Last updated: October 13, 2019
Please read this License Agreement (“Agreement”) carefully as it forms a binding agreement between You and Ziguar, Inc (“Ziguar” or “Us” or “We” or “Our”) and govern your use of Power Router (“Application”).
By downloading or using the Application or by executing an order form that references this agreement, you are agreeing to be bound by the terms and conditions of this Agreement. You further agree that you OR [any person you authorize to use the Application] will comply with the provision of this Agreement. If you are entering into this License Agreement on behalf of a company or other legal entity, you hereby represent that you have the authority to bind such entity to this License Agreement, in which case the term “You” or “Your” shall be construed to refer to such entity and its affiliates. If you do not agree to the terms of this Agreement, you must not accept this agreement and may not use the Application.
1.1. License. Subject to all provisions of these Terms, including without limitation your timely payment of all applicable Fees, Ziguar grants You a limited, revocable, non-exclusive, non-sublicensable, non-transferable right and license to install and use the Software, solely for your benefit, in the manner and for the purposes specified in these Terms and in any documentation which Ziguar may provide from time to time in connection with the Software and/or the Service
1.2 Restrictions. You agree not to, and you will not permit others to:
a) license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
2.1. “Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
2.2. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
2.3. “Order Form” means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between You and Us from time to time. Order Forms shall be deemed incorporated herein by reference.
2.4. “Purchased Services” means Services that You or Your Affiliates purchase under an Order Form.
2.5 “Licence Agreement Period” means either: (a) a trial period; or (b) a period of 12 months (or such other period as Ziguar may have expressly agreed in writing) in respect of which the Licensee has paid the Licence Fees or has committed to pay the Licence Fees;
2.6. “Services” means the monthly subscription to the application that provides You access and use of the Application that lives within Salesforce.com.
2.7. “Users” means individuals who are authorized by You to use the Services, for whom subscriptions to a Service have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request) for access to Salesforce.com. Users may include but are not limited to Your employees, consultants, contractors and agents.
2.8. “Ziguar,” “We,” “Us” or “Our” means Ziguar, Inc, with office located at 340 S Lemon Ave, #2885 , Walnut, CA – 91789
2.9. “You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. “Your Data” means all electronic data or information submitted by You to the Purchased Services, excluding aggregate anonymous data derived from Your usage of the Service
3. OUR RESPONSIBILITIES
3.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms, (b) provide applicable standard Email support for the Services to You at no additional charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice as provided in the Documentation), and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, or denial of service attack.
3.2. User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services
4. USE OF SERVICES AND CONTENT
4.1. Your Responsibilities. You shall (i) be responsible for User’s compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with applicable laws and government regulations, including, but not limited to, laws governing contests and games of chance (You should seek the advice of competent legal counsel to ensure Your legal and lawful use of the Services).
4.2 Usage Restrictions. You shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
5.1. User Fees. You shall pay all fees specified in all Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are quoted and payable in United States dollars, (ii) fees are based on a monthly subscription fee and not actual usage, (iii) except as otherwise provided in this Agreement, payment obligations are non-cancelable and fees paid are non-refundable, and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for the pro-rated portion of the month in which the subscription is used and the full monthly periods remaining in the subscription term.
5.2 Taxes. All Licence Fees and other amounts stated in and in relation to this Licence Agreement are stated exclusive of VAT and all other sales taxes, which may be payable by you to Ziguar in addition to the principal amount. You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees
6. PAYMENT FOR PURCHASED SERVICES
6.1. Acceleration and Suspension of Service. If any amount owing by You under this or any other agreement for Services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), we will send you notice of the delinquency and inquire as to the status of payment. If payment is not received within 60 days, We may send you notice that Your use of the Services will be suspended. We may also, if payment is not received within 60 days, without limiting Our other rights and remedies, notify you in writing that we have accelerated Your unpaid fee obligations so that all of Your obligations become immediately due and payable. If payment is not received within 90 days, then We may at any time thereafter by further written notice to You suspend and/or terminate any or all of the licences granted in this Licence Agreement and/or this Licence Agreement.
6.2 Payment Disputes We shall not exercise Our rights under this Section 6.1 if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
7. PROPRIETARY RIGHTS AND LICENSES
7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all of Our right, title and interest in and to the Services and Content, including all of Our related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2. License to Use Feedback. You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our services any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our services.
7.3 Customer Reference. You agree (i) that Ziguar may identify You as a recipient of Services and use Your logo in sales presentations, marketing materials and press releases, and (ii) to develop a brief customer profile for use by Ziguar for promotional purposes.
7.4 Federal Government End Use Provisions. If you are a U.S. federal government end user, the Services are a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, these Services are licensed to You with only those rights as provided under the terms and conditions of this Agreement.
8.2. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
8.3. Protection of Your Data. Without limiting the above, although We do not anticipate receiving any personally identifiable data from You, with regard to your use of the Services, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as compelled by law in accordance with Section 9.4 (Compelled Disclosure) or as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems, or at Your request in connection with customer support matters.
9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
9.1. Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2. Our Warranties. We warrant that the functionality of the Services will not be materially decreased during a subscription term and will be consistent with the specifications and features published on Our website as of the subscription start date. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 12.3 (Termination for Cause) and Section 12.4 (Refund or Payment upon Termination) below.
9.3. Your Warranties. You warrant that Your use of the Services complies with all applicable laws and regulations, including, but not limited to, those regulating contests and games of chance
9.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
9.5. Disclaimer. Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. EXCEPT AS EXPRESSLY STATED in this agreement, YOU ACKNOWLEDGE THAT ZIGUAR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY.