IMPORTANT – READ CAREFULLY: This Terms of Services agreement (“TOS”) is a legal agreement between You either as an individual or as an authorized representative of a business entity (hereafter referred to as “You” and/or “Your”), and ezbizcenter.com (“ezbizcenter”). ezbizcenter is willing to license to You the use of the online services provided by ezbizcenter, which includes, without limitation, interactive web application features, supplements to the application features, images, music, text and/or animations incorporated into the features, media, printed materials, or online or electronic documentation, provided by ezbizcenter or made available for download (collectively referred to as the “Service”). Your use of the Service constitutes acceptance of all of the terms stated herein. If You do not agree with all of these terms, You must promptly cancel Your subscription to the Service.
1. License Grant. Subject to payment of applicable fees, if any, and the limitations and restrictions set forth herein, ezbizcenter and its licensors grant to You a non-exclusive, non-transferable, worldwide, limited, royalty-free license, without right of sublicense, to use the Service, in accordance with the terms contained in the Services Contract (the “Contract”). Use of the Service outside the scope of the Contract is unauthorized and shall constitute a material breach of this TOS. ezbizcenter`s licensors shall be a direct and intended third party beneficiary of this TOS and may enforce their rights directly against You in the event of Your breach of this TOS. The Service is licensed, not sold, to You.
2. License Restrictions.
2.1 Standard Use Restrictions. Subject to any express restrictions contained within the Contract, You shall not nor shall You allow any third party to: (a) disassemble, decrypt, extract, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas, algorithms, or file formats of, or of any components used in the Service by any means whatever; (b) remove or conceal any product identification, copyright, patent or other notices contained in or on the Service components or Contract; (c) sell, lease, rent, lend, sublicense, distribute or otherwise transfer in whole or in part the Service or the applicable access authorization code(s) to another party; or (d) modify the Service in any manner not specifically supported by ezbizcenter and correspondingly documented in the online documentation, or create a derivative work of any part of the Service. Your modification of the Service will breach this TOS, and such derivative work is and shall be owned entirely by ezbizcenter or its licensors. You hereby assign and agree to assign to ezbizcenter or the licensor of the Service all right, title and interest in and to said derivative work. You acknowledge that the Service is not designed, licensed or intended for use in the design, construction, operation or maintenance of any nuclear facility, aircraft operation, air traffic control or life support system. ezbizcenter disclaims any express or implied warranty of fitness for such uses. If You use the Service for such applications, You agree to indemnify, defend and hold ezbizcenter and its licensors harmless from all claims, actions, losses, liabilities, damages, costs and expenses (including attorney fees) arising out of or relating to such prohibited uses.
You agree to use software and functionality which ezbizcenter has embedded in the online Service solely as embedded in, and for execution on, the ezbizcenter hosted environment the use of which You licensed from ezbizcenter.
2.2 Support. ezbizcenter and its licensors are under no obligation to support the Service or to provide You with updates, enhancements, or additional features unless otherwise agreed in writing by an authorized representative of ezbizcenter. If ezbizcenter, at its sole option, supplies feature enhancements to You, the enhancements will be considered part of the Service, and subject to the terms of this TOS.
3.1 Intellectual Property Rights: The Service is protected by intellectual property and copyright laws and treaties worldwide, and may contain trade secrets of ezbizcenter or its licensors, who have and maintain exclusive right, title and interest in and to the Service, and reserve and retain all rights not expressly granted to You herein. No right, title or interest in or to any trademark, service mark, logo or trade name of ezbizcenter or its licensors is granted under this TOS. All title and intellectual property rights in and to service and feature content which is not contained in the Service, but may be accessed or used through use of the Service, is the product belonging to the respective content owner and may be protected by patents, intellectual property and copyright laws and treaties worldwide. This TOS grants You no rights to such content, but use of such content may be governed by the respective terms and conditions of use relating to such content.
You are the legal owner of blog posts, contact lists, Web page content content generated and uploaded by You or your customers or affiliates to Your space within ezbizcenter. You will agree to and abide by any and all of ezbizcenter`s security measures and procedures in the event of any dispute over ownership of Your content and / or accounts with ezbizcenter. It is Your responsibility to retrieve Your content from ezbizcenter at the termination of Your contract.
