Terms of Use

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Terms of Use

Updated and effective as of May 24, 2018

Please read the following terms and conditions (“Terms of Use”) carefully before continuing to use the Eze Castle Software LLC (collectively, with our affiliates, "Eze") Web Site (defined below). These Terms of Use apply to any website, application, online service or other interactive features owned or controlled by Eze that posts a link to these Terms of Use (collectively, the "Web Site"). By using our Web Site, you signify your acceptance of these Terms of Use. If you do not accept the Terms of Use, you may not use the Web Site. Throughout these Terms of Use, the terms “we,” “us” or “our” are used to refer to Eze and the term “including” means “including but not limited to”.

When using particular software, services or features available on or through the Web Site, both these Terms of Use and a separate guidelines document, end-user license agreement, or other agreement may apply to your use of that software, service, or feature ("Additional Terms"). To the extent there is a conflict between these Terms of Use and any Additional Terms, the Additional Terms will control unless the Additional Terms of Use expressly state otherwise.

NOT INVESTMENT ADVICE

Our Web Site is for informational purposes only. None of the information contained on our Web Site constitutes a solicitation, offer, opinion or recommendation by Eze or any of our affiliates to buy or sell any securities or other financial instruments or to provide legal, tax, accounting or investment advice or services regarding the suitability or profitability of any security or investment.

OWNERSHIP OF WEB SITE MATERIALS & LICENSE

The Web Site includes all materials that comprise or are otherwise a part of the Web Site (including past, present and future versions of the Web Site), including, without limitation: images, graphics, or artwork; text; designs, layout, downloads, features, and the "look and feel" of the Web Site; trademarks or service marks (including logos); audio; videos; technology; applications; information and data; domain names; any and all copyrightable material (including source and object code); the compilation, assembly and arrangement of the materials of the Web Site; and all other materials related to the Web Site (collectively, "Materials"). The Materials are owned by or licensed to Eze and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties. Except as expressly set forth in these Terms of Use or expressly granted to you in writing by Eze, no rights in the Materials (either by implication, estoppel or otherwise) are granted to you. You acknowledge that you do not acquire any ownership rights in the Materials by using the Web Site. You may only use the Materials as expressly set forth in these Terms of Use. UNAUTHORIZED USE, COPYING, REPRODUCING, STORING, MODIFYING, REPUBLISHING, UPLOADING, DOWNLOADING, POSTING, TRANSMITTING, DISTRIBUTING, DUPLICATING, REMOVAL OR ALTERATION OF ADVERTISING OR ANY OTHER MISUSE OF ANY OF THE MATERIALS IS STRICTLY PROHIBITED.

Subject to your strict compliance with these Terms of Use and any Additional Terms, Eze grants you a limited, personal, non-exclusive, non-commercial, revocable, non-assignable and non-transferable license to access and view the Materials (excluding source and object code, other than as made available to access and use via standard web browsers to enable display on your device). When you access or view the Materials, you must: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Materials; and (c) not allow or assist any third party (whether or not for your benefit) to copy or adapt any object code associated with the Web Site or reverse engineer, modify or attempt to discover any source code associated with the Web Site. You also agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage). Except as expressly provided in these Terms of Use, you may not copy, reproduce, republish, modify, create derivative works of, upload, download, perform, display, post, transmit, distribute or otherwise use Materials in any way, without the prior written permission of a duly authorized Eze representative. You agree to abide by any and all copyright notices, information, or restrictions contained in any part of the Web Site. You agree not to use, transfer, or distribute any information or other Materials on our Web Site in any commercial manner or any manner that could directly compete with our business. Any and all rights to use the Web Site that are not expressly granted to you under these Terms of Use are reserved for Eze or its licensors. Nothing contained in these Terms of Use will in any way affect, impair, or limit Eze’s rights to exploit fully any or all of the Materials. Unauthorized use of Materials may be a violation of federal and state laws and could result in civil and criminal liability.

VIRAL DISTRIBUTION

We offer functionality on the Web Site through which you may be permitted to engage in certain expressly authorized personal uses of Materials that include the ability to share the Materials with others (“Viral Distribution”). This may include the ability to: (a) send Materials to friends or acquaintances at no charge or (b) post and display a copy of the Materials on a third-party online service that permits users to post content, so long as the posting is allowed pursuant to the third-party service’s terms and conditions, and provided that the third-party service does not charge for access to those Materials or associate those Materials with products, services or advertising. You understand that only Eze can make claims, promises or statements on behalf of Eze about its products or services and you agree not to post any claims about an Eze product or service when engaging in Viral Distribution.  You also agree that you will not imply that you and Eze are affiliated in any way or that Eze approves of your comments.  We reserve the right to revoke our permission for Viral Distribution at any time and for any reason and you agree to immediately cease Viral Distribution upon notice of revocation and to comply with any terms we post in connection the Viral Distribution of Materials. If Viral Distribution functionality is made available on the Web Site, you may engage in Viral Distribution pursuant to these Terms of Use.

CHANGES TO THESE TERMS

We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms of Use at any time (“Updated Terms”).We will notify you of any material changes by posting the Updated Terms on the Web Site. Accordingly, please check the Terms of Use periodically for any changes. (We may also provide notice to you in other ways in our discretion, including through contact information you have provided.) The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Web Site from that point forward. Your use of our Web Site after the posting of such Updated Terms (or engaging in such other conduct as we may reasonably specify) will constitute your acceptance of the Updated Terms. 

INFORMATION YOU PROVIDE TO US

If you provide information to us, you agree to only provide true, accurate information and to update that information as necessary.  If you provide us with a phone number, such as on a registration or contact form, you agree that we may call you at that number in connection with the Web Site or your use of our software, services or features.

LINKING POLICY

Eze grants you the revocable permission to link to the Web Site; provided, however, that your web site, or any third party web sites that link to the Web Site (in Eze’s sole opinion): (a) must not frame or create a browser or border environment around any of the content on the Web Site or otherwise mirror any part of the Web Site; (b) must not imply that Eze is endorsing or sponsoring it or its products, unless Eze has given it prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise harm Eze or its products or services; (d) must not use any Eze trademarks without the prior written permission from Eze; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable; and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms of Use. By linking to the Web Site, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms of Use, Eze reserves the right to prohibit linking to the Web Site for any reason in our sole and absolute discretion, even if the linking complies with the requirements described above.

INDEMNIFICATION

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE TO INDEMNIFY AND HOLD EZE, ITS AFFILIATES, ITS THIRD-PARTY VENDORS AND CONTENT PROVIDERS AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS (individually, each an “EZE PARTY,” and collectively, the “EZE PARTIES”) HARMLESS FROM ANY CLAIM, DAMAGE, LOSS, COST, OR LIABILITY OF ANY KIND (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES), DIRECTLY OR INDIRECTLY ARISING FROM OR RELATING TO (a) CONTENT YOU SUBMIT, POST TO OR TRANSMIT THROUGH OUR WEB SITE, (b) YOUR USE OF OUR WEB SITE, (c) YOUR CONNECTION TO OUR WEB SITE, (d) YOUR VIOLATION OF THESE TERMS OF USE, (d) ANY HARM YOU CAUSE TO ANOTHER USER, (e) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE, OR REGULATION, OR (f) THE EZE PARTIES' USE OF YOUR INFORMATION AS PERMITTED UNDER THESE TERMS OF USE, THE PRIVACY POLICY, OR ANY OTHER WRITTEN AGREEMENT BETWEEN YOU AND EZE. YOU WILL COOPERATE AS FULLY REQUIRED BY THE EZE PARTIES IN THE DEFENSE OF ANY CLAIM. EZE RESERVES THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, AND YOU WILL NOT IN ANY EVENT SETTLE ANY CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF A DULY AUTHORIZED REPRESENTATIVE OF EZE.

DISCLAIMER OF WARRANTY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE WEB SITE (INCLUDING ALL DATA AND INFORMATION AND OTHER MATERIALS AVAILABLE THROUGH THE WEB SITE) IS PROVIDED ON AN "AS IS" BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE EZE PARTIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND A WARRANTY FOR NON-INFRINGEMENT, WITH RESPECT TO THE WEB SITE. WITHOUT LIMITING THE FOREGOING AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE EZE PARTIES DO NOT WARRANT THAT YOUR USE OF THE WEB SITE WILL BE TIMELY, UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS OR ERRORS WILL BE CORRECTED, OR THAT THE WEB SITE (OR ANY SERVER THAT MAKES IT AVAILABLE) IS FREE OF VIRUSES, MALWARE OR OTHER HARMFUL COMPONENTS. YOU ACKNOWLEDGE, BY YOUR USE OF THE WEB SITE, THAT YOUR USE IS AT YOUR SOLE RISK.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL ANY EZE PARTY BE LIABLE TO YOU FOR ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, LOSS OF PROFITS, INCIDENTAL DAMAGES OR ANY OTHER DAMAGES OF ANY KIND UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY DIRECTLY OR INDIRECTLY, TO: (A) THE WEB SITE (INCLUDING ALL INFORMATION, PRODUCTS, SERVICES, OR MATERIALS CONTAINED ON AND/OR OBTAINED THROUGH THE WEB SITE); (B) YOUR USE OF, OR INABILITY TO USE, OR THE PERFORMANCE OF THE WEB SITE; (C) ANY ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE EZE PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE WEB SITE; (D) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (E) ERRORS OR OMISSIONS IN THE WEB SITE’S TECHNICAL OPERATION; OR (F) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER'S DEVICE, HARDWARE, DEVICE SOFTWARE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUG, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, EVEN IF FORESEEABLE AND EVEN IF THE EZE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY THEREOF. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL.

YOUR SOLE REMEDY FOR DISSATISFACTION WITH ANY PORTION OF THE WEB SITE IS TO STOP USING THE WEB SITE, AND THE SOLE AND EXCLUSIVE MAXIMUM AGGREGATE LIABILITY OF THE EZE PARTIES FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) WILL BE THE GREATER OF TEN DOLLARS ($10) OR THE TOTAL AMOUNT PAID BY YOU, IF ANY, TO ACCESS THE WEB SITE. THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE EZE PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW.

YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF AN EZE PARTY’S ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF THE WEB SITE OR ANY OTHER PROPERTY, MATERIAL, PRODUCT OR SERVICE OF ANY EZE PARTY, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, OR EXPLOITATION OF THE WEB SITE OR SUCH OTHER PROPERTY, MATERIAL, PRODUCT OR SERVICE.

BY ACCESSING THIS WEB SITE, YOU UNDERSTAND THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE AT THIS TIME UNKNOWN OR UNSUSPECTED, AND IN ACCORDANCE WITH SUCH WAIVER, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE, THE BENEFITS OF SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, AND ANY SIMILAR LAW OF ANY STATE OR TERRITORY, WHICH PROVIDES AS FOLLOWS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

THIRD-PARTY LINKS AND CONTENT

We may provide links to other web sites from the Web Site or in communications you receive from Eze. These links are provided solely as a convenience to you. Our Web Site or communications may also include third-party content that we do not control, maintain or endorse. We have not developed, checked for accuracy or otherwise reviewed other web sites linked to our Web Site and are not responsible or liable for the content or policies of any other web site. Your linking to any other web site is at your own risk. We do not control those third party sites or any of the content contained therein and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or properties, including, without limitation, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising from those third parties or their sites. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND ON OR THROUGH OUR WEB SITE INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. EZE ENCOURAGES YOU TO REVIEW ALL POLICIES, RULES, TERMS AND REGULATIONS, INCLUDING THE PRIVACY POLICIES AND TERMS OF USE OF EACH AND ANY THIRD PARTY SITE THAT YOU VISIT.

