zPORTAL CONTROLLER AGREEMENT

Controller License Agreement

CONTROLLER LICENSE AGREEMENT

Please read the following terms and conditions of this Controller License Agreement (“Agreement”) with AmZetta Technologies, LLC, including its subsidiaries and affiliates, (“AmZetta”) carefully before downloading, installing or using the software or any accompanying hardware and documentation (collectively, the “Product”). The terms and conditions of this Agreement govern the use of the Product.

AmZetta is willing to license the Product to You as the individual, the company or the legal entity that will be utilizing the Product (hereinafter referred to as “You” or “Your”) only upon the condition that You accept all the terms contained in this Agreement. By downloading, installing or using the Product, you have indicated that You understand this Agreement and accept all its terms. This is a legally enforceable contract between You and AmZetta. If You do not accept or agree to the terms of this Agreement, please do not download, install, copy, access or make any other use of the Product. If You do not accept all the terms of this Agreement, then AmZetta is not willing to license the Product to You.

  1. License Grant.

Upon payment of applicable licensing fees to AmZetta, AmZetta grants to You a limited, non-transferable, nonexclusive license to the Product. If AMZETTA provides You with any update to the Product (“Update”), Your use of such Update will be governed by the terms and conditions of this Agreement or the other agreement that is applied to such Update.

  1. Number of Users

 

You may install the Product in whole or in part on computer systems as necessary to enable the Product to be accessed by and up to the permitted number of users on the permitted number of devices as designated within the AmZetta Work Order. You must take reasonable steps to ensure that the users permitted to access the Product comply with the terms set forth in the AmZetta Work Order for the number of permitted Users. The AmZetta Work Order contains the following:

A) the maximum number of Concurrent Users, Named Users and/or Devices

B) the specific software functionality in the Product that You may use

 

You agree that AmZetta may audit your use of the Product for compliance with these terms at any time upon reasonable request.

 

  1. Updates

AmZetta may, at its discretion, notify you of Updates that AmZetta may periodically make generally available for the Product, but only if you have registered in the AmZetta Support Portal at Support.amzetta.com/Amzetta-Support-Portal/public/en/customer/login. At your request, AmZetta, directly or, at AmZetta’s discretion, through its authorized representative, will provide You with such Updates, subject to the additional charges that AmZetta or its authorized representative may establish. Such an Update may be used as described under Section 1. License Grant provision of this Agreement. This provision will not be interpreted to require AmZetta to (i) develop and release Updates or (ii) customize the Updates to satisfy your particular requirements. The Updates will not include any new products that AmZetta decides to make generally available as a separately priced upgrade or option.

  1. Support

You get standard 8×5 phone and email support, excluding holidays, for 12 months from date of purchase of Product unless You have an active SLA for a different SLA option from AmZetta. For additional details on SLA options, click on the link AmZetta.com/service-level-agreement.

  1. Limitation on Use.

You shall not attempt to, and, if You are a corporation, You will prevent your employees and contractors from attempting to, (a) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, license, or distribute the Products, including, without limitation, the Firmware or the accompanying documentation; (b) rent or lease any rights in the Products, including, without limitation, the Firmware or software or accompanying documentation in any form to any person; (c) transfer assign or sublicense right to any other person or entity, or (d) remove any proprietary notice, labels, or marks on the Products, including, without limitation, the Firmware, software, documentation, and containers.

  1. Proprietary Rights

AmZetta and its Licensors retain all right, title and interest in and to the intellectual property rights, therein now existing or created in the future including, without limitation, any and all patent, trade secret, copyright, trademark rights, relating to the Products. You shall have no rights with respect to the Products other than the limited license expressly set forth in this Agreement. All rights, title, interest, and all copyrights to the Product and any copy made by You remain with AmZetta and its Licensors. You acknowledge that no title to the intellectual property in the Product is transferred to You and You will not acquire any rights to the Product except for the license as expressly set forth herein.

