License Agreement
SERVICE AND SOFTWARE LICENSE AGREEMENT
IMPORTANT - READ CAREFULLY!
Welcome to IPortent Ltd.'s Zapu free Version - your Internet Upload Optimizer
BY COMPLETING THE ELECTRONIC ACCEPTANCE PROCESS AND CLICKING THE "Yes" BUTTON, YOU REPRESENT AND WARRANT THAT YOU: (i) ARE AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY AND (ii) AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE NOT AUTHORIZED TO SIGN FOR AND BIND THE CONTRACTING PARTY, OR OTHERWISE DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, CLICK THE "NO" BUTTON.
Terms of Service
IPortent provides its Zapu™ service (the "Service") to you, subject to the following Terms of Service ("TOS"), which may be updated by us from time to time without notice to you. You can review the most current version of the TOS at any time at: http://www.iportent.com/pages/privacy.html . In addition, when using particular IPortent other services, you and IPortent will be subject to any posted guidelines or rules applicable to such other services, which may be posted from time to time. All such guidelines or rules are hereby incorporated by reference into the TOS. To use our Zapu™ service, you must be at least 13 years of age.
Unless explicitly stated otherwise, any new features that augment or enhance the current Service, including the release of new Zapu™ properties, will be subject to the TOS. The Service is provided "AS-IS" and that IPortent assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
Content on the Internet
You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from which such Content originated. This means that you, and not IPortent, are entirely responsible for all Content that you upload, post, email or otherwise transmit via the Service. IPortent does not control Internet Content and, as such, does not guarantee the accuracy, integrity or quality of such Content. Under no circumstances will IPortent be liable in any way for any Content, including, but not limited to, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise transmitted via the Service.
You acknowledge that IPortent does not pre-screen Content. You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
Prohibited Uses
You will not use the Service to:
a. upload, post, email or otherwise transmit any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;
b. harm minors in any way;
c. impersonate any person or entity, including, but not limited to, a IPortent official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
d. forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Service;
e. upload, post, email or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
f. upload, post, email or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
g. upload, post, email or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas (such as shopping rooms) that are designated for such purpose;
h. upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
i. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than other users of the Service are able to type, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges;
j. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
k. intentionally or unintentionally violate any applicable local, state, national or international law, Including, but not limited to, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, Including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law;
l. "stalk" or otherwise harass another; or
m. collect or store personal data about other users.
Our Right to Terminate or Modify Service
IPortent reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. IPortent will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
IPortent, in its sole discretion, may terminate your account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if IPortent believes that you have violated or acted inconsistently with the letter or spirit of the TOS.
IPortent may also in its sole discretion and at any time discontinue providing the Service, or any part thereof, with or without notice. IPortent may terminate your access to the Service under any provision of this TOS without prior notice and may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, IPortent will not be liable to you or any third-party for any termination of your access to the Service.
Limited License to Zapu Software
IPortent grants you a personal, non-transferable and non-exclusive right and license to use the object code of its Software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Software. You will not modify the Software in any manner or form, or use modified versions of the Software, including (without limitation) for the purpose of obtaining unauthorized access to the Service.
LINKS TO THIRD PARTY SITES. Any links included within the Service may permit You to leave the Zapu web site. These linked sites are not under the control of IPortent and IPortent shall not be responsible for the contents of any linked site or any link contained in a linked site. All such sites shall be subject to the policies and procedures of the owner of such site. IPortent is not responsible and shall have no liability for webcasting, or any other form of transmission received from any linked site. IPortent is providing these links to You as a convenience.
DISCLAIMER OF WARRANTIES
a. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. IPortent EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, Including, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
b. IPortent MAKES NO WARRANTY THAT (i) THE SERVICE WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
c. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
d. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM IPortent OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TOS.
LIMITS ON OUR LIABILITY:
IPortent WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, Including BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF IPortent HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE MAY NOT APPLY TO YOU.
INDEMNITY. You hereby agree, at Your expense, to indemnify, defend and hold IPortent harmless from and against any loss, cost, damages, liability, expense, arising out of or relating to (a) a third-party claim, action or allegation of infringement based on information, data, skin, bookmarks or other content submitted by You, (b) any fraud or manipulation, or other breach of this Agreement, by You, or (c) any third-party claim, action or allegation brought against IPortent arising out of Your use of the Software or Services.
Other Miscellaneous Terms
The TOS constitute the entire agreement between you and IPortent and govern your use of the Service, superseding any prior agreements between you and IPortent. You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. The TOS and the relationship between you and IPortent will be governed by the laws of the State of Israel without regard to its conflict of law provisions. You and IPortent agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Israel. The failure of IPortent to exercise or enforce any right or provision of the TOS will not constitute a waiver of such right or provision. If any provision of the TOS is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the TOS remain in full force and effect