1. Use of Software
2. Use of Materials
You may download, store, display on your computer, view, listen to, play and print Materials that Zaphne publishes or broadcasts on the Site or makes available for download through the Site subject to the following: (a) the Materials may be used solely for your personal, informational, noncommercial purposes; (b) the Materials may not be modified or altered in any way; and (c) the Materials may not be redistributed.
3. Use of Community Services
Community Services are provided as a convenience and Zaphne is not obligated to provide any technical support for, or participate in, Community Services. While Community Services may include information regarding Zaphne products and services, including information from Zaphne employees, they are not an official customer support channel for Zaphne.
You may use Community Services subject to the following: (a) Community Services may be used solely for your personal, informational, noncommercial purposes; (b) Content provided on or through Community Services may not be redistributed; and (c) personal data about others may not be stored or collected except where expressly authorized by Zaphne.
4. Reservation of Rights
The Site and Content provided on or through the Site are the intellectual property and copyrighted works of Zaphne or a third party provider. All rights, title and interest not expressly granted with respect to the Site and Content provided on or through the Site are reserved. All Content is provided on an "As Is" and "As Available" basis, and Zaphne reserves the right to terminate the permissions granted to you in Sections 1, 2 and 3 above, and your use of the Content at any time.
5. Your Content
You agree that you will only upload, share, post, publish, transmit, or otherwise make available ("Share") on or through the Site Content that you have the right and authority to Share and for which you have the right and authority to grant to Zaphne all of the licenses and rights set forth herein. By Sharing Content, you grant Zaphne a worldwide, perpetual, royalty-free, irrevocable, nonexclusive, fully sublicensable license to use, reproduce, modify, adapt, translate, publish, publicly perform, publicly display, broadcast, transmit and distribute the Content for any purpose and in any form, medium, or technology now known or later developed. This includes, without limitation, the right to incorporate or implement the Content into any Zaphne product or service, and to display, market, sublicense and distribute the Content as incorporated or embedded in any product or service distributed or offered by Zaphne without compensation to you. You warrant that: (a) you have the right and authority to grant this license; (b) Zaphne's exercise of the rights granted pursuant to this license will not infringe or otherwise violate any third party rights; and (c) all so-called moral rights in the Content have been waived to the full extent allowed by law.
You agree that you will neither use the Site in a manner, nor Share any Content, that: (a) is false or misleading; (b) is defamatory, derogatory, degrading or harassing of another or constitutes a personal attack; (c) invades another's privacy or includes, copies or transmits another's confidential, sensitive or personal information; (d) promotes bigotry, racism, hatred or harm against any group or individual; (e) is obscene or not in good taste; (f) violates or infringes or promotes the violation or infringement of another's rights, including intellectual property rights; (g) violates or promotes the violation of any applicable laws or regulations;; or (h) contains any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. Zaphne may report you to the relevant authorities and may act under the fullest extent of applicable laws if you transmit or upload content intended or designed to cause harm.
6. Security, Passwords and Means of Accessing the Site and Content
You agree not to access or use the Site in any manner that could damage, disable, overburden, or impair any Zaphne accounts, computer systems or networks. You agree not to attempt to gain unauthorized access to any parts of the Site or any Zaphne accounts, computer systems, networks, or Software. You agree not to interfere or attempt to interfere with the proper working of the Site or any Zaphne accounts, computer systems, networks, or Software. You agree not to use any robot, spider, scraper or other automated means to access the Site or any Zaphne accounts, computer systems, networks, or Software without Zaphne's permission.
7. No Unlawful or Prohibited Use
Zaphne has no obligation to monitor the Site or screen Content that is Shared on or through the Site. However, Zaphne reserves the right to review the Site and Content and to monitor all use of, and activity on, the Site, and to remove or choose not to make available on or through the Site any Content in its sole discretion. Zaphne may remove Content that is confidential or proprietary to a third party without that third party's permission.
10. Termination of Use
Zaphne may, in its sole discretion, at any time discontinue providing or limit access to the Site, any areas of the Site or Content provided on or through the Site. You agree that Zaphne may, in its sole discretion, at any time, terminate or limit your access to, or use of, the Site or any Content. You agree that Zaphne shall not be liable to you or any third-party for any termination or limitation of your access to, or use of, the Site or any Content, including Content that you may have Shared.
11. Third Party Web Sites, Content, Products and Services
The Site provides links to web sites and access to Content, products and services of third parties, including users, advertisers, affiliates and sponsors of the Site. Zaphne is not responsible for third party Content provided on or through the Site or for any changes or updates to such third party sites, and you bear all risks associated with the access to, and use of, such web sites and third party content, products and services.
EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE, THE SITE, AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. ZAPHNE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO THE SITE AND ALL CONTENT PROVIDED ON OR THROUGH THE SITE. ZAPHNE MAKES NO WARRANTY THAT: (A) THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS; (B) THE SITE WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY CONTENT PURCHASED OR OBTAINED BY YOU ON OR THROUGH THE SITE WILL MEET YOUR EXPECTATIONS.
ANY CONTENT ACCESSED, DOWNLOADED OR OTHERWISE OBTAINED ON OR THROUGH THE USE OF THE SITE IS USED AT YOUR OWN DISCRETION AND RISK. ZAPHNE SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF CONTENT.
ZAPHNE RESERVES THE RIGHT TO MAKE CHANGES OR UPDATES TO, AND MONITOR THE USE OF, THE SITE AND CONTENT PROVIDED ON OR THROUGH THE SITE AT ANY TIME WITHOUT NOTICE.
13. Limitation of Liability
IN NO EVENT SHALL ZAPHNE BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM YOUR ACCESS TO, OR USE OF, THE SITE OR ANY CONTENT PROVIDED ON OR THROUGH THE SITE.