3.2 Illegal Use: ezbizcenter Service and servers may not be used for lawful purposes only. Transmission, storage, or distribution of any information, data, or material in violation of any applicable law or regulation, or that may directly facilitate the violation of any particular law or regulation is prohibited. This includes but is not limited to: copyrighted material; trademarks; trade secrets or other intellectual property righs used without proper authorization; material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Additionally, in purchasing ezbizcenter services, You certify that You are not, or have been designated, a suspected terrorist as defined in Executive Order 13224; are not owned or controlled by a "suspected terrorist" as defined in Executive Order 13224; and are not on, are not a member of, related to, associated with, or controlled by any organizations on the list contained in the Annex to Executive Order 13224 and all updates thereto.
3.3 Spamming: Sending unsolicited bulk and/or commercial messages over the Internet (known as "spamming") is prohibited, regardless of whether or not it overloads a server or disrupts service to ezbizcenter`s customers. The term "spamming" also includes, but is not limited to, engaging in spamming using the service of another ISP or IPP and referencing in the spam a Web site or service hosted by ezbizcenter, and selling or distributing software or services (on a Web site hosted by ezbizcenter) that facilitates spamming. Violators will face immediate suspension. ezbizcenter reserves the right to determine, in its sole and absolute discretion, what constitutes a violation of this provision.
3.4 System and Network Abuse: Violations of system or network security are prohibited and may result in criminal and civil liability. Examples of system or network security violations include, without limitation the following: unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network; interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks; forging of any TCP-IP packet header or any part of the header information in any Service posting. Use of ezbizcenter`s services or equipment for creating or sending Internet viruses, worms or Trojan horses, or for mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for any customer to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use ezbizcenter`s services and equipment (or any connected network, system, service or equipment) or conduct their business over the Internet.
3.5 Child Pornography: The use of ezbizcenter`s services to store, post, display, transmit, advertise or otherwise make available child pornography is prohibited. ezbizcenter is required by law, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, its services.
3.6 Privacy: ezbizcenter is concerned with the privacy of on-line communications and Web sites. In general, the Internet is neither more nor less secure than other means of communication, including mail, facsimile, and voice telephone service, all of which can be intercepted and otherwise compromised. As a matter of prudence, however, ezbizcenter urges its customers to assume that all of their on-line communications are insecure. ezbizcenter cannot take any responsibility for the security of information transmitted over ezbizcenter facilities.
3.7 Your Responsibility: You are required to use the ezbizcenter Service responsibly. This includes respecting the other customers of ezbizcenter. ezbizcenter reserves the right to suspend and/or cancel service with You should you use the Service in such a way that adversely affects other ezbizcenter customers. While ezbizcenter may monitor its service electronically to determine that its facilities are operating satisfactorily, as a general practice, ezbizcenter does not monitor its Your communications or activities to determine whether they are in compliance with the TOS. However, when ezbizcenter becomes aware of any violation of the TOS or other user agreements, ezbizcenter may take any action to stop or correct such violation, including, but not limited to, denying access to ezbizcenter`s services and equipment. In addition, ezbizcenter may take action against You or your customers because of the activities of such customer. ezbizcenter anticipates that You will cooperate with ezbizcenter in any corrective or preventive action that ezbizcenter deems necessary. Failure to cooperate with such corrective or preventive measures is a violation of ezbizcenter policy and ezbizcenter reserves the right to take any such action even though such action may affect other customers of the ezbizcenter customer.
4. Audit. You agree to give ezbizcenter or its licensors and its independent accountants the right to examine Your books, records, systems and usage associated with the Service during regular business hours upon reasonable notice to verify compliance with this TOS. If such audit discloses non-compliance with this TOS, You shall promptly cure such non-compliance, plus promptly pay the reasonable costs of conducting such audit.
5. Termination. This TOS is effective until terminated. ezbizcenter may terminate this TOS immediately and without notice if You fail to comply with any term of this TOS. Termination of this TOS shall not relieve You from Your obligations to immediately pay ezbizcenter any sums owed hereunder or under any other agreement with ezbizcenter. Upon termination, all rights to use the Service will cease, and You shall promptly destroy the original and all copies any ezbizcenter copyright material obtained through the Service. Termination is not an exclusive remedy and all other remedies otherwise entitled by law shall remain. Sections 2 through 10 shall survive termination of this TOS.
6. Disclaimer of Warranty. THE SERVICE, ITS FEATURES, AND ACCOMPANYING DOCUMENTATION ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND. ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES, INCLUDING, ANY IMPLIED WARRANTY OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NONINFRINGEMENT, OR ANY WARRANTY THAT THE SERVICE OR THE SOFTWARE RUNNING IT IS ERROR-FREE ARE HEREBY DISCLAIMED, EXCEPT TO THE EXTENT THAT SUCH DISCLAIMERS ARE HELD TO BE LEGALLY INVALD.
