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Terms of Use

1. Introduction.
This Terms of Use Agreement (“Terms of Use”) sets forth the general terms of use under which e-Zassi, LLC, a Florida limited liability company (“e-Zassi,” “we,” “us,” or “our”) permits access to and use of the e-Zassi Web site located at www.e-zassi.com and its sub-domains or such other URLs or domain(s) as e-Zassi determines from time to time (collectively, the “Site”), and access to and use of the e-Zassi System (as hereinafter defined).


Please read this Terms of Use carefully before accessing or using the Site and/or the e-Zassi System. The Site and the e-Zassi System are available for use only if you acknowledge and agree to be bound by the terms and conditions of the Agreement (as hereinafter defined). By clicking the “Accept” button at the end of this Terms of Use, you acknowledge acceptance of the terms and conditions of the Agreement.
IF YOU DO NOT AGREE OR WISH TO BE BOUND BY THE TERMS AND CONDITIONS OF THE AGREEMENT, YOU MAY NOT ACCESS OR USE THE SITE AND/OR THE E-ZASSI SYSTEM.

 

By registering with e-Zassi or accessing or using the Site, you hereby acknowledge and agree that (i) you have read understand, and agree to the terms of the Agreement; (ii) the terms and conditions set forth in the Agreement constitute a legal and binding agreement with e-Zassi; and (iii) the terms and conditions of the Agreement supersedes all prior or contemporaneous agreements regarding access to and use of the Site and the e-Zassi System. The right to access and/or use the Site and the e-Zassi System may be limited further by federal, state, local or jurisdictional laws, rules and regulations. Upon registering with the Site and paying the annual subscription fee, e-Zassi shall provide Subscriber, during the term of the Agreement, non-exclusive access to and use of the Site and e-Zassi System for Subscriber’s internal business purposes in accordance with the terms of the Agreement.

 

2. Definitions.
“Agreement” means, collectively, this Terms of Use as amended by e-Zassi from time to time, and any information available on the Site and incorporated herein by reference.


“Application Software” means a collection of computer software programs in object code form that is owned, developed, or licensed by e-Zassi and made available to a Subscriber via the e-Zassi System (as hereinafter defined).

 

“e-Zassi System” means the Application Software, databases, and reporting tools that reside on the Host Computer System (as hereinafter defined) and made available to a registered e-Zassi Subscriber.

 

“Host Computer System” includes any computer(s) utilized by e-Zassi as a host provider of the e-Zassi System.

 

“Privacy Policy” means the privacy policy for the Site as posted on the Site as amended by e-Zassi from time to time, and located at [insert hyperlink].

 

“Services” means services provided by e-Zassi to Subscribers and includes, but is not limited to, the provision of an Innovation Assessment, access to e-Zassi’s online community, custom software development, systems integration, installation, training, consulting, and maintenance.

 

“Subscriber(s)” means a registered account holder with the Site who pays the annual subscription fee and other charges, if any, as applicable.

 

3. Eligibility.
A Subscriber must be eighteen (18) years of age or older to access or use the Site in any manner. By registering for and/or accessing or using the Site, you are accepting the terms and conditions of the Agreement, and you are representing and warranting to e-Zassi that (i) you are eighteen (18) years of age or older, (ii) you have the right, authority and capacity to agree to and abide by the terms and conditions of the Agreement, and (iii) you will use the Site and the e-Zassi System in a manner consistent with any and all applicable laws and regulations.


4. e-Zassi Content.
The contents of the Site including, but not limited to, text, graphics, images, logos, button icons, software and other e-Zassi content (collectively, “e-Zassi Content”), are protected under United States of America copyright, trademark and other laws. All e-Zassi Content is the property of e-Zassi or its content suppliers. The compilation of all content on the Site is the exclusive property of e-Zassi and protected by United States of America copyright laws. Unauthorized use of the e-Zassi Content may violate copyright, trademark and other laws. You must retain all copyright, trademark, service mark and other proprietary notices contained in the original e-Zassi Content on any copy you make of the e-Zassi Content. Except as expressly provided for herein, the e-Zassi Content may not be sold, modified, reproduced, displayed, distributed, or otherwise used in any way. The use of the e-Zassi Content on any other Web site or in a networked computer environment for any purpose is prohibited. You shall not copy or adapt the HTML code that e-Zassi creates to generate any e-Zassi Content or the pages making up the Site, which is also protected by e-Zassi’s copyright.