  1. Audit

AmZetta or its designated agents shall have the right to audit You any time during the term of this agreement for verifying compliance with the provisions of this Agreement, provided that audits be conducted no more than once every twelve (12) months and after giving You reasonable notice of AmZetta’s intent to conduct such an audit.. Such audit shall be at AmZetta’s expense, provided that You shall be responsible for the cost of any such audit if a discrepancy of greater than two percent (2%) in the permitted number of Users is revealed.  Any additional amounts due AmZetta as a result of the audit shall be paid within fifteen (15) days notification of the underpayment.

  1. Term and Termination.

The term of this Agreement starts when You install the Product and continues for the duration of AmZetta or its Licensor’s copyright in the Product. AmZetta may terminate this Agreement immediately without notice, charge or liability to AmZetta on whichever event below happens first:

      • if You fail to comply with any of the terms or conditions of this Agreement,
      • For subscription licenses, if You cease to pay the applicable subscription licensing fees when they become payable.
      • For subscription licenses, AmZetta at AmZetta’s sole option decides not to renew the subscription and terminates the subscription license option.

You agree that, upon such termination, You will at AmZetta’s option either destroy all copies of the AmZetta documentation and provide certificate of destruction with respect to it or return all material to AmZetta. The provisions of this Agreement, other than the license granted in Section 1 (“License Grant”), shall survive termination. Upon the termination of this License, You shall cease all use of the Products.

This Section does not limit any of AmZetta’s other rights to terminate under this Agreement. AmZetta may stop providing any service to You related to the Product at the time of termination without reservation.

For evaluation licenses, the term is limited per the evaluation agreement.

  1. Authorized Representatives

An AmZetta Authorized Representative does not have the authority to bind AmZetta or modify any of the terms and conditions of this Agreement, including without limitation, the license and warranty terms.

 

  1. Limited Warranty.

AmZetta provides this limited warranty for its Products only to the person or entity that originally purchased the Product from: AmZetta or its authorized reseller or distributor. The warranty is only valid for Products of Customers whom are registered on AmZetta’s Support Portal at Support.amzetta.com/Amzetta-Support-Portal/public/en/customer/login and have an active Service Level Agreement (SLA) with AmZetta.

For warranty terms and conditions, click on the link below:

AmZetta.com/terms

  1. Disclaimer of Other Warranties and Restrictions.

EXCEPT FOR THE LIMITED WARRANTY SPECIFIED IN SECTION 7 ABOVE, THE PRODUCT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED IN ANY TERRITORY WHERE A PRODUCT IS SOLD, THE DURATION OF SUCH IMPLIED WARRANTY SHALL BE LIMITED TO NINETY (90) DAYS. EXCEPT AS EXPRESSLY COVERED UNDER THE LIMITED WARRANTY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY, SELECTION AND PERFORMANCE OF THE PRODUCT IS WITH THE PURCHASER OF THE PRODUCT.

The warranties set forth herein do not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by AmZetta or its Authorized Reseller or representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by AmZetta, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes for which AmZetta does not charge a purchase price or license fee.

  1. Your Liability

You agree to make good to AmZetta and its licensors (and their respective directors, officers, employees, agents, successors and permitted assigns) for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Products in violation of this Agreement.

  1. Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, excluding that part of Georgia law that governs conflict of laws

  1. Dispute Resolution

Any claim, dispute, or controversy of whatever nature arising out of, connected to, or relating to this Agreement (“Dispute”) shall be resolved through the process set forth in this Section.

 

You and AmZetta (together “Parties” or individually “Party”) shall first attempt to resolve the Dispute through confidential negotiation either between a designated executive of AmZetta and You or Your authorized representative with authority to resolve the  Dispute, or if mutually agreed, through confidential mediation, utilizing a mutually agreeable mediator to be conducted in Atlanta, Georgia. If the Parties are unable to resolve the Dispute, whether through negotiation or mediation, within thirty (30) days following the initial written notice of the Dispute (or such longer period as is agreed), the Dispute shall be finally resolved through arbitration.