7. Limitation of Liability. THE TOTAL LIABILITY OF EZBIZCENTER, ITS LICENSORS, DISTRIBUTORS AND RESELLERS FOR ANY DAMAGE OR CLAIM ARISING FROM USE OF THE SERVICE, ITS FEATURES OR THE ACCOMPANYING DOCUMENTATION SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE SOFTWARE OR US$100.00, WHICHEVER IS GREATER. EZBIZCENTER AND ITS LICENSORS, DISTRIBUTORS AND RESELLERS ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES; LOST OR CORRUPTED DATA, LOSS OF PROFITS, SAVINGS, OR REVENUES; PROCUREMENT OF SUBSTITUTE GOODS, INTERRUPTION OF BUSINESS, OR FOR ANY OCCURRENCE BEYOND THEIR CONTROL, RELATED TO THE USE OF OR INABILITY TO USE THE SOFTWARE, RELATED CONTENT THROUGH THE SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, OR OTHERWISE IN CONNECTION WITH ANY PROVISION OF THIS TOS. IN NO EVENT SHALL EZBIZCENTER`S LICENSORS BE LIABLE FOR ANY DAMAGES OF ANY KIND INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHICH SHALL INCLUDE WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
8. U.S. Government and Export Regulations. The Service is a Web Application Service product developed at private expense; no portion of the Service has been developed with U.S. Government, State or other public-sector funds; the Service contains trade secrets and confidential commercial or financial information exempt from disclosure by 5 U.S.C. Section 552(B) (3) and (4) (Freedom Of Information Act) and 18 U.S.C. Section 1905 (Trade Secrets Act); and the ownership of the Software and any reproductions shall remain with ezbizcenter. The Service is provided to U.S. Government Agencies other than the U.S. Department of Defense (“DOD”) with RESTRICTED RIGHTS and all supporting Documentation is provided with LIMITED RIGHTS. Use, duplication, or disclosure by the U.S. Government is subject to the restrictions as set forth in the Commercial Computer Software - Restricted Rights clause at FAR 52.227-19(b)(2). If the sale is to a DOD agency, the Government`s rights in Service, software, supporting documentation, and technical data are governed by the restrictions in the Technical Data Commercial Items clause at DFARS 252.227-7015 and the Commercial Computer Software and Commercial Computer Software Documentation clause at DFARS 227-7202. Contractor/Manufacturer is: ezbizcenter, Inc., 141 East 33rd St, New York, NY 10016. Except as expressly licensed hereunder, all rights are reserved. The software supporting the Service is subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree to comply with all applicable regulations and obtain any applicable licenses or other authorizations to export, re-export, or import the software.
9. Third Party Software.
9.1 Notwithstanding other statements in this TOS, third party software including free, copyleft and open source software components (collectively referred to as “Third Party Software”) are used and distributed in compliance with the particular licensing terms and conditions attributable to the Third Party Software. ezbizcenter provides the Third Party Software to You “AS IS” without any warranties or indemnities of any kind.
9.2 Copyright notices and licensing terms and conditions applicable to the Third Party Software are available for review upon request from ezbizcenter and/or reproduced within the materials or Documentation accompanying the Service.
10. General. You may not transfer Your rights under this TOS without ezbizcenter`s prior written approval. ezbizcenter does not waive any of its rights under this TOS by delaying to exercise its rights, or exercising only part of its rights at any time. Any notice, report, approval or consent required or permitted by this TOS shall be in writing. If any provision of this TOS shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that the obligations of the parties shall remain in full force and effect and enforceable. This TOS shall be deemed to have been made in, and shall be construed pursuant to, the laws of the State of New York, United States, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sales of Goods is specifically disclaimed. You acknowledge that breach of this TOS would cause irreparable injury to ezbizcenter for which monetary damages would not be an adequate remedy and You agree that ezbizcenter shall be entitled to seek equitable relief in addition to any remedies it may have hereunder or at law. You acknowledge and agree that ezbizcenter reserves the right to control all aspects of any lawsuit or claim that arises or results from Your use of the Service. Any amendments or waivers shall be effective only if made in writing by non-preprinted agreements clearly understood by both parties to be an amendment or waiver and signed by an authorized representative of each party. This TOS is the final and complete agreement between the parties relating to the license of the Service hereunder and prevails over any conflicting or additional terms of any quote, order, acknowledgment, or similar communication between the parties.