5. Site Restrictions.

You shall not and agree not to use the Site and/or the e-Zassi System to transmit, distribute, store, manipulate or destroy material, including, without limitation, e-Zassi Content: (i) in violation of any applicable local, state national or foreign law, rule or regulation, (ii) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (iii) that is defamatory, obscene, threatening, abusive or hateful. You are also prohibited from violating or attempting to violate the security of the Site, including, without limitation, the following activities: (a) accessing data not intended for you, or logging into a server or account which you are not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) attempting to interfere with service to any other Subscriber, host or network, including, without limitation, via means of submitting a virus to the Site or any other e-Zassi owned or operated Web site or server, or overloading, “flooding,” “spamming,” “mail bombing” or “crashing” the Site or any e-Zassi owned or operated server. Violations of system or network security may result in civil or criminal liability. e-Zassi will investigate occurrences which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting parties involved in such violations.


6. Prohibited Uses.

You agree to use the Site and e-Zassi System for lawful purposes, only. e-Zassi specifically prohibits any other use of the Site, and you specifically agree not to do any of the following: (i) post any content on the Site for any competitor of e-Zassi or post other content that contains links to any site competitive with e-Zassi; (ii) use the Site in any manner to compete with e-Zassi; (iii) post or submit to the Site any false, misleading or inaccurate contact, credit card or billing information or such information which is not your own or for which you are not authorized to provide; (iv) take any action that imposes an unreasonable or disproportionately large load on the Site's infrastructure; (v) notwithstanding anything to the contrary contained herein, use or attempt to use any engine, software, tool, agent or other device or mechanism (including, without limitation, browsers, spiders, robots, avatars or intelligent agents) to navigate or search the Site other than the search engine and search agents available from e-Zassi on the Site and other than generally available third-party Web browsers (e.g., Microsoft’s Internet Explorer and Netscape Navigator); (vi) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Site; (vii) aggregate, copy or duplicate in any manner any of the e-Zassi Content or information available from the Site; (viii) frame or link to any of e-Zassi Content or information available from the Site; (ix) access the Site and/or e-Zassi System if you are a competitor of e-Zassi; or (x) access the Site and/or e-Zassi System on behalf of or for the benefit of a competitor of e-Zassi.

 

7. Registration, Term, Accounts, Billing and Privacy Information.
As part of the registration process Subscribers will be provided an exclusive user name (“User Name”) and password for accessing the Site and e-Zassi System. You are entirely responsible for maintaining the security and confidentiality of your User Name and password. Furthermore, you shall be responsible for any and all access, activity and conduct on the Site through the use of your User Name and password, whether or not authorized or performed by you. You agree to immediately notify e-Zassi of any unauthorized use of a User Name and password. e-Zassi will not be liable for any loss that you may incur as a result of someone else using your User Name password or account, either with or without your knowledge. You may, however, be liable for any losses incurred by e-Zassi or another party due to someone else using your account, its User Name and password.


The term of the Agreement shall be for a period of one (1) year commencing upon Subscriber’s acceptance of the terms of the Agreement by clicking the “Accept” button at the end of this Terms of Use. Following the initial term, the Agreement shall automatically renew for successive one (1) year terms under the same terms and conditions, unless either party provides written notice to the other party at least thirty (30) days prior to the expiration of the then current term of its election not to extend the term of the Agreement.

