This software license agreement is a legal agreement between you (either an individual or an entity) and Zenith Digital LLC (ZDL). By opening the sealed software packet(s), clicking an "ACCEPT" button during installation or purchase, and/or using the software you are agreeing to be bound by the terms of this agreement.
1. GRANT OF LICENSE. This License Agreement permits you to install one copy of the Zenith Live Support (ZLS) Client software included in this package (the "SOFTWARE") on any number of computers, and to use a number of active copies of the Client software equal to the number of Client licenses you have bought. For purposes of this paragraph, "active copies" means installed versions of the Client software which have active accounts on the ZLS Server. Client software without a corresponding account on the ZLS Server is not "active."
2. COPYRIGHT. The SOFTWARE and accompanying materials (including any images, "applets", photographs, animations, video, audio, music and text incorporated into the SOFTWARE and accompanying materials) is owned by ZDL and is protected by United States copyright laws and international treaty provisions and all other applicable national laws. Therefore, you must treat the SOFTWARE and accompanying materials like any other copyrighted material (e.g. a book or musical recording) except that you may either (a) make one copy of the SOFTWARE solely for backup or archival purposes or (b) transfer the SOFTWARE to a single hard disk provided you keep the original solely for backup or archival purposes.
You may not copy the user documentation accompanying the SOFTWARE. You may not repackage the Client software for distribution by a means other than by CD, or if you hold a license for the Online Installer Plug-In, electronically. You may not distribute the Client software electronically unless you hold a license for the Online Installer PlugIn.
3. SOFTWARE MEDIA. You may receive the SOFTWARE in disk media or on a CD-ROM or installed on the hard disk drive or ROM of your computer, or multiple forms of media. Regardless of the number or type(s) of media you receive you may use only the media appropriate for your single computer. You may not loan, rent, lease, or transfer them to another user except as provided for below.
4. TRANSFER OF LICENSE. This license is non transferable except by written permission in advance from ZDL when sold as part of an entire licensed business which includes the hardware, router, and firewall appliance (if any) on which the ZLS Server is running. Transfer charges may apply. The maintenance Subscription will expire on the date of the transfer, and the new owner will be required to purchase a minimum one year Subscription. You may not rent or lease or sell the SOFTWARE except to a direct subsidiary of the original purchaser, or as allowed elsewhere in this paragraph. Transferring the SOFTWARE without compliance to this paragraph automatically terminates the maintenance subscriptions of the original owner along with any rights of the new owner to software updates and to the use of any of Remote Access Systems' trademarks and copyrights, and the look-and-feel of ZLS' graphics and web sites.
This paragraph is NOT intended to prohibit you from distributing the Client software for use with your ZLS Service. You MAY distribute the Client software.
5. RESTRICTED USES. You may not install or use this software on computers that are connected to life-saving or life-support medical equipment, nor on any equipment used in the production or administering of drugs or breathable gasses, nor on any equipment that, through malfunction or misuse, could directly or indirectly cause physical injury or death.
6. OTHER RESTRICTIONS. You hereby agree not to reverse engineer, decompile or disassemble the SOFTWARE. You agree not to analyze the software, its data files, or transmission protocols in an attempt to discover its systems and methods of operation. You agree not to communicate to others any discovery of technical procedures, systems and methods, or protocol of the Software. You hereby agree that the Software does not infringe on any patent, copyright, trademark, or other intellectual property rights under your control either directly or indirectly, or under the control of any company or other entity to which you report. You agree to hold harmless Zenith Digital LLC in any intellectual property dispute that might arise from the discovery or disclosure of such information by you as a result of a violation of this paragraph. You may not distribute the Client portion(s) of the SOFTWARE for use with any Server other than that provided by Zenith Digital LLC, except as specifically allowed in writing by Zenith Digital LLC.
7. U.S. GOVERNMENT RESTRICTED RIGHTS. The SOFTWARE and documentation are provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the United States Government is subject to restrictions as set forth in sub paragraph (c)(1)(ii) of The Rights in Technical Data and computer Software clause at DFARS 252.227-7013 or sub paragraphs (c)(1) and (2) of the Commercial Computer Software-- Restricted Rights at 48 CFR 52.227-19, as applicable. Manufacturer is Zenith Digital LLC / 42 Read's Way / New Castle / DE 19720 USA.
8. EXPORT CONTROLS. You may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
9. USE OF ZDL IMAGES AND TEXT. If you have bought the ZLS Business Kit you may use any of its images and text, unless otherwise noted in the Business Kit, in your own advertising and promotional efforts as long as you promote RBS Remote Backup software to the exclusion of any competing product. If you advertise or promote a competing product you must immediately stop using any of the graphics and text in the Business Kit, and any rendering of images or text which are based on those in the Business Kit or which could reasonably be confused with those in the Business Kit, and any verbiage which is based on that in the Business Kit or any ZDL web site, including the term, "Remote Backup."
10. INSTALLATION AND SUPPORT. You are solely responsible for the installation and maintenance of the Software, and for the proper installation, configuration, and operation of the software and the hardware, supporting software, and services upon which the Software relies. You are solely responsible for the configuration and operation of the Software - both Server and Clients. You are responsible for selecting the correct settings for your Server and Clients. The Software is delivered with certain default settings which may not be appropriate for all Servers or Clients.
11. SOFTWARE UPDATES. From time to time Zenith Digital LLC releases updates for the Software, and may notify you of their availability through one or several methods. Because Zenith Digital LLC cannot know conclusively if you have received a notification, you are responsible for periodically checking with the "Updates" link in the client software for the availability of updates. You agree that you will download and apply updates to the Server software and the Client software as updates are released, in a timely way. ZDL may not support software that is not at the current version. ZDL may, at our sole discretion, make updates and other services available only to customers who have current Maintenance Subscriptions.
12. TECHNICAL SUPPORT. ZDL will provide technical support for the Software through the Online Help Desk System on our main web site at ZenithLive.com within the parameters of our current support policy. ZDL provides Technical Support for our products only. ZDL cannot provide support for, and is not responsible for, problems affecting our software which are caused by any external software, hardware, or service. This includes routers, firewalls, network interface devices, Internet connections, antivirus software, disk management software, or any other software, hardware, or service that might hamper the proper operation of our software. You agree to properly report support issues through the proper channels (our Online Help Desk System), to completely explain your issue, to read your email or check in with the Online Help Desk System within 4 hours to view our response, and to reply within 4 hours when we request further information and/or offer suggestions. RBS is not responsible for your receipt of our emails. If you are not receiving our emailed replies, check your SPAM filters, or make sure we have your correct email address.
13. OPERATING SYSTEMS. The SOFTWARE may or may not run properly on Vista or operating systems designed for, or localized for countries and languages other than US English 32 bit Windows. ZDL specifically excludes any guarantee, warranty, or technical support for any operating system other than 32 bit US English non-Vista Windows platforms. ZDL suggests testing the free Evaluation version before purchase for operation on other than US English 32 bit Windows systems.
14. HARDWARE AND SOFTWARE RECOMMENDATIONS. ZDL may from time to time discuss verbally and in writing hardware and software configurations that might be used with the SOFTWARE, and might discuss very specific products. It is understood that ZDL employees are not network engineers, are not in the business of designing networks or operating environments, and that any discussions regarding hardware and supporting software are suggestions only, and not requirements or official recommendations of ZDL. In all cases, you are responsible for selecting and engineering your own hardware and software, and you agree to hold ZDL harmless for choices you make. This agreement supersedes any verbal or written hardware or software recommendation made by ZDL.
Product support for the SOFTWARE is provided by ZDL. For product support, please refer to the number provided in the documentation for the SOFTWARE. Should you have any questions concerning this Agreement or if you desire to contact ZDL for any other reason, please refer to the address provided in the documentation.
APPENDIX
WARRANTY AND SPECIAL PROVISIONS FOR UNITED STATES OF AMERICA AND ANY OTHER COUNTRY LIMITED WARRANTY
LIMITED WARRANTY. Any implied warranties on the SOFTWARE are limited to fifteen (15) days. Implied warranty is voided by misapplication, misuse, attempted use outside the recommended software environment, on equipment or networks not suited to the SOFTWARE, or which could have been avoided by reading the documentation included with the Software.
CUSTOMER REMEDIES. Zenith Digital LLC, its officers' and employees' entire liability and your exclusive remedy shall be, at the sole discretion of ZDL, repair or replacement of the SOFTWARE that does not meet this Limited Warranty and which is returned to ZLD with a copy of your receipt and a Returned Material Authorization number (which must be acquired from ZDL prior to shipping) clearly printed on the outside of the package. After installing the SOFTWARE from the provided CDs or from a download, returning CDs to ZDL does not constitute the return of purchased product unless a valid RMA number is printed on the outside of the package. This Limited Warranty is void if failure of the SOFTWARE has resulted from accident, abuse or misapplication. The free version of Zenith Live Support is distributed without warranty or remedy and used fully at your own risk, knowing it is both a free to use and unsupported software and service.
NO OTHER WARRANTIES. To the maximum extent permitted by applicable law, ZDL, its officers, and employees disclaim all other warranties, either express or implied, including but not limited to suitability for any particular purpose, or the ability of the licensee to operate the software or a successful business based on the software. ZDL's return policy is limited to replacement of defective diskettes and materials. As with most software companies, ZDL offers no form of a "money-back guarantee." Because software can be downloaded and used immediately after online purchase, all sales are final and non-refundable.
EFFECT OF PRIOR AGREEMENTS. This Agreement supersedes any prior agreement between you and ZDL, except where specifically noted and signed by the CEO of ZDL in writing.
ORAL AGREEMENTS NOT BINDING. This instrument is the entire agreement between you and ZDL. Oral changes and agreements have no effect. This agreement may be altered only by a written agreement signed by both you and ZDL.
ACCEPTANCE OF THESE CONDITIONS. By clicking the "I AGREE" button or typing "I AGREE" in the space provided, or by downloading, installing or using the software, you accept the terms of this license agreement. You agree that you fully understand the capabilities of the software, that you have tested the Evaluation or Free Version and that it fully meets your needs, and that you accept the software as-is. By accepting this license, you agree that you will not reverse any credit card charge for this purchase.
This limited warranty gives you specific legal rights. You may have others which vary from state/jurisdiction to state/jurisdiction.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. To the maximum extent permitted by applicable law, in no event shall ZDL, its officers, or employees be liable for any damages whatsoever (including without limitation, direct or indirect damages for personal injury, loss of business profits, business interruptions, loss of business information or any other pecuniary loss) arising out of the use of or inability to operate this product, misapplication, failure to read and understand the operating instructions in all its forms - Help Files, Web based, printed, and verbal, even if ZDL has been advised of the possibility of such damages. In any case, ZDL, its officers', and employees' entire liability under any provision of this agreement shall be limited to the amount actually paid by you to ZDL for the SOFTWARE.
IN NO EVENT SHALL ZDL AND/OR ITS OFFICERS OR EMPLOYEES BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTUOUS ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF SOFTWARE, DOCUMENTS, PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR INFORMATION AVAILABLE FROM ANY OF ZDL's WEB SITES OR INFORMATION SERVICES.
Should it become necessary for ZDL to retain counsel to enforce its rights, or defend any action or inaction under this agreement, you agree to pay all costs of such enforcement and/or defence, including, but not limited to, all court costs and other litigation expenses, together with ZDL's reasonable attorney fees. This agreement shall be governed by the laws of the state of Delaware and shall inure to the benefit of ZDL and any successors, administrators, heirs, and assigns. Any action or proceeding brought by either party against the other arising out of or related to this agreement shall be brought only in a STATE or FEDERAL COURT of competent jurisdiction located in New Castle, Delaware. The parties hereby consent to in personam jurisdiction of said courts.