 

The Parties shall engage in final and binding arbitration before an Arbitrator who shall be a licensed attorney with a minimum of ten (10) years’ experience as a commercial litigator or a state or federal court judge, (“Arbitrator”) selected and administered by the American Arbitration Association (the “Administrator”) in accordance with its then existing Commercial Arbitration Rules. The arbitration hearing shall be held in Atlanta, Georgia. The Arbitrator shall, within sixty (60) calendar days of the conclusion of the arbitration hearing, issue a written reasoned award based upon findings of fact and conclusions of law which shall include an express calculation of any damages awarded. Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator provided, however, the Arbitrator shall be authorized to determine whether a Party has asserted a claim or defense in bad faith and, if so, may award to the other Party, if it prevails, its reasonable attorney’s fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Administrator and the Arbitrators. The Arbitrators will not have the power to award punitive damages. By agreeing to this arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Dispute was determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this Section, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence.

  1. Limitation of Liability.

UNDER NO CIRCUMSTANCES WILL AMZETTA OR ITS LICENSORS OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS INCLUDING BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE PRODUCTS,  INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, COMPUTER FAILURE OR MALFUNCTION, COMPUTER SECURITY BREACH, COMPUTER VIRUS INFECTION, ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH AMZETTA OR ITS LICENSORS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR THE SPECIFIC PRODUCT THAT DIRECTLY CAUSED THE DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. Tax Liability.

You agree to be liable and responsible for the payment of all taxes imposed at any time whatsoever on this transaction.

  1. General Provisions.

 

      • You may not assign or transfer this Agreement, or any rights granted hereunder, by operation of law or otherwise, without AmZetta’s prior written consent, and any attempt by You to do so, without such consent, will be void and of no effect. This Agreement shall be binding upon, and insure to the benefit of, the successors and permitted assigns of the parties.
      • Except as expressly set forth in this Agreement, the exercise by AmZetta of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
      • All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section.
      • The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
      • Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing that explicitly refers to this Agreement and signed by authorized representatives of both parties.
      • If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.
      • This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless You and AmZetta have executed a separate agreement pertaining to the subject matter hereof.
      • Any terms or conditions contained in Your ordering document before downloading the Product that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by AmZetta and will be deemed null and void and of no effect.
      • The original of this Agreement has been written in English, and that version will govern.
      • This Agreement shall be binding upon, and insure to the benefit of, the successors and permitted assigns of the parties.

 

  1. Open Source Software.

Some of the applications contained in the Software are open source applications and are licensed under open source license agreements. For a list of such applications, click on the link AmZetta.com/opensource

To the extent certain components of the Product may be subject to the GNU GPL or LGPL, terms and conditions are available for viewing at http://www.gnu.org/copyleft/gpl.html and http://www.gnu.org/copyleft/lesser.html or as otherwise designated.

  1. Export Law:

You agree to comply fully with all applicable export laws and regulations issued by the United States Department of Commerce Bureau of Industry and Security currently in force and as they may be amended (15 C.F.R. Chapter VII). to ensure that neither the Product nor any technical data related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

  1. Remedy for Breach:

In the event of breach of any of the terms and conditions of this Agreement, You acknowledge that it could cause significant and substantial loss, irreparable injury and damage to AmZetta which cannot be reasonably or adequately compensated by damages in any action at law. You expressly agree that AmZetta shall be entitled to injunctive, punitive and other equitable relief in the event of such breach or to prevent such breach. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the AmZetta may have for damages or otherwise.

  1. Privacy

You agree that AmZetta may monitor and collect non-personally identifiable information (or anonymous usage data) on your use of the application and error reporting for purposes of improving our products and services, and providing services, software updates, dynamically served content, and product support to you, as well as communicating with you.  We will not collect any personal data, i.e. data that can identify you. This collection of data will be anonymous.  IF YOU DO NOT WANT AMZETTA TO COLLECT THIS NON-PERSONALLY IDENTIFIABLE INFORMATION, DO NOT INSTALL OR USE THE APPLICATION.