All amounts due hereunder shall be paid in U.S. Dollars and unless expressly provided for otherwise herein, amounts invoiced to Subscriber are immediately due and payable by Subscriber. Subscriber may, in good faith, dispute, in whole or in part, payment of any disputed amount so long as it shall promptly (but in no event more than fifteen (15) days after the date of the invoice), give written notice to e-Zassi of such dispute, stating the amount in dispute, the basis of the dispute, and pay the undisputed amount pursuant to the terms hereof. In such circumstances, Subscriber’s failure to pay a disputed amount shall not constitute a breach or default hereunder and will not result in the discontinuance of Services, support services, or access to and/or use of the e-Zassi System, or application or accrual of late charges or penalties for the disputed amount. If Subscriber fails to pay the total of any invoiced amount within thirty (30) days after the date of such invoice, interest compounded at the rate of one and a half percent (1.5%) per month shall be charged on all amounts unpaid and outstanding. If Subscriber fails to make any payment to e-Zassi as and when required hereunder, e-Zassi shall have the right, in addition to its other rights and remedies, to terminate or suspend Subscriber’s access to or use of the e-Zassi System and to cease further performance of the Services. Subscriber represents and warrants to e-Zassi that Subscriber will provide e-Zassi with written notice of any changes to Subscriber’s credit card and billing information provided to e-Zassi, including, but not limited to, cancellation of credit cards and changes in expiration dates. In the event that the credit card account provided to e-Zassi at the time of registration or at any subsequent time is cancelled or suspended during the term (or if after such term but while any amounts are still due and owing to e-Zassi) or if Subscriber stops payment on such credit card, then Subscriber shall remain obligated for the full amount of any outstanding balance due and Subscriber agrees to immediately provide e-Zassi with alternative valid credit card account information or certified funds for the outstanding amounts for Subscriber’s fee(s). In the event that Subscriber’s credit card account information on file with e-Zassi is within thirty (30) days of its expiration and Subscriber has not provided updated and current information to e-Zassi, as required pursuant to the foregoing sentence, then during such month in which Subscriber’s credit card expires, e-Zassi may charge Subscriber’s credit card for the full amount outstanding for all outstanding fee(s). Should Subscriber discover any billing problems or discrepancies related to fees, then within sixty (60) days after first appearing on Subscriber’s account statement, written notice of such problems or discrepancies must be provided to e-Zassi in accordance with the notice provisions set forth in Section 29 of this Subscriber Agreement. Subscriber acknowledges and agrees that failure to provide such notice to e-Zassi within such sixty (60) day period shall be deemed a waiver of Subscriber’s right to dispute such problems or discrepancies with e-Zassi. All fees paid by credit card shall be deemed fully earned immediately upon e-Zassi charging Subscriber’s credit card and no fees charged shall be refundable Upon becoming a Subscriber, you shall be responsible for all charges incurred through the account. e-Zassi reserves the right to terminate any Subscriber account and associated User Names and prohibit access to and use of the Site and the e-Zassi System in the event that any information is provided to e-Zassi that is untrue, inaccurate, not current or incomplete. e-Zassi hereby reserves the right to change, add and/ or remove any of the Site’s products or Services from time to time without prior notification.

 

Your use of the Site is subject to our Privacy Your use of the Site is subject to our Privacy Policy and such policy is incorporated herein by this reference. You agree that e-Zassi may collect non-public personal information about you but shall not share such non-public personal information a with third party companies, except where required or permitted by law and the Privacy Policy.

 

8. Limitation of Liability of e-Zassi.
The Site, e-Zassi System and its products and Services or the e-Zassi Content may contain inaccuracies or typographical errors. e-Zassi makes no representations about the suitability, accuracy, reliability, completeness or timeliness of the information contained at the Site, the e-Zassi System and its products and/or Services or the e-Zassi Content, and the use of same is at your own risk.


IN NO EVENT SHALL E-ZASSI AND/OR ANY THIRD PARTY, BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION TO DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGE RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE OR THE E-ZASSI SYSTEM, OR WITH THE DELAY OR INABILITY TO USE THE SITE OR THE E-ZASSI SYSTEM OR ITS PRODUCTS OR SERVICES, OR FOR ANY INFORMATION, PRODUCTS, AND SERVICES OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE AND/OR E-ZASSI SYSTEM WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT E-ZASSI IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
E-ZASSI’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE SITE AND/OR YOUR USE OR ACCESS OF THE E-ZASSI SYSTEM, INCLUDING, BUT NOT LIMITED TO E-ZASSI CONTENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), SHALL NOT EXCEED FIFTY AND NO/100 DOLLARS ($50.00).


9. Disclaimer of Warranty.
E-ZASSI DOES NOT WARRANT THAT THE SITE AND/OR THE E-ZASSI SYSTEM WILL OPERATE ERROR-FREE OR THAT THE SITE, THE E-ZASSI SYSTEM, AND ITS SERVERS ARE FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. IF YOUR USE OF THE SITE OR THE E-ZASSI SYSTEM RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, E-ZASSI IS NOT RESPONSIBLE FOR THOSE COSTS. THE SITE AND E-ZASSI SYSTEM ARE PROVIDED ON AN "AS IS" BASIS WITHOUT ANY WARRANTIES OF ANY KIND. E-ZASSI, TO THE FULLEST EXTENT PERMITTED BY LAW, EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTY OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT. E-ZASSI MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMELINESS OF THE SITE AND THE E-ZASSI SYSTEM, PRODUCTS, AND/OR SERVICES.


