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SOFTWARE OR SERVICES BY ZCONVERTER AND THE USE OF AND/OR ACCESS TO THIS
YOUR ACCESS TO AND USE OF THE PORTAL. THE PORTAL IS AVAILABLE FOR YOUR USE ONLY
ACCESSING OR USING THE PORTAL, YOU AND THE ENTITY YOU ARE AUTHORIZED TO
REPRESENT ("YOU" OR "YOUR") SIGNIFY YOUR AGREEMENT TO BE BOUND BY THE TERMS
and services (collectively, "Services") available on the PORTAL, except to the extent such Services are
the subject of a separate agreement.
Changes to this Agreement
the PORTAL may be changed, supplemented, deleted or updated without notice at the sole discretion
of ZCONVERTER. ZCONVERTER may establish or change, at any time, general practices and limits
concerning other ZCONVERTER products and services in its sole discretion.
Please review this Agreement periodically for changes. If you do not agree to any of this Agreement or
any changes to this Agreement, do not use, access or continue to access the PORTAL or discontinue
any use of the PORTAL immediately.
License and Ownership
Any and all intellectual property rights ("Intellectual Property") associated with the PORTAL and its
original content, features and functionality (“Content”) are the sole property of ZCONVERTER, its
affiliates or third parties. The Content is protected by copyright, trade dress, trademark, unfair
competition, patent, trade secret and other intellectual property or proprietary rights laws in both the
United States and other countries and may not be copied or imitated in whole or in part. All custom
graphics, icons, and other items that appear on the PORTAL are trademarks, service marks or trade
dress ("Marks") of ZCONVERTER, its affiliates or other entities that have granted ZCONVERTER the
right and license to use such Marks and may not be used or interfered with in any manner without the
express written consent of ZCONVERTER. Except as otherwise expressly authorized by these Terms
of Use, you may not copy, reproduce, modify, lease, loan, sell, create derivative works from, upload,
transmit, or distribute the Intellectual Property of the PORTAL in any way without ZCONVERTER’s or
the appropriate third party's prior written permission.
ZCONVERTER grants you a non-exclusive, non-transferable, limited license to use the PORTAL in
Restrictions on Use of the PORTAL
(a) You shall not disguise the origin of information transmitted through the PORTAL.
(b) You will not place false or misleading information on the PORTAL.
(c) You will not use or access any service, information, application or software available via the PORTAL
in a manner not expressly permitted by ZCONVERTER.
(d) You will not input or upload to the PORTAL any information which contains viruses, Trojan horses,
worms, time bombs or other computer programming routines that are intended to damage, interfere
with, intercept or expropriate any system, the PORTAL or Information or that infringes the Intellectual
Property (defined below) rights of another.
(e) Certain areas of the PORTAL are restricted.
(f) You may not use or access the PORTAL or the ZCONVERTER Systems or Services in any way that,
in ZCONVERTER’s judgment, adversely affects the performance or function of the ZCONVERTER
Systems, Services or the PORTAL or interferes with the ability of authorized parties to access the
ZCONVERTER Systems, Services or the PORTAL.
(g) You may not frame or utilize framing techniques to enclose any portion or aspect of the Content or
the Information, without the express written consent of ZCONVERTER.
“Confidential Information” means all nonpublic information disclosed by ZCONVERTER, its affiliates,
business partners or our or their respective employees, contractors or agents that is designated as
confidential or that, given the nature of the information or circumstances surrounding its disclosure,
reasonably should be understood to be confidential. ZCONVERTER Confidential Information includes:
(a) nonpublic information relating to our or our affiliates or business partners’ technology, customers,
business plans, promotional and marketing activities, finances and other business affairs; (b) third-party
information that we are obligated to keep confidential; and (c) the nature, content and existence of any
discussions or negotiations between you and us or our affiliates.
You may use ZCONVERTER Confidential information only in connection with your use of the PORTAL
as permitted under this Agreement. Thereafter, you will not disclose any ZCONVERTER Confidential
Information during the 5 year period following the termination of your use of the PORTAL. You will take
all reasonable measures to avoid disclosure, dissemination or unauthorized use of ZCONVERTER
Confidential Information, including, at a minimum, those measures you take to protect your own
confidential information of a similar nature.
You agree that ZCONVERTER, in its sole discretion, may terminate your access to the PORTAL, without
cause or notice, which may result in the forfeiture and destruction of all information associated with you.
All provisions of this Agreement that by their nature should survive termination shall survive termination,
including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of
ZCONVERTER MAKES NO REPRESENTATIONS ABOUT THE RESULTS TO BE OBTAINED FROM
USING THE PORTAL, THE ZCONVERTER SYSTEMS, THE SERVICES, THE INFORMATION OR
THE CONTENT. THE USE OF SAME IS AT YOUR OWN RISK.