  1. Contact Information:

If You have any questions regarding this Agreement, you may contact:

AmZetta Technologies

Attn:  Legal Department

5555 Oakbrook Parkway, Suite 280

Norcross, GA  30093.

zCLIENT EULA

End User License Agreement

 

Please read the following terms and conditions of this End User License Agreement (“Agreement”) with AmZetta Technologies, LLC, including its subsidiaries and affiliates, (“AmZetta”) carefully before downloading, installing or using the software or any accompanying hardware and documentation (collectively, the “Product”). The terms and conditions of this Agreement govern the use of the Product.

AmZetta is willing to license the Product to You as the individual, the company or the legal entity that will be utilizing the Product (hereinafter referred to as “You” or “Your”) only upon the condition that You accept all the terms contained in this Agreement. By downloading, installing or using the Product, you have indicated that You understand this Agreement and accept all its terms. This is a legally enforceable contract between You and AmZetta. If You do not accept or agree to the terms of this Agreement, please do not download, install, copy, access or make any other use of the Product. If You do not accept all the terms of this Agreement, then AmZetta is not willing to license the Product to You.

  1. License Grant.

Upon payment of applicable licensing fees to AmZetta, AmZetta grants to You a limited, non-transferable, nonexclusive license to the Product, as a single user, to install and use the executable form of the Product on a single device. If AMZETTA provides You with any update to the Product (“Update”), Your use of such Update will be governed by the terms and conditions of this Agreement or the other agreement that is applied to such Update.

  1. Updates

AmZetta may, at its discretion, notify you of Updates that AmZetta may periodically make generally available for the Product, but only if you have registered in the AmZetta Support Portal at http://support.amzetta.com/Amzetta-Support-Portal/public/en/customer/login At your request, AmZetta, directly or, at AmZetta’s discretion, through its authorized representative, will provide You with such Updates, subject to the additional charges that AmZetta or its authorized representative may establish. Such an Update may be used as described under Section 1. License Grant provision of this Agreement. This provision will not be interpreted to require AmZetta to (i) develop and release Updates or (ii) customize the Updates to satisfy your particular requirements. The Updates will not include any new products that AmZetta decides to make generally available as a separately priced upgrade or option.

  1. Support

You get standard 8×5 phone and email support, excluding holidays, for 12 months from date of purchase of Product unless You have an active SLA for a different SLA option from AmZetta. For additional details on SLA options, click on the link AmZetta.com/service-level-agreement.

  1. Limitation on Use.

You shall not attempt to, and, if You are a corporation, You will prevent your employees and contractors from attempting to, (a) modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, license, or distribute the Products, including, without limitation, the Firmware or the accompanying documentation; (b) rent or lease any rights in the Products, including, without limitation, the Firmware or software or accompanying documentation in any form to any person; (c) transfer assign or sublicense right to any other person or entity, or (d) remove any proprietary notice, labels, or marks on the Products, including, without limitation, the Firmware, software, documentation, and containers.

  1. Proprietary Rights

AmZetta and its Licensors retain all right, title and interest in and to the intellectual property rights, therein now existing or created in the future including, without limitation, any and all patent, trade secret, copyright, trademark rights, relating to the Products. You shall have no rights with respect to the Products other than the limited license expressly set forth in this Agreement. All rights, title, interest, and all copyrights to the Product and any copy made by You remain with AmZetta and its Licensors. You acknowledge that no title to the intellectual property in the Product is transferred to You and You will not acquire any rights to the Product except for the license as expressly set forth herein.

  1. Term and Termination.

The term of this Agreement starts when You install the Product and continues for the duration of AmZetta or its Licensor’s copyright in the Product. AmZetta may terminate this Agreement immediately without notice, charge or liability to AmZetta on whichever event below happens first:

      • if You fail to comply with any of the terms or conditions of this Agreement,
      • For subscription licenses, if You cease to pay the applicable subscription licensing fees when they become payable.
      • For subscription licenses, AmZetta at AmZetta’s sole option decides not to renew the subscription and terminates the subscription license option.

You agree that, upon such termination, You will at AmZetta’s option either destroy all copies of the AmZetta documentation and provide certificate of destruction with respect to it or return all material to AmZetta. The provisions of this Agreement, other than the license granted in Section 1 (“License Grant”), shall survive termination. Upon the termination of this License, You shall cease all use of the Products.

