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By executing this Agreement, ZSL, Inc. and End Customer (Licensee) are agreeing to a license of certain computer programs in accordance with the terms and conditions contained in this Agreement.
 
This Agreement consists of
 
TERMS AND CONDITIONS
 
I. DEFINITIONS
 
1. Add-on, Plug-ins, Add-ins means the computer program included among the Licensed Software that is designed to operate with BS (Business Solutions), ECI (Enterprise Intelligence Computing), CC (Convergence Computing) and General Products. Each user requires a License to access the feature.
 
2. License means the unique, encrypted software program provided by ZSL Inc (only upon payment of the applicable license fees) that is designed to prevent use of the Licensed Software beyond the scope of the license paid by the Licensee by limiting, as appropriate and in addition to other limits.
 
3. Add-on, Plug-ins, Add-ins means the computer program included among the Licensed Software that operates on a single user/multi user client to access the features.
 
4. "Documentation" means all materials in written, computer readable or other form containing information about the Licensed Software that accompany the Licensed Software, or that ZSL may provide during the term of this Agreement.
 
II. GRANT OF LICENSE
 
On the terms and conditions of this Agreement, and upon payment of all applicable license fees, ZSL Inc grants to Licensee and Licensee accepts the non-exclusive licenses and the restrictions set forth below.
 
1. Software License: ZSL Inc grants to Licensee a non-exclusive license to install and use the Licensed Software in machine-readable object code form only in the configuration and to the scope identified in the Program Order attached as Exhibit A, or such other Program Order(s) as ZSL Inc might accept at a later date.
 
2. Documentation: ZSL Inc grants to Licensee a non-exclusive license to use the documentation in connection with Licensee’s use of the Licensed Software.
 
3. Limitation on Use: Licensee understands and acknowledges that use of the Licensed Software is controlled by the License Key. Licensee may not use the Licensed Software beyond the scope enabled by the License Key provided by ZSL INC to Licensee upon payment of the applicable license fee. Licensee may install and use only the number of copies of Server software specifically enabled by the License Key provided to Licensee by ZSL INC. Licensee may not modify or alter the Licensed Software or License Key to increase the scope of its use of the Licensed Software. Further, Licensee may not use any device, process or computer program that increases, directly or indirectly, the scope of use of the Licensed Software enabled by the License Key provided to Licensee by ZSL INC. If Licensee wishes to increase the scope of its licensed use of the Licensed Software, Licensee must contact ZSL INC.
 
4. Back-Up Copies: Licensee may make one copy of the Licensed Software solely for the back-up or archival purposes, provided that such copy must contain all proprietary notices affixed to or appearing in the original copy.
 
5. Hazardous Environments: The Licensed Software is not designed or intended for use in online control equipment in environments requiring fail-safe performance, such as the operation of nuclear facilities, aircraft communication or control systems or life support systems, in which software failure could lead to personal injury or severe property or environmental damage. Licensee warrants that it will not use or allow the use of the Licensed Software for such purposes.
 
III. OWNERSHIP AND USE RESTRICTIONS
 
1. Ownership: Licensee acknowledges that the Licensed Software, all enhancements, corrections and modifications to the Licensed Software (regardless whether made by ZSL INC, Licensee or anyone else), all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of the Licensed Software (or any enhancements, corrections or modifications) and the Documentation, are and shall remain the sole and exclusive property of ZSL INC and, where applicable, ZSL INC's suppliers. This Agreement does not convey title or ownership to Licensee, but instead gives Licensee only the limited rights set forth in Section II. ZSL INC reserves all rights not expressly granted by this Agreement.
 
2. Restrictions: Except as expressly set forth in this Agreement, Licensee has no right to use, make, sublicense, modify, transfer, rent, lease, sell, display, distribute or copy originals or copies of any Licensed Software or Documentation, or to permit anyone else to do so.
 
3. Transfer: Licensee may not assign or transfer its rights under this Agreement or its rights to the Licensed Software without the prior written consent of ZSL INC. Upon any such transfer or assignment, Licensee must transfer all copies of the Licensed Software and Documentation and assignee must agree in writing to all the terms of this Agreement.
 
4. Proprietary Notices: Licensee shall not remove any patent, copyright or trademark or other intellectual property notices that may appear on any part of the Licensed Software or the Documentation.
 
5. Trade Secrets: Licensee acknowledges that the Licensed Software, in its source code form, contains valuable trade secrets belonging to ZSL INC. Licensee may not reverse engineer, un- encrypt, decompile, disassemble or otherwise translate the Licensed Software or allow anyone else to do so.
 
6. Audit Rights: Licensee authorizes ZSL INC or its designee to audit its compliance with this Agreement, as ZSL INC deems reasonable.
 
7. Notice to Employees and Agents: Licensee will use commercially reasonable efforts to inform its employees, agents and others using the Licensed Software under this Agreement that it may not be used, copied or transferred in violation of this Agreement.
 