10. Links and Other Sites.
The Site may contain links to third-party Web sites. These links, if any, are provided solely as a convenience to you and not as an endorsement by e-Zassi of the contents on such third-party Web sites. e-Zassi does not control nor is it not responsible for the legality, accuracy, or inappropriate nature of the content of linked third-party Web sites. If you access linked third-party Web sites, you do so at your own risk. You may not deep link to the Site.


11. Indemnity.
You agree to indemnify, defend (using counsel reasonably acceptable to e-Zassi), and hold harmless e-Zassi, its parent, subsidiaries, affiliates, and their respective officers, directors, employees and agents and other representatives from and against any and all claims, damages, losses, costs, expenses, actions or demands, including, without limitation, reasonable legal and accounting fees, alleging or resulting from (i) your use and/or access of the Site and e-Zassi System, (ii) any information you provide to the Site, (iii) your use of any e-Zassi Content, and (iv) your breach of the terms and conditions of the Agreement. e-Zassi shall provide notice to you promptly of any such claim, suit or proceeding.


12. Amendments.
e-Zassi reserves the right, in its sole and absolute discretion, to amend, change, delete, modify, revise or update the Agreement at any time without prior notice to you. No amendments, changes, deletions, modifications, revisions or updates to the Agreement shall be made except by a revised posting on the Site by e-Zassi and any such amendments, changes, deletions, modifications, revisions or updates will be effective immediately upon their publication on the Site. Accordingly, you acknowledge and agree that your continued access to and use of the Site after any such amendments, changes, deletions, modifications, revisions or updates will constitute your acknowledgement and agreement to be bound by such amendments, changes, deletions, modifications, revisions or updates. In the event that you do not agree to any amendments, changes, deletions, modifications, revisions or updates to the Agreement, you must immediately cease and discontinue your use and/or access of the Site and contact an e-Zassi representative to terminate your Subscriber account. Because of the possibility that the terms of the Agreement could change between your visits to the Site, e-Zassi recommends that you check these Terms of Use and the Privacy Policy each time you visit the Site.


13. Default and Termination.
You will be in default under the Agreement if you fail to perform the obligations of the Agreement, including, but not limited to, failure to pay when due, any fee or other charge incurred under your User Name and password. If you are in default, e-Zassi hereby reserves the right, at its sole discretion, to pursue all legal remedies available to it, including but not limited to an immediate termination of your Subscriber account and ability to access the Site and e-Zassi System, upon any breach by you of the terms and conditions of the Agreement. You agree that action taken under this Section may be effective without prior notice. In the event of termination, however, those sections of the Agreement that provide for continuing obligations on your part shall survive such termination. Moreover, any terms of the Agreement which by their nature are intended to survive the termination of the Agreement shall continue in full force and effect after termination, which terms shall include, but not be limited to, any terms dealing with confidentiality, limitation of liability, indemnification, proprietary rights and payment obligations. e-Zassi may immediately terminate the Agreement and Subscriber’s right to access and/or use of the Site and the e-Zassi System in the event Subscriber shall breach the Agreement, which breach is not cured by Subscriber within ten (10) days after written notice from e-Zassi.


14. Jury Trial Waiver.

You hereby irrevocably, knowingly, and voluntarily waive trial by jury in any action, proceeding, or counterclaim brought by e-Zassi or its successors in respect to any matter arising out of or in connection with the Site and/or the e-Zassi System, and/or the ability to access or use the products or Services at the Site, or for any claim for injury or damage, or any emergency or statutory remedy.


15. Export Controls.
The Site and/or e-Zassi System may utilize software and other technology, or provide Services that are subject to export controls of the United States of America and European Union. You are solely responsible for compliance with all applicable laws, including, but not limited to export and import regulations of other countries with respect to your use and/or access of the Site and the e-Zassi System. You agree to abide by United States of America and European Union export control laws and not to transfer, by electronic transmission or otherwise, any content subject to restrictions under such laws to a national destination prohibited under such laws, without first obtaining, and then complying with, any requisite government authorization. You further agree not to upload to the Site any data, images, text, video clips, audio clips, software, or other information that cannot be exported without prior written government authorization, including, but not limited to, certain types of encryption software. This assurance and commitment shall survive termination of the Agreement.


