ZCONVERTER CLOUD MIGRATION TERMS OF USE

PLEASE CAREFULLY READ THE FOLLOWING TERMS OF USE REGARDING THE PROVISION OF SOFTWARE OR SERVICES BY ZCONVERTER AND THE USE OF AND/OR ACCESS TO THIS PORTAL (THE “PORTAL). THESE PORTAL TERMS OF USE (THE "TERMS OF USE") GOVERN YOUR ACCESS TO AND USE OF THE PORTAL. THE PORTAL IS AVAILABLE FOR YOUR USE ONLY ON THE CONDITION THAT YOU AGREE TO THE TERMS OF USE SET FORTH BELOW. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USE, DO NOT ACCESS OR USE THE PORTAL. BY 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 OF USE.

If you agree to be bound by the terms of use set out below, select "I ACCEPT" on ZConverter Inc’s its affiliates and subsidiaries, (“ZCONVERTER”) Terms of Use screen to indicate your acceptance of these terms of use. If you do not agree with all of the terms of use, you should select “I DO NOT ACCEPT” on ZCONVERTER's Terms of Use screen. By doing so, you are prohibited from using the Software in any way.

Scope of Terms of Use

These Terms of Use govern your use of the PORTAL and all applications, software, data, information 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

ZCONVERTER may revise and update these Terms of Use at any time. Your continued usage of the PORTAL after any changes to these Terms of Use will mean you accept those changes. Any aspect of 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 accordance with this Terms of Use.

Restrictions on Use of the PORTAL

In addition to other restrictions set forth in these Terms of Use, You agree that:

(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.

“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.

Termination

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 liability.

Warranty Disclaimer

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 USE.

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 THIRD-PARTY'S RIGHTS

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).

Jurisdiction

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

This Terms of Use (and any further rules, polices, or guidelines incorporated by reference) shall be 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.
To the fullest extent permitted by law, the controlling language for these Terms of Use is English.

Complete Agreement

EXCEPT AS EXPRESSLY PROVIDED IN A SEPARATE LICENSE, SERVICE OR OTHER WRITTEN AGREEMENT BETWEEN YOU AND ZCONVERTER, THESE TERMS OF USE CONSTITUTE THE 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.

Contact Us

If you have any questions about this Terms of Use, please contact us.