8. Irreparable Harm: Licensee acknowledges that money damages may not be an adequate remedy for any breach or violation of any requirement set forth in Section III of this Agreement and that any such breach or violation may leave ZSL INC without an adequate remedy at law. Licensee therefore agrees that, in addition to any other remedies available at law, in equity or under this Agreement, ZSL INC. shall be entitled to obtain temporary, preliminary and permanent injunctive relief, without bond, from a court of competent jurisdiction to restrain any such breach or violation.
 
IV. SHIPMENT AND PAYMENT
 
1. Shipment of Licensed Software: ZSL INC shall provide all Licensed Software ordered under this Agreement, or other point of shipment within the United States or any other country designated by ZSL INC. Mode of shipment would be thru email.
 
2. ZSL INC. Product Delivery Schedule and Delays: Although ZSL INC shall use reasonable efforts to meet Licensee's requested delivery schedules for Licensed Software, ZSL INC shall not be liable for any loss, damage or expense due to late delivery.
 
3. Payment: Licensee shall pay for all Licensed Software within fifteen days after the date of ZSL INC's invoice for such products. In addition to all other available rights or remedies, ZSL INC reserves the right to declare all sums immediately due and payable upon written notice to Licensee, if Licensee fails to pay when due any amounts due under this Agreement or any invoice. Interest shall accrue on any amounts not paid when due at an annual rate of eighteen (18) percent.
 
4. Taxes: With the sole exception of taxes based on ZSL INC's net income, Licensee shall pay all sales, use, excise, value added or other taxes that may arise out of Licensee's installation or use of the Licensed Software.
 
V. NO PRODUCT MAINTENANCE AND SUPPORT
 
Licensee is not entitled to any maintenance or support for the Licensed Software or any upgrades or enhancements under this Agreement. Licensee may purchase from ZSL INC maintenance and support pursuant to the terms, conditions and pricing of ZSL INC's maintenance and support agreement as in effect on the date of Licensee's purchase. All upgrades and enhancements made available to Licensee shall become part of the Licensed Software and become subject to this Agreement.
 
VI. LIMITED WARRANTY
 
1. Ownership: ZSL INC warrants that it owns or has the right and authority to license the Licensed Software and Documentation to Licensee on the terms and conditions of this Agreement.
 
2. Media and Documentation: ZSL INC warrants that if the Licensed Software's media or Documentation is in a damaged or physically defective condition at the time it is delivered to Licensee, and if it is returned to ZSL INC (postage prepaid) within ninety (90) days of delivery, ZSL INC will provide Licensee with replacements at no charge.
 
3. Licensed Software: ZSL INC warrants that, in the form delivered to Licensee by ZSL INC, the Licensed Software shall perform substantially in accordance with the Documentation for ninety (90) days after delivery to Licensee. ZSL INC's warranty is conditioned upon: (a) the use of the Licensed Software in accordance with the Documentation and other instructions provided by ZSL INC and shall be null and void if Licensee alters or modifies the Licensed Software without ZSL INC's prior written approval, does not use the Licensed Software in accordance with the Documentation and ZSL INC's instructions, or if the Licensed Software fails because of any accident, abuse or misapplication; and (b) Licensee notifying ZSL INC in writing of the claimed nonconformity within ninety (90) days after delivery of the Licensed Software to Licensee. As ZSL INC's sole liability and Licensee's sole remedy respecting the Licensed Software's non-conformance with the limited warranty set forth in this Section VI.C, ZSL INC may at its option: (i) use reasonable efforts to correct the Licensed Software to make it conform substantially with the specifications set forth in the Documentation; (ii) replace the Licensed Software; or (iii) upon return of the Licensed Software and Documentation to ZSL INC, refund the license fees paid by Licensee under this Agreement and terminate this Agreement. ZSL INC DOES NOT REPRESENT OR WARRANT THAT THE LICENSED SOFTWARE WILL OPERATE PROPERLY WITH OTHER HARDWARE OR SOFTWARE, THAT THE LICENSED SOFTWARE WILL MEET LICENSEE'S REQUIREMENTS OR EXPECTATIONS OR THAT OPERATION OF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE.
 
VII. NO OTHER WARRANTY
 
EXCEPT AS SET FORTH IN SECTION VI, ZSL INC IS PROVIDING THE LICENSED SOFTWARE AND THE DOCUMENTATION "AS IS," AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZSL INC SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS, IMPLIED OR STATUTORY, OR ORAL OR WRITTEN) WITH RESPECT TO THE LICENSED SOFTWARE OR DOCUMENTATION INCLUDING WITHOUT LIMITATION ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT ZSL INC KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) OR CONDITIONS OF TITLE OR NONINFRINGEMENT WHETHER ALLEGED TO ARISE BY OPERATION OF LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING. ZSL INC ALSO EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OR REPRESENTATION TO ANY PERSON OTHER THAN LICENSEE. THIS LIMITED WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS. YOU MAY HAVE OTHERS, WHICH VARY FROM STATE/JURISDICTION TO STATE/JURISDICTION.
 