This Section does not limit any of AmZetta’s other rights to terminate under this Agreement. AmZetta may stop providing any service to You related to the Product at the time of termination without reservation.

For evaluation licenses, the term is limited per the evaluation agreement.

  1. Authorized Representatives

An AmZetta Authorized Representative does not have the authority to bind AmZetta or modify any of the terms and conditions of this Agreement, including without limitation, the license and warranty terms.

  1. Limited Warranty.

AmZetta provides this limited warranty for its Products only to the person or entity that originally purchased the Product from: AmZetta or its authorized reseller or distributor. The warranty is only valid for Products of Customers whom are registered on AmZetta’s Support Portal at http://support.amzetta.com/Amzetta-Support-Portal/public/en/customer/login and have an active Service Level Agreement (SLA) with AmZetta.

For warranty terms and conditions, click on the link below:

AmZetta.com/terms

  1. Disclaimer of Other Warranties and Restrictions.

EXCEPT FOR THE LIMITED WARRANTY SPECIFIED IN SECTION 7 ABOVE, THE PRODUCT IS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IF ANY IMPLIED WARRANTY CANNOT BE DISCLAIMED IN ANY TERRITORY WHERE A PRODUCT IS SOLD, THE DURATION OF SUCH IMPLIED WARRANTY SHALL BE LIMITED TO NINETY (90) DAYS. EXCEPT AS EXPRESSLY COVERED UNDER THE LIMITED WARRANTY PROVIDED HEREIN, THE ENTIRE RISK AS TO THE QUALITY, SELECTION AND PERFORMANCE OF THE PRODUCT IS WITH THE PURCHASER OF THE PRODUCT.

The warranties set forth herein do not apply if the Software, Product or any other equipment upon which the Software is authorized to be used (a) has been altered, except by AmZetta or its Authorized Reseller or representative, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by AmZetta, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes for which AmZetta does not charge a purchase price or license fee.

  1. Your Liability

You agree to make good to AmZetta and its licensors (and their respective directors, officers, employees, agents, successors and permitted assigns) for any and all claims, losses, liabilities, and expenses (including attorneys’ fees) arising from your use of the Products in violation of this Agreement.

  1. Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, excluding that part of Georgia law that governs conflict of laws

  1. Dispute Resolution

Any claim, dispute, or controversy of whatever nature arising out of, connected to, or relating to this Agreement (“Dispute”) shall be resolved through the process set forth in this Section.

 

You and AmZetta (together “Parties” or individually “Party”) shall first attempt to resolve the Dispute through confidential negotiation either between a designated executive of AmZetta and You or Your authorized representative with authority to resolve the  Dispute, or if mutually agreed, through confidential mediation, utilizing a mutually agreeable mediator to be conducted in Atlanta, Georgia. If the Parties are unable to resolve the Dispute, whether through negotiation or mediation, within thirty (30) days following the initial written notice of the Dispute (or such longer period as is agreed), the Dispute shall be finally resolved through arbitration.

 

The Parties shall engage in final and binding arbitration before an Arbitrator who shall be a licensed attorney with a minimum of ten (10) years’ experience as a commercial litigator or a state or federal court judge, (“Arbitrator”) selected and administered by the American Arbitration Association (the “Administrator”) in accordance with its then existing Commercial Arbitration Rules. The arbitration hearing shall be held in Atlanta, Georgia. The Arbitrator shall, within sixty (60) calendar days of the conclusion of the arbitration hearing, issue a written reasoned award based upon findings of fact and conclusions of law which shall include an express calculation of any damages awarded. Each Party shall bear its own attorney’s fees, costs, and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the Administrator and the Arbitrator provided, however, the Arbitrator shall be authorized to determine whether a Party has asserted a claim or defense in bad faith and, if so, may award to the other Party, if it prevails, its reasonable attorney’s fees, costs and disbursements (including, for example, expert witness fees and expenses, photocopy charges, travel expenses, etc.), and/or the fees and costs of the Administrator and the Arbitrators. The Arbitrators will not have the power to award punitive damages. By agreeing to this arbitration provision, the Parties understand that they are waiving certain rights and protections which may otherwise be available if a Dispute was determined by litigation in court, including, without limitation, the right to seek or obtain certain types of damages precluded by this Section, the right to a jury trial, certain rights of appeal, and a right to invoke formal rules of procedure and evidence.

