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Third Party Terms

 

 

Z2Data EULA

Subject to modification by Z2Data, Inc.

  1. Z2Data Platform Access; Licensed Content
    1. Platform Grant; License Grant.  During the term of this Agreement, conditioned upon payment of the Z2Data Fees, conditioned upon compliance with this Section 4, and subject to the terms hereof, Z2Data grants to Enterprise (i) a limited, revocable, non-exclusive, non-transferrable, non-sublicensable right to access and use the Z2Data Platform by means of an Account established and registered by Enterprise and/or its Authorized Enterprise User in accordance with this Agreement; and (ii) a limited, revocable, non-exclusive, non-transferrable, non-sublicensable right and license to use the Licensed Content only for its internal purposes, and may only make a reasonable number of copies to achieve Enterprise’s internal purposes.
    2. Misuse of Z2Data Services Prohibited.  Except as expressly provided otherwise in this Agreement, Enterprise and its authorized Users may not, nor allow any third party to: (i) modify, disassemble, decompile or reverse engineer the Z2Data Services, nor any component thereof; (ii) copy the Z2Data Services (including any Content), nor any component thereof, nor make any derivative works thereof; (iii) use Z2Data Services (including any Content) to build a database for resale or for access by a third party in direct or indirect competition with the Z2Data Services; (iv) delete or in any manner alter the copyright, Mark, and other proprietary rights notices, if any, of Z2Data and its licensors and/or suppliers appearing on any Z2Data Services.  User and/or Enterprise and its Users shall not (a) transfer, share access or use, sub-license, rent, lend, transmit, sell, re-circulate, repackage, assign, lease, resell, publish, copy, translate, convert, alter, enhance, disassemble, modify, change, host, outsource, disclose, and/or otherwise exploit any portion of the Z2Data Services (including any Content), or any element thereof; (b) create Internet “links” to the Z2Data Services or “frame” or “mirror” any part of the Z2Data Services (including any Content); (c) attempt to disable or circumvent any security mechanisms used by the Z2Data Services, or any applications running on the Z2Data Services; (d) engage in any activity that interferes with or disrupts the Z2Data Services (or the servers and networks connected to the Z2Data Services); (e) access the Z2Data Services in a manner intended to avoid incurring fees or exceeding usage limits or quotas; (f) access the Z2Data Services for the purpose of bringing an intellectual property infringement claim against Z2Data or for the purpose of creating a product or service competitive with the Z2Data Services; (g) use any linking, deep-linking, framing or page-scraping technology, robots, spiders or other automatic devices, programs, algorithms or methodologies, or any similar or equivalent manual processes, to access, acquire, copy, distribute, display or monitor any portion of the Z2Data Services (including any Content), or in any way reproduce or circumvent the navigational structure or presentation of the Z2Data Services, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Z2Data Services; (h) infringe or violate the copyright, patent, trademark, service mark, trade name, trade secret, or other Intellectual Property Rights of any third party or Z2Data, or any rights of publicity or privacy of any party; (i) introduce or utilize any viruses, Trojan horses, worms, malware, spyware, time bombs, and/or any other similar software, data, code, or programs that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, personal information, or property of another; (j) violate any law, statute, ordinance, or regulation, including without limitation the laws and regulations governing export control, unfair competition, privacy, publicity, anti-discrimination, or false advertising; (k) interfere with or disrupt the use of Z2Data Services by any other user or reverse look-up, trace or seek to trace any information on any other user of or visitor to the Z2Data Services; (l) probe, scan, or test the vulnerability of the Z2Data Services or any network connected to them or attempt to gain unauthorized entry or access to the computer systems of any other user, person, or entity; (m) take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Z2Data Service’s systems or networks, or any systems or networks connected to them.
    3. Suspension of Access and License.  Without limiting its other remedies available hereunder or under law, if Enterprise (or User) fails to comply with the provisions of this Section 4, or fails to timely pay all fees due and owing hereunder (including under any Order Form or statement of work), then Z2Data may, but is not obligated to, immediately suspend the rights granted under Section 4.1.  During any such suspension, and without limiting other remedies available to Z2Data, Z2Data shall be relieved of all of its obligations set forth in this Agreement until such time as Enterprise shall cure such incompliance and breach.  During any such suspension, the Term of this Agreement shall not be tolled or paused, and the expiration not delayed.
    4. Export Compliance.  The Z2Data Services are subject to all applicable export control laws and regulations, including without limitation those of the United States government.  Enterprise and all authorized Users of Enterprise agree not to directly or indirectly export, re-export, divert, release, provide access to, transfer or disclose the Z2Data Services, or any derivative thereof, to any prohibited or restricted destination, end-use, or end-users, or to anyone who requires a United States export license or other license, except in accordance with all relevant export control laws and regulations which may require it to obtain necessary licenses, approvals or permissions from the appropriate US governmental authority and all required foreign authorities prior to undertaking such activities.
    5. License Termination.  Following any termination, expiration, or cancellation of this Agreement or the rights and/or licenses granted herein: (i) subject to the provisions specified below, immediately upon Z2Data’s request, Enterprise and/or User will either destroy or send to Z2Data (at Enterprise’s expense) all copies of the Licensed Content; (ii) Enterprise’s and/or User’s rights to continue to use, or reproduce, the Licensed Content, and any and all other rights thereto, if any, shall immediately cease; and (iii) all of Z2Data’s obligations hereunder shall cease.  So long as Enterprise has any copy of the Licensed Content, Enterprise shall continue to be bound by the terms hereof.
  2. Term and Termination
    1. Term.  The term of this Agreement shall begin upon the Effective Date and continue for the period of time specified in such Order Form, unless earlier terminated in accordance with the terms of this Agreement (the “Term”).
    2. Termination for Inactivity.  Subject to the terms hereof and applicable law, if a User Account remains inactive for six (6) months, then Z2Data may suspend or terminate access to the Z2Data Services, deactivate or delete the Account, and delete all its Content and/or data, and/or may terminate this Agreement.
    3. For Cause Termination or Response.  Without limiting Z2Data’s other rights or remedies, Z2Data may, but is not obligated to, temporarily or indefinitely revoke or limit access to the Z2Data Services, deny any User registration, and/or permanently revoke any User access to the Z2Data Services if: (i) User breaches the letter or spirit of any terms and conditions of this Agreement; (ii) Z2Data suspects or becomes aware that User has provided false or misleading data or information to Z2Data in an Account or Profile; (iii) Z2Data believes, in its sole discretion, that User actions may cause legal liability for any other User and/or Z2Data and/or its affiliates; or may involve illicit or illegal activity; (iv) any User is acting without appropriate and/or necessary authorizations; and/or (v) Z2Data is required by law, legal process, or law enforcement.  If any User’s Account is temporarily or permanently closed, User may not use the Z2Data Website, Z2Data Account, and/or Z2Data Services under the same Account or a different Account or re-register under a new Account without Z2Data’s prior written consent.

Except as otherwise required by law, if a User’s Account is closed for any reason, such User will no longer have access to Content, information, data, messages, files, and/or other material it keeps in the Z2Data Services.  Any closure of a User’s Account and/or any Account associated with Enterprise may involve deletion of any and all Content stored in the Account for which Z2Data will have no liability whatsoever.  Z2Data, in its sole discretion and as permitted or required by law, may retain some or all of the Account information.

  1. Survival.  After this Agreement terminates, the terms of this Agreement that expressly or by their nature contemplate performance after this Agreement terminates or expires will survive and continue in full force and effect.  The termination of this Agreement for any reason will not release Enterprise or Z2Data from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.