THE PORTAL, THE ZCONVERTER SYSTEMS, THE INFORMATION, THE SERVICES AND THE
CONTENT ARE PROVIDED ON AN "AS IS" BASIS. ZCONVERTER, ITS LICENSORS, AND ITS
SUPPLIERS, TO THE FULLEST EXTENT PERMITTED BY LAW, DISCLAIM ALL WARRANTIES,
EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED
TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD
PARTIES' RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE. ZCONVERTER AND ITS
AFFILIATES, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES
ABOUT THE ACCURACY, COMPLETENESS, SECURITY OR TIMELINESS OF THE CONTENT,
INFORMATION OR SERVICES PROVIDED ON OR THROUGH THE USE OF THE PORTAL OR THE
ZCONVERTER SYSTEMS. NO INFORMATION OBTAINED BY YOU FROM THE PORTAL SHALL
CREATE ANY WARRANTY NOT EXPRESSLY STATED BY ZCONVERTER IN THESE TERMS OF
SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTY, SO THE
LIMITATIONS AND EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU. IF YOU ARE
DEALING AS A CONSUMER, YOUR STATUTORY RIGHTS THAT CANNOT BE WAIVED, IF ANY, ARE
NOT AFFECTED BY THESE PROVISIONS. YOU AGREE AND ACKNOWLEDGE THAT THE
LIMITATIONS AND EXCLUSIONS OF LIABILITY AND WARRANTY PROVIDED IN THESE TERMS
OF USE ARE FAIR AND REASONABLE.
Limitation of Liability
IN NO EVENT SHALL ZCONVERTER, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS,
SUPPLIERS, OR AFFILIATES, BE LIABLE FOR DAMAGES, DIRECT OR CONSEQUENTIAL,
RESULTING FROM YOUR USE OF THE PORTAL, AND YOU AGREE TO DEFEND, INDEMNIFY AND
HOLD US HARMLESS FROM ANY CLAIMS, LOSSES, LIABILITY COSTS AND EXPENSES,
INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES, ARISING FROM YOUR VIOLATION OF ANY
Compliance with Law Including Export Control
You agree to use the PORTAL in strict compliance with all applicable laws, rulings and regulations and
in a fashion that does not, in the sole judgment of ZCONVERTER, negatively reflect on the goodwill or
reputation of ZCONVERTER and shall take no actions which would cause ZCONVERTER to be in
violation of any laws, rulings or regulations applicable to ZCONVERTER.
The United States and certain other jurisdictions control the export of products and information. You
agree to comply with all such applicable restrictions and not to export or re-export the Content (including
any software or the Services) to countries or persons prohibited under the United States or other
applicable export control laws or regulations. If you access and download the Content (including any
software or the Services) or Information, you represent that you are not in a country where such export
is prohibited or are not a person or entity to which such export is prohibited. You are solely responsible
for compliance with the laws of your local jurisdiction and any other applicable laws regarding the import,
export, or re-export of the Content (including any software or the Services).
TO THE FULLEST EXTENT PERMITTED BY LAW, YOU HEREBY EXPRESSLY AGREE THAT ANY
PROCEEDING ARISING OUT OF OR RELATING TO YOUR USE OF THE PORTAL, THE
ZCONVERTER SYSTEMS, INFORMATION, SERVICES AND CONTENT SHALL BE INSTITUTED IN
A STATE OR FEDERAL COURT SITTING IN THE COUNTY OF ORANGE, STATE OF CALIFORNIA,
UNITED STATES OF AMERICA AND YOU EXPRESSLY WAIVE ANY OBJECTION THAT YOU MAY
HAVE NOW OR HEREAFTER TO THE LAYING OF THE VENUE OR TO THE JURISDICTION OF ANY
SUCH PROCEEDING. YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF
OR RELATED TO YOUR USE OF THE PORTAL, THE ZCONVERTER SYSTEMS, INFORMATION,
SERVICES AND/OR CONTENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR
CAUSE OF ACTION AROSE.
Governing Law and Language
governed and construed in accordance with the laws of the State of California, United States, without
giving effect to any principles of conflicts of law.
EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE, SERVICE OR OTHER WRITTEN
ENTIRE AGREEMENT BETWEEN YOU AND ZCONVERTER WITH RESPECT TO THE USE OF THE
PORTAL, THE ZCONVERTER SYSTEMS, AND ANY SOFTWARE OR SERVICE, INFORMATION AND
CONTENT CONTAINED THEREIN, AND SUPERSEDE ALL DISCUSSIONS, COMMUNICATIONS,
CONVERSATIONS AND AGREEMENTS CONCERNING THE SUBJECT MATTER HEREOF.