 

  1. Limitation of Liability.

UNDER NO CIRCUMSTANCES WILL AMZETTA OR ITS LICENSORS OR REPRESENTATIVES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON YOUR CLAIMS INCLUDING BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF THE PRODUCTS,  INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS, COMPUTER FAILURE OR MALFUNCTION, COMPUTER SECURITY BREACH, COMPUTER VIRUS INFECTION, ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH AMZETTA OR ITS LICENSORS MAY INCUR IN ANY ACTION OR PROCEEDING EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY YOU FOR THE SPECIFIC PRODUCT THAT DIRECTLY CAUSED THE DAMAGE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF EXCLUSION OF LIABILITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

  1. Tax Liability.

You agree to be liable and responsible for the payment of all taxes imposed at any time whatsoever on this transaction.

  1. General Provisions.

 

      • You may not assign or transfer this Agreement, or any rights granted hereunder, by operation of law or otherwise, without AmZetta’s prior written consent, and any attempt by You to do so, without such consent, will be void and of no effect. This Agreement shall be binding upon, and insure to the benefit of, the successors and permitted assigns of the parties.
      • Except as expressly set forth in this Agreement, the exercise by AmZetta of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
      • All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable ordering document or invoice or to such other address as may be specified by either party to the other in accordance with this section.
      • The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
      • Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing that explicitly refers to this Agreement and signed by authorized representatives of both parties.
      • If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.
      • This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless You and AmZetta have executed a separate agreement pertaining to the subject matter hereof.
      • Any terms or conditions contained in Your ordering document before downloading the Product that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by AmZetta and will be deemed null and void and of no effect.
      • The original of this Agreement has been written in English, and that version will govern.
      • This Agreement shall be binding upon, and insure to the benefit of, the successors and permitted assigns of the parties.

 

  1. Open Source Software.

Some of the applications contained in the Software are open source applications and are licensed under open source license agreements. For a list of such applications, click on the link AmZetta.com/opensource

To the extent certain components of the Product may be subject to the GNU GPL or LGPL, terms and conditions are available for viewing at http://www.gnu.org/copyleft/gpl.html and http://www.gnu.org/copyleft/lesser.html or as otherwise designated.

  1. Export Law:

You agree to comply fully with all applicable export laws and regulations issued by the United States Department of Commerce Bureau of Industry and Security currently in force and as they may be amended (15 C.F.R. Chapter VII). to ensure that neither the Product nor any technical data related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

  1. Remedy for Breach:

In the event of breach of any of the terms and conditions of this Agreement, You acknowledge that it could cause significant and substantial loss, irreparable injury and damage to AmZetta which cannot be reasonably or adequately compensated by damages in any action at law. You expressly agree that AmZetta shall be entitled to injunctive, punitive and other equitable relief in the event of such breach or to prevent such breach. Resort to such equitable relief, however, shall not be construed to be a waiver of any other rights or remedies that the AmZetta may have for damages or otherwise.

  1. Privacy

You agree that AmZetta may monitor and collect non-personally identifiable information (or anonymous usage data) on your use of the application and error reporting for purposes of improving our products and services, and providing services, software updates, dynamically served content, and product support to you, as well as communicating with you.  We will not collect any personal data, i.e. data that can identify you. This collection of data will be anonymous.  IF YOU DO NOT WANT AMZETTA TO COLLECT THIS NON-PERSONALLY IDENTIFIABLE INFORMATION, DO NOT INSTALL OR USE THE APPLICATION.

  1. Contact Information:

If You have any questions regarding this Agreement, you may contact:

AmZetta Technologies

Attn:  Legal Department

5555 Oakbrook Parkway, Suite 280

Norcross, GA  30093

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