Terms

Welcome to the zaphne.com web sites (the "Site"). Through the Site, you have access to a variety of resources and content. These may include: (a) software, applications, application program interfaces, software as a service offerings, and outputs to all of the foregoing ("Software"); (b) web pages, data, messages, text, images, photographs, graphics, audio and video such as podcasts and webcasts, and documents such as press releases, white papers, and product data sheets ("Materials"); and (c) forums, discussion groups, chat areas, bulletin boards, wikis, e-mail functions, and other services in connection with which you can upload, download, share, email, post, publish, transmit or otherwise access or make available Content (as defined below) ("Community Services"). Software, Materials, Community Services, and other information, content and services are collectively referred to as "Content." The following are terms of a legal agreement between you ("You" or "Your") and Zaphne, Inc. and its affiliated companies ("We" or "Zaphne"). By accessing or using the Site or the Content provided on or through the Site, you agree to follow and be bound by the following terms and conditions concerning your access to and use of the Site and the Content provided on or through the Site ("Terms of Use") and our Privacy Policy. Zaphne may revise the Terms of Use and Privacy Policy at any time without notice to you. The revised Terms of Use and Privacy Policy will be effective one month after it is posted unless Section 26 applies. You can review the most current Terms of Use at http://tos.zaphne.com and Privacy Policy at http://privacy.zaphne.com .


1. Use of Software

Your use of Software is subject to all agreements such as an order form, platform agreement, license agreement or user agreement that accompanies or is included with the Software, ordering documents, exhibits, and other terms and conditions that apply ("Subscription Terms"). In the event that a conflict exists between the Terms of Use and the Subscription Terms, the Subscription Terms shall control. If Software is provided on or through the Site and is not licensed through Subscription Terms, you may use the Software subject to the following: (a) the Software may be used solely for your personal, informational, noncommercial purposes; (b) the Software may not be modified or altered in any way; and (c) the Software may not be redistributed.


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.


Unless you are a Zaphne Customer (see Section 23), Zaphne does not want to receive confidential information from you through or in connection with the Site. Notwithstanding anything that you may note or state in connection with Sharing Content, it shall not be considered confidential information and shall be received and treated by Zaphne on a non-confidential and unrestricted basis and Zaphne shall not take and shall not be required to take any steps to safeguard the confidentiality of any information that you Share, other than as specified in Zaphne's Privacy Policy.


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.


If any of the Software requires you to open an account, you must complete the registration process by providing us with current, complete and accurate information as required by the applicable registration form. You may also be required to choose a password and a user name. Access to and use of password protected or secure areas of the Site (“Secure Site”) are restricted to authorized users only. Authorized users agree not to share password(s), account information, or allow people who are not authorized users access to the Secure Site. You are responsible for maintaining the confidentiality of password(s) and account information, and you are responsible for all activities that occur through the use of your password(s) or account(s) or as a result of your access to the Site. You agree to notify Zaphne immediately of any use of your password(s) or account(s) that you did not authorize or that is not authorized by these Terms of Use.


7. No Unlawful or Prohibited Use

You agree not to use the Site, or Content provided on or through the Site, for any purpose that is unlawful or prohibited by these Terms of Use or any additional rules, guidelines or terms of use posted for a specific area of the Site or Content provided on or through the Site.


8. Indemnity

You agree to indemnify and hold harmless Zaphne, its officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys' fees and costs, due to or arising out of Content that you Share, your violation of these Terms of Use or any additional rules, guidelines or terms of use posted for a specific area of the Site or Content provided on or through the Site, or your violation or infringement of any third party rights, including intellectual property rights.


9. Monitoring

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.


12. Disclaimer

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

SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OR EXCLUSION OF CERTAIN WARRANTIES OR THE DISCLAIMER, EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES. TO THE EXTENT THAT THEY ARE HELD TO BE LEGALLY INVALID, DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS OF USE, INCLUDING THOSE SET FORTH IN SECTIONS 12 AND 13, DO NOT APPLY AND ALL OTHER TERMS SHALL REMAIN IN FULL FORCE AND EFFECT.


15. Privacy Policy

Zaphne is concerned about your privacy and has developed a policy to address privacy concerns. For more information, please see Zaphne's Privacy Policy.


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

The failure of Zaphne to exercise or enforce any rights or provisions in these Terms of Use shall not constitute a waiver of such right or provision. If any part or provision of these Terms of Use is found to be unenforceable, such part or provision may be modified to make the Terms of Use as modified legal and enforceable. The balance of the Terms of Use shall not be affected.


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.


