the name, address, telephone number, and email address (if available) of the complaining party;
(e) a statement that the complaining party has 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; and
(f) 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 that is allegedly infringed.
If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send the Company a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see http://www.copyright.gov/ for details. Notices and counter-notices with respect to the Website should be sent to milman@zecurion.com. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
10. Disclaimer of Warranty. THE SERVICE IS PROVIDED “AS IS” WITH ALL FAULTS AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH USER. USER ACKNOWLEDGES THAT, BECAUSE OF THE NATURE OF THE INTERNET, THE SERVICE MAY NOT BE ACCESSIBLE WHEN NEEDED, AND THAT INFORMATION TRANSMITTED OVER THE INTERNET MAY BE SUBJECT TO THIRD PARTY INTERCEPTION AND MODIFICATION. THE COMPANY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY OF INFORMATIONAL CONTENT, AND ABSENCE OF VIRUSES AND DAMAGING OR DISABLING CODE. NEITHER THE COMPANY NOR ITS CONTENT PROVIDERS WARRANT THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SERVICE.
11. Limitation of Liability. Each User is solely responsible for (i) his or her use of the Service, and (ii) any damages incurred by him or her or any third party that arise from or are related to the Service. Neither the Company nor its Content Providers will be liable to User or any third party for any damages arising from or relating to this Agreement or the Service, except to the extent such damages are determined by a court of competent jurisdiction to have arisen directly from a willful breach by the Company of any of its express obligations hereunder. In the event of such a finding, the aggregate liability of the Company and its Content Providers for any damages, whether arising in contract, tort or otherwise, shall be limited to actual damages proved not to exceed one thousand dollars ($1,000). Notwithstanding anything to the contrary set forth herein, neither the Company nor any of its Content Providers shall be liable for any punitive, special, indirect or consequential damages, even if the Company or its Content Providers have been advised of the possibility of such damages.
12. Indemnification. User shall defend, indemnify and hold the Company harmless against any loss or damage of any kind (including, without limitation, attorneys’ fees and lost revenues) arising from: (i) any and all breaches by User of this Agreement or any representation, warranty or covenant contained herein; (ii) any and all use of the Service not specifically authorized hereunder; and (iii) any and all claims and actions against the Company by User’s current and prospective clients, customers, vendors, affiliates and contractors arising from an act or omission of User.
13. Additional Service Features. The Website may contain information, products, and services provided by third parties and links (including advertisements) to third party web sites. This information and these products, services, and links are provided only as a convenience to Users. The Company does not review or control this information or these products, services, or other web sites, and the Company does not make any representations or warranties, express or implied, regarding this information or these products, services, or web sites. Inclusion of any of the foregoing in the Service does not constitute or imply an endorsement, authorization, sponsorship, or affiliation by or with the Company with respect to any third party or its web site or content, or any information, products, or services provided by that third party.
14. Effect of Termination. Immediately upon expiration or termination of this Agreement for any reason, all of User’s rights and licenses in and to the Service shall terminate, User shall either destroy or send to the Company (at User’s expense) all copies of Proprietary Information, and all of the Company's obligations hereunder shall cease. So long as User has any copy of Proprietary Information, User shall continue to be bound by the terms hereof. The terms of Sections 3-4 and 6-24 (inclusive) shall survive expiration or termination of this Agreement. Payments by User, which accrue or are due before termination of this Agreement, shall survive the expiration or termination of this Agreement for any reason.
15. Inadequacy of Legal Remedy. User acknowledges that the Company’s legal remedies (including the recovery of damages) are not sufficient in the event of any breach by User of any provisions of this Agreement regarding the ownership, use, copying or distribution of the Service and that the Company would suffer continuing and irreparable injury to its business as a direct result of such breach. Therefore, in the event of any such breach, User consents to entry of any injunctive relief necessary to prevent or cure such breach (including temporary and preliminary relief, and relief by order of specific performance), without posting of bond or other security or proof of actual damages or irreparable harm.
16. Place for all Disputes. All disputes arising out of this Agreement or the performance thereof shall be determined exclusively under the laws of the State of New York, without reference to its conflict-of-law provisions, and User consents to the personal jurisdiction of the state and federal courts located in New York County, New York. User shall not initiate any legal proceeding arising out of this Agreement or the performance thereof in any jurisdiction other than in the state or federal courts located in New York County, New York. In any proceeding to enforce the Company’s rights hereunder, the Company shall be awarded all of its costs and fees, including reasonable attorneys’ fees.
17. Entire Agreement; Variation. This Agreement and any license contained in the Company’s products set forth the entire agreement between the Company and User with respect to the Service; provided, however, that the Company reserves the right to modify this Agreement at any time at its sole discretion. If the Company does make changes to the Agreement, the Company will post a notice, along with a revised Agreement, on the Website. User will be responsible for regularly checking the Website for any such changes. By using the Service after the effective date of any change, User agrees that he or she will be bound by the revised Agreement.
18. Severability. If any provisions of this Agreement shall be held to be invalid, illegal or unenforceable, such provisions shall be modified, or if not possible, severed, to reflect the fullest valid, legal and enforceable expression of the intent of the parties and the remainder of this Agreement shall not be affected thereby.
19. Notices. When any notice is required or authorized hereunder, such notice shall be given in writing by recognized overnight express service, certified or registered mail, return receipt requested, or personal delivery, in the case of the Company, to the address on this website, with a copy to: Black & Associates, 350 Fifth Avenue, Suite 6710, New York, NY 10118, and in the case of User, to User’s attention at the address, including e-mail address, on file with the Company, or such other address as may be obtained through means believed by the Company in good faith to be accurate. A notice shall be deemed given on the date of personal delivery, the date an e-mail is sent, one business day after being deposited with the overnight express service, or five days after being deposited in the certified or registered mail, return receipt requested.
20. Relationship of Parties. Nothing herein shall be deemed to create an employer-employee relationship between the Company and User, nor any agency, joint venture or partnership relationship between the parties. Neither party shall have the right to bind the other to any obligation, nor have the right to incur any liability on behalf of the other.
21. Export. User understands that the Service or parts thereof may be a regulated commodity under the export control laws of the United States, as amended from time to time, and the regulations thereunder, and may require a license to be exported. The Service may not be exported or re-exported in violation of such laws.
22. Waiver. No delay, omission, or failure to exercise any right or remedy provided herein shall be deemed to be a waiver thereof or an acquiescence in the event giving rise to such right or remedy, but every such right or remedy may be exercised, from time to time as may be deemed expedient by the party exercising such remedy or right.
23. Assignment. Neither this Agreement nor any of User's rights granted herein may be assigned or transferred by User, whether voluntarily or by operation of law, without the express prior written permission of the Company and any attempt to do so shall be null and void.
24. Third-Party Beneficiaries. The provisions of this Agreement relating to the rights of the Company’s Content Providers are intended for the benefit of such Content Providers, and such Content Providers, as third-party beneficiaries, shall be entitled to enforce such provisions in accordance with their terms, irrespective of the fact that they are not signatories to this Agreement.