DOWNLOADING AND ACCESSING EZE PRODUCTS

Certain products offered by Eze may be made available for downloading solely for the use by end users according to their applicable subscription agreement. You may download and install such products, but you must obtain a username, domain name and password before you can use such products. Any such username, domain name or password is for your personal use only and you are responsible if they are lost, stolen or misused, and you must notify Eze immediately if any of these events happen. Eze’s products are licensed pursuant to the terms of the applicable license agreement.

MONITORING & TERMINATION

Eze reserves the right (but undertakes no obligation) to monitor any and all use of the Web Site. Eze further reserves the right, without notice or liability and at its sole discretion, to suspend or terminate these Terms of Use and/or your ability to access or use the Web Site, and to block or prevent future access to and use of the Web Site for any reason, including, without limitation, your breach of these Terms of Use or other conduct by you that Eze considers inappropriate. Eze reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Web Site with or without notice. You agree that no Eze Party shall be liable to you or to any third party for any modification, suspension or discontinuation of the Web Site. Upon termination of your access to the Web Site, or upon demand by Eze, you must destroy all Materials then in your possession or under your control (if any). Any provisions of these Terms of Use that, by their terms, ought to survive, will survive any termination of these Terms Use.

You understand and agree that Eze will determine your compliance with these Terms of Use in its sole discretion. Any violation of these Terms of Use may be referred to law enforcement authorities.

JURISDICTIONAL ISSUES

The information provided on our Web Site is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject EzeSoft or our affiliates to any registration requirement within such jurisdiction or country. Unless otherwise specified, we control and operate our Web Site from our offices within the United States. We do not claim that materials in our Web Site are appropriate or available for use in locations other than the United States. If you choose to access our Web Site from other locations, you do so on your own initiative and you are responsible for compliance with any applicable local laws.

Software related to or made available by the Web Site may be subject to United States export controls. Thus, no software from the Web Site may be downloaded, exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) 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 any software related to this Web Site, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.

You may not use our Web Site for any illegal purpose or in any manner inconsistent with the Terms of Use.  We reserve the right to limit the availability of the Web Site or any portion of the Web Site, to any person, geographic area, or jurisdiction, at any time and in our sole discretion.

DISPUTES/APPLICABLE LAW

The laws of the State of New York govern these Terms of Use without regard to its conflict of law provisions. If you take legal action relating to the Terms of Use or the Web Site, you agree to file such action only in the federal or state courts located within New York City, New York, and you consent and submit to the personal jurisdiction of those courts for the purposes of litigating any such action. 

MISCELLANEOUS

Our failure to exercise or enforce any right or provision of this Terms of Use shall not constitute a waiver of such right or provision. No waiver by Eze of any of these Terms of Use will be of any force or effect unless made in writing and signed by a duly authorized representative of Eze. The section titles in the Terms of Use are used solely for your convenience and have no legal or contractual significance. If any provision of the Terms of Use is deemed unlawful, void or unenforceable for any reason, that provision will be deemed severable from these terms and will not affect the validity and enforceability of the remaining provisions. These Terms of Use are not assignable, transferable or sublicensable by you except with the prior written consent of a duly authorized officer of Eze. You agree that these Terms of Use will not be construed against Eze by virtue of Eze having drafted them. The Terms of Use constitutes the entire agreement between you and Eze relating to the use of our Web Site (provided that, as described above, your use of certain downloadable software and other services available through the Web Site may be subject to a separate subscription agreement). You may also be subject to additional terms and conditions that may apply when you use the services of our affiliates, third-party content or third-party software. Any rights not expressly granted herein are reserved.

CONTACT US

If you have any questions about these Terms of Use, please contact us by email at legalnotices@ezesoft.com or by mail at Eze Software Group, LLC, 12 Farnsworth Street, 6th Floor, Boston, MA 02210, Attention:  General Counsel.