VIII. LIMITATION OF LIABILITY
 
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE CUMULATIVE LIABILITY OF ZSL INC FOR ALL CLAIMS OF ANY NATURE RELATED TO THE LICENSED SOFTWARE OR DOCUMENTATION OR OTHERWISE ARISING FROM THIS AGREEMENT, INCLUDING ANY CAUSE OF ACTION BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY PATENT OR COPYRIGHT INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL LICENSE FEES THAT LICENSEE HAS ACTUALLY PAID UNDER THIS AGREEMENT. NEITHER ZSL INC NOR ANY OF ITS RESELLERS, SUPPLIERS OR LICENSORS SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, OR FOR ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF DATA OR LOSS OF USER DAMAGES ARISING OUT OF THIS AGREEMENT OR THE USE (OR INABILLITY TO USE) OF THE LICENSED SOFTWARE EVEN IF ZSL INC OR RESELLER, SUPPLIER OR LICENSOR HAS BEEN AWARE OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IN NO EVENT WILL ZSL INC BE LIABLE FOR ANY CLAIM BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR SHOULD HAVE BEEN DISCOVERED. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
 
IX. TERMINATION
 
Without prejudice to any other rights it may have under this Agreement or at law or equity, ZSL INC may terminate this Agreement if Licensee fails to comply with the terms of this Agreement. Upon termination of this Agreement for any reason, Licensee will immediately discontinue use of the Licensed Software, destroy or return to ZSL INC all copies of the Licensed Software and Documentation in whatever form they exist, including all back-up copies, and certify in writing to ZSL INC that all copies have been destroyed.
 
X. INDEMNIFICATION
 
The Licensed Software is intended for use only with properly licensed media, content and content creation tools. It is Licensee's responsibility to ascertain whether any copyright, patent or other licenses are necessary and to obtain any such licenses to serve and/or create or compress such media and content. Licensee agrees to transmit and/or compress only those materials for which it has the necessary patent, copyright or other permissions, licenses and/or clearances. Licensee agrees to hold harmless, indemnify and defend ZSL INC, its officers, directors and employees, from and against any losses, damages, fines and expenses (including attorneys' fees and costs) arising out of or relating to any claims that Licensee has encoded, compressed, copied or transmitted any materials (other than materials provided by ZSL INC) in connection with the Licensed Software in violation of another party's rights or in violation of any law. If Licensee is importing the Licensed Software from the United States, it shall indemnify and hold ZSL INC harmless from and against any import and export duties or other claims arising from such importation.
 
XI. GENERAL TERMS
 
1. Export Regulations. The Licensed Software and Documentation, including technical data, is subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Licensee agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Licensed Software or Documentation. Neither the Software nor Documentation may be downloaded, or otherwise exported or re-exported (i) into, or to a national or resident of Cuba, Iraq, Iran, North Korea, Libya, Sudan, Syria or any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nations or the U.S. Commerce Department's Table of Denial Orders. By installing or using the Licensed Software, Licensee is warranting that it is not located in or under the control of, or a national or resident of any such country or on any such list.
 
2. U.S. Government Restrictions. The use, duplication or disclosure by the United States Government of the Licensed Software and Documentation is subject to the restrictions as set forth in the Rights in Technical Data and Computer Software Clauses in DFARs 252.227-7013(c)(1)(ii) and FAR 52.227-19(c)
 
3. Governing Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey and the United States without reference to conflicts of laws principles.
 
4. Attorneys' Fees. If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to recover from the losing party its reasonable attorney's fees, costs and necessary disbursements in addition to any other relief to which such party may be entitled.
 
5. Complete Understanding. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding its subject matter. No amendment to or modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of both ZSL INC and Licensee.
 
6. Survival. The following provisions of this Agreement shall survive termination of this Agreement, along with any other terms which by their nature require survival: Section III, Section V, Section VI, Section VII, Section IX and Section X.
 
7. Absence of Third Party Beneficiaries. Unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person other than ZSL INC and Licensee any rights, remedies or other benefits under or by reason of this Agreement.
 
8. Disclaimer of Agency. ZSL INC and Licensee each acknowledge that the parties to this Agreement are independent. Neither party is authorized or empowered to act as agent or legal representative for the other for any purpose and shall not on behalf of the other enter into any contract, warranty or representation as to any matter. Neither party shall be bound by the acts nor shall conduct of the other and nothing herein be construed as creating a partnership or joint venture.
 
9. No Waiver. The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other available right or remedy.
 
10. Headings. The section headings used in this Agreement are intended for convenience only and shall not be deemed to modify, limit or supersede any provision.
 
11. Severability. In the event that any provision of this Agreement is found to be invalid, illegal or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. Use of this software may also be protected by one or more of the following U.S. patents: 4,963,995; 5,057,932; 5,164,839; 5,262,875; 5,440,334; and 5,710,970. Additional U.S. patents pending. International patents and patents pending may also be applicable in their respective countries. Microsoft Dynamics, Sage ACCPAC, Infor, Convergence Computing and all Microsoft/Sage Software/Oracle/RIM/Infor Global Solutions/any other based trademarks and logos are trademarks or registered trademarks of Microsoft/Sage Software/Oracle/RIM/Infor Global Solutions/any other in the United States and other countries.