16. Notices.
Any notice required or permitted to be given hereunder by e-Zassi may be given by means of a posting on the Site, e-mail to your e-mail address on record in e-Zassi’s Subscriber account information, or by certified mail, return receipt requested, postage prepaid or nationally recognized overnight courier with confirmation of delivery to your address on record in e-Zassi’s Subscriber account information. Any notice required or permitted to be given hereunder by you to e-Zassi may be given by means of certified mail, return receipt requested, postage prepaid or nationally recognized overnight courier with confirmation of delivery to e-Zassi at the following address: e-Zassi, Attn: Notice Department, 1886 South 14th Street, Suite Six, Fernandina Beach, Florida 32034, USA. Each such notice, demand or request shall be deemed to have been received upon the earlier of the actual receipt or refusal by the addressee or three (3) business days after deposit thereof at any main or branch United States post office if sent via certified mail, return receipt requested, postage prepaid, two (2) business day after deposit thereof with the courier if sent via a nationally recognized overnight courier, and twenty-four (24) hours after sending via e-mail or posing on the Site.


17. Dispute Resolution.
In the event of any dispute, controversy or claim of any kind or nature arising under or in connection with the Site (the “Dispute”), then upon the written request of either party, each of the parties will appoint a designated representative for the purpose of endeavoring to resolve the Dispute. The representatives will meet as often as the parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the parties believe to be appropriate and germane in connection with its resolution. Such representatives will discuss the Dispute and will negotiate in good faith in an effort to resolve the Dispute without the necessity of any formal proceeding relating thereto. The specific format for such discussions will be left to the discretion of the representatives. No formal proceedings for the resolution of the Dispute under this paragraph may be commenced until the earlier to occur of (a) a good faith mutual conclusion by the representatives that an amicable resolution through continued negotiation of the matter in issue does not appear likely or (b) the thirtieth (30th) day after the initial request to negotiate the Dispute. Any Dispute, arising under, out of, in connection with, or in relation to the Site, if not resolved informally through negotiation between the parties, will be resolved by final and binding arbitration conducted in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration association (“AAA”) then applicable. Two (2) arbitrators will be selected by the parties’ mutual agreement or, failing that, by the AAA. The arbitrators will each be lawyers with at least ten (10) years of legal experience in the fields of software and information technology. The arbitrators will allow such discovery as is appropriate and consistent with the purposes of arbitration in accomplishing fair, speedy, and cost effective resolution of disputes. The arbitration will be conducted under the Federal Rules of Civil Procedure then in effect. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof. Any negotiation or arbitration conducted pursuant to this paragraph will take place in Duval County, Florida, United States of America, and each party will bear its own costs and expenses with respect to any such negotiation or arbitration, including one-half of the fees and expenses of the arbitrators, if applicable. Other than those matters involving injunctive relief or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this paragraph are a complete defense to any suit, action, or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute.


18. General Information.
e-Zassi makes no claims that the Site and/or the e-Zassi System may be lawfully viewed or accessed outside of the United States of America and the European Union. Access to the Site and e-Zassi System may not be legal by certain persons or in certain countries. If you access the Site from outside of the United States of America or European Union, you do so at your own risk and are responsible for compliance with the laws of your jurisdiction. The Agreement shall be governed by and construed under the laws of the State of Florida, United States of America, without regard to its laws relating to conflict or choice of laws. Any action to enforce or interpret the provisions of the Agreement shall be brought in the applicable state or federal court sitting in Duval County, Florida, United States of America. If any provision of the Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect. The parties agree that the Agreement will not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been prepared by counsel of one of the parties. No waiver of any term of the Agreement shall be deemed a further or continuing waiver of such term or any other term. e-Zassi may assign its rights and obligations under the Agreement to any individual or entity at any time and without prior notice. You agree not to resell or assign your rights or obligations under the Agreement. You also agree not to make any unauthorized commercial use of the Site. Titles, captions, and headings contained in the Agreement are inserted only as a matter of convenience and for reference and in no way define, limit, extend, or describe the scope of the Agreement or the intent of any provision thereof. Time is of the essence of the Agreement. There shall be no third party beneficiaries of the Agreement. Questions or comments regarding the Agreement should be directed to e-Zassi at support@e-Zassi.com.


Effective Date: October 28, 2009