14. Exclusions and Limitations
16. Persons Not of Age of Majority
Persons who are not of the age of majority are not eligible to use the Site, and we ask that no information in relation to such persons be submitted to us.
17. Export Restrictions/Legal Compliance
You may not access, download, use or export the Site, or the Content provided on or through the Site, in violation of U.S. export laws or regulations, or in violation of any other applicable laws or regulations. You agree to comply with all export laws, restrictions and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available any services and products of Zaphne in violation of any such restrictions, laws or regulations. As applicable, you shall obtain and bear all expenses related to any necessary licenses, authorizations, and/or exemptions with respect to your own use of the services of Zaphne outside the U.S.
18. Availability of Products
Information on the Site may reference or cross-reference Zaphne products, programs, or services that might not be available in your location. Such references do not imply that Zaphne plans to make such products, programs, or services available in your location.
19. Waiver and Severability
20. Applicable Laws
All matters relating to your access to, and use of, the Site and Content provided on or through or uploaded to the Site shall be governed by U.S. federal law or the laws of the State of South Carolina. Any legal action or proceeding relating to your access to, or use of, the Site or Content shall be instituted in a state or federal court in Charleston County, South Carolina. You and Zaphne agree to submit to the jurisdiction of, and agree that venue is proper in, these courts in any such legal action or proceeding.
21. Copyright Notice for all Content
Copyright © 2017 Zaphne and/or its affiliates. All rights reserved.
Unauthorized copying, distribution, modification, public display, or public performance of copyrighted works may be an infringement of the rights of the copyright owner. You agree that you will not use the Site or any Zaphne site to infringe Zaphne's Intellectual Property rights or the Intellectual Property rights of others. You may not remove, deface, or overprint any notice of copyright, trademark, logo, or other notice of ownership from any originals or copies of Zaphne Software, third party software, or any products or Content you access on or through Zaphne's Sites.
22. Trademark Usage
You may generally use Zaphne trademarks to refer to the associated Zaphne products or services. For instance, a Zaphne customer may issue a press release stating that it has implemented Zaphne® Software.
You may indicate the relationship of your products or services to Zaphne products or services by using accurate, descriptive tag lines such as "blog content through Zaphne, Inc." in connection with your product or service name. Within text or body copy, such tag lines may appear in the same type as your product or service name. On product, packaging, advertising and other collateral where your product or service name is displayed apart from body copy, make sure that the tag line appears in significantly smaller type than your name. You should also distinguish the tag line from your mark by using a different font or color.
You may not use Zaphne trademarks in a manner which could cause confusion as to Zaphne sponsorship, affiliation or endorsement.
Proper use of Zaphne trademarks reinforces their role as brands for our products and services, and helps prevent them from becoming generic names that can be used by anyone. Examples of former trademarks that became generic terms are "aspirin," "cellophane," and "escalator." By adhering to the following rules, you help protect Zaphne's investment in its trademarks.
Use a generic term in association with each Zaphne trademark the first time the mark appears in text, and as often as possible after that. You need not include generic names in headlines, package titles and documentation titles. For example, "Zaphne blog content creation software."
Except when referring to Zaphne as a trade name (see below), Zaphne trademarks are adjectives and should not be used as nouns, or in the possessive or plural form. For example, "Zaphne® software's benefits..." not "Zaphne's benefits..."
Do not vary Zaphne trademarks by changing their spelling or abbreviating them.
Proper trademark attribution helps makes the public aware of our trademarks, and helps prevent them from becoming generic terms. Accordingly, Zaphne would appreciate you attributing ownership of Zaphne trademarks to Zaphne and using trademark symbols (™ or SM or ®).
Trade names are the actual business names of companies. Trademarks and trade names are not the same, even though many companies use their trade names as trademarks. If you are using “Zaphne” as a substitute for Zaphne, Inc. you are using it as a trade name. Because they are nouns, trade names can be used in the possessive and do not require a generic term or a trademark symbol. Thus, you should not use a trademark symbol after "Zaphne" when it appears as part of the full corporate name or as a trade name.
23. Customer Responsibilities
If you are provisioned access to Content that is not generally available to the public without a subscription (“Subscribed Content”) then you are a “Zaphne Customer.” As a Zaphne Customer, you may designate one individual (or however many that are specified in Subscription Terms) who is authorized by you to use Subscribed Content (“User”). Users may include, for example, your employees, consultants, contractors and agents. Each User must have their own credentials and sharing user names and passwords is expressly prohibited. If a Zaphne Customer chooses to deactivate a User’s credentials, a replacement User may be selected.
24. Blog Content Creation Platform
25. Reports; Fees; Payment Terms.
Zaphne will make a transaction report available to Zaphne Customers. All reports shall be deemed conclusive for all purposes.
Prior to a Zaphne Customer’s use of the Subscribed Content, Zaphne may, in its sole discretion, require the Zaphne Customer to make a security deposit and/or limit the Zaphne Customer to a specific transactional credit limit.
Unless otherwise stated in Subscription Terms, invoiced charges are due immediately. You are responsible for providing complete and accurate billing and contact information to us and notifying Us of any changes to such information. Any amount not paid when due will be subject to finance charges equal to 1.5% percent of the unpaid balance per month or the highest rate permitted by applicable law, whichever is less. You will reimburse any costs or expenses, including without limitation, reasonable attorneys’ fees, incurred by Zaphne to collect any amount not paid when due. Further, we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible we will invoice you and you will pay that amount. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. Termination of Subscription Terms will not release a Zaphne Customer from its fee obligations.
26. Applicability of Revisions
27. Zaphne Customer Confidential Information
Zaphne may identify Zaphne Customer as a customer in its marketing efforts.
Last Revised: February 24, 2017