Zaphne Customers will (a) be responsible for Users’ compliance with the Terms of Use and, if applicable, Subscription Terms, (b) be responsible for the accuracy, quality and legality of your data and the means by which you acquired your data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Subscribed Content, and notify us promptly of any such unauthorized access or use, (d) use Subscribed Content only in accordance with the Terms of Use, Subscription Terms (if applicable), and applicable laws and government regulations.


Unless expressly stated otherwise in these Terms of Use or any applicable Subscription Terms, you will not (a) make any Subscribed Content available to, or use any Subscribed Content for the benefit of, anyone other than you or Users, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Subscribed Content, (c) use a Content to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Content to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Content or third-party data contained therein, (f) attempt to gain unauthorized access to any Content, intellectual property or their related systems or networks, (g) permit direct or indirect access to or use of any Content in a way that circumvents a contractual usage limit, (h) copy Content or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Content, other than framing on your own intranets or otherwise for your own internal business purposes, (j) access any Content in order to build a competitive product or service, (k) reverse engineer any Content (to the extent such restriction is permitted by law), or (l) frustrate any attempt (e.g., remove or alter JavaScript) for Zaphne to receive revenue through selling advertising space on your website unless such removal is in connection with the removal of all Content from your website.


If Subscription Terms are executed which incorporate these Terms of Use, Zaphne Customer represents and warrants in favor of Zaphne that: (i) it has the full corporate right and authority execute and deliver the Subscription Terms, and to perform the acts and obligations required of it under the Subscription Terms and these Terms of Use; (ii) its execution of, and performance under, the Subscription Terms shall not violate any agreement to which it is a party or by which it is bound; and (iii) the Subscription Terms and Terms of Use constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms


24. Blog Content Creation Platform

Zaphne’s provides access to its blog content creation platform to generate daily blog entries (“Blog Posts”) to certain Zaphne Customers (“Blog Customers”). For as long as Blog Customer is not in breach of these Terms of Use or Subscription Terms (if applicable), Zaphne hereby licenses to Blog Customer, on a non-exclusive basis, the right to transform, edit, alter, distort, modify, add to, subtract from, enhance, broadcast, telecast, duplicate, distribute, or otherwise exhibit the Blog Post worldwide in all forms of media and forms of exploitation, now known or hereafter created including, but not limited to, websites, film, television, radio, and print. Zaphne agrees that it shall have no right to approve any use of the Blog Post. Zaphne will take reasonable measures to ensure that each Blog Post is unique, but makes no guarantee of uniqueness.


Blog Customer may chose to stop receiving, or Zaphne may chose to stop sending Blog Posts at any time. Upon such termination, no future fees will be due from Blog Customer, but all other obligations, including any previously incurred fees, will continue. For example, if Blog Customer is using an advertiser-supported version of the blog content creation platform, the Blog Customer may only remove JavaScript supporting advertisements in connection with removal of all Blog Posts.


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

Revisions to the Terms of Use are effective when posted unless you have a written contract with Zaphne that specifies a contract termination end date. In such a situation, the Terms of Use in effect as of the effective date of the contract shall control for the initial term of the contract, and the Terms of Use in effect 30 days prior to any renewal shall control for such renewal period.


27. Zaphne Customer Confidential Information

Either Zaphne or a Zaphne Customer (“Discloser”) may disclose to the other party (“Recipient”) information pertaining to the Subscribed Content (“Purpose”) that the Discloser considers confidential (“Confidential Information”). Recipient may use Confidential Information only for the Purpose. Recipient must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. Recipient may share Confidential Information with its employees, directors, agents or third party contractors who need to know it and if they have agreed with either party in writing to keep information confidential. Confidential Information does not include information that: (a) was known to Recipient without restriction before receipt from Discloser; (b) is publicly available through no fault of Recipient; (c) is rightfully received by Recipient from a third party without a duty of confidentiality; (d) is independently developed by Recipient; or (e) relates to demographic information of the audience of a Zaphne Customer or any other information covered by Zaphne’s Privacy Policy. A party may disclose Confidential Information when compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice. This Section will continue for 4 years after Zaphne Customer ceases to be a customer of Zaphne.


Zaphne may identify Zaphne Customer as a customer in its marketing efforts.


28. Assignment

You may not assign or transfer any of its rights or obligations under the Terms of Use and any applicable Subscription Terms (including in connection with an acquisition, change in control, or to an affiliated party) either in whole or in part without the prior written consent of Zaphne. Any attempted assignment or delegation without such consent will be void. Zaphne shall have the unencumbered right to assign the Terms of Use and any applicable Subscription Terms, in whole or in part, to any third party. Subject to the foregoing, the terms and conditions of the Terms of Use and any applicable Subscription Terms shall bind and inure to the parties’ successors and assigns.



Last Revised: February 24, 2017