Zinc End User License Agreement

Zinc.TVTM End User License Agreement

PLEASE READ THIS END USER LICENSE AGREEMENT (“AGREEMENT” OR "EULA") BEFORE USING THE SERVICES OFFERED BY ZEEVEE, INC. (“ZEEVEE”). THESE TERMS OF USE GOVERN YOUR ACCESS TO AND USE OF THE ZINC.TVTM WEBSITE AT HTTP://WWW.ZINC.TV (THE “SITE”) AND THE SERVICES OWNED AND OPERATED BY ZEEVEE (COLLECTIVELY WITH THE SITE, THE “SERVICE”). BY YOUR ACCESS TO AND USE OF THE SITE OR SERVICE YOU AGREE TO BE BOUND BY THIS AGREEMENT. THIS AGREEMENT APPLIES TO ALL USERS OF THE SITE OR SERVICE, INCLUDING USERS WHO ARE ALSO CONTRIBUTORS OF CONTENT, INFORMATION, AND OTHER MATERIALS OR SERVICES ON THE SITE.

1.    Acceptance of Terms

ZeeVee, Inc., its affiliates, and its partners ("ZeeVee") are willing to grant each user of the Site and/or Service a license, as defined below, to you (personally and/or on behalf of your employer or your household, as applicable) ("Licensee") ONLY IF YOU ACCEPT ALL OF THE TERMS IN THIS EULA (“License”). ZeeVee is not willing to make the Site or the Service available under any other terms or subject to any other conditions.

BEFORE YOU CHOOSE THE "I ACCEPT THIS END USER LICENSE AGREEMENT" OPTION, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CHOOSING THE "I ACCEPT THIS END USER LICENSE AGREEMENT" OPTION, (1) YOU ARE REPRESENTING THAT YOU ARE OVER THE AGE OF 18 AND HAVE THE CAPACITY AND AUTHORITY TO BIND YOURSELF, AND/OR YOUR EMPLOYER OR YOUR HOUSEHOLD, AS APPLICABLE, TO THE TERMS OF THIS EULA, AND (2) YOU ARE CONSENTING ON BEHALF OF YOURSELF AND/OR AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR YOUR HOUSEHOLD, AS APPLICABLE, TO BE BOUND BY THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT REPRESENT THE FOREGOING, CHOOSE "CANCEL," IN WHICH CASE YOU WILL NOT AND MAY NOT RECEIVE, THE SOFTWARE, OR USE THE SITE OR SERVICE.

The terms of this License also incorporates ZeeVee's Privacy Policy, ZeeVee's Copyright Policy and all other operating rules, policies and procedures that may be published from time to time on the Site by ZeeVee, each of which is incorporated by reference and each of which may be updated by ZeeVee from time to time without notice to you. In addition, some services offered through the Service may be subject to additional terms and conditions promulgated by ZeeVee from time to time; your use of such services is subject to those additional terms and conditions, which are incorporated into this EULA by this reference.

The Service is available only to individuals who are at least 13 years old. You represent and warrant that if you are an individual, you are of legal age to form a binding contract, and that all registration information you submit is accurate and truthful. ZeeVee may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Service is revoked in such jurisdictions.

Any use of the Site or the Service other than pursuant to the terms of this Agreement is a violation of U.S. and international intellectual property laws and conventions.

2.    Grant of License

This License establishes the rights granted to users of our Site and the Service, but to take advantage of these rights, you must lawfully download the Software. If you do not lawfully download the Software, even though it may be freely available for download at the Site, the rights granted herein, to the Site and/or the Service, do not apply to you.

Subject to the terms and conditions of this License, ZeeVee hereby grants to Licensee the following limited, personal, non-exclusive, non-sub licensable, non-transferable license to use any number of copies of the Software only for Licensee's personal use on personal computers owned or leased by Licensee.

The License to use the Site and Service granted herein to Licensee is expressly made subject to the following limitations:

1.     Post, publish or transmit any text, graphics, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred or harm against any individual or group; (vi) infringes another's rights, including any intellectual property rights; or (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability.

2.     Access, tamper with, or use non-public areas of the Site, the Service, ZeeVee's computer systems, or the technical delivery systems of ZeeVee's providers;

3.     Attempt to probe, scan, or test the vulnerability of any system or network or breach any security or authentication measures;

4.     Attempt to access or search the Site, the Service or ZeeVee’s website with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by ZeeVee or other generally available third party web browsers (such as Microsoft Internet Explorer);

5.     Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or the Service; or

6.     Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site, the Service or ZeeVee’s website.

ZeeVee will have the right to investigate and prosecute violations of any of the above, including intellectual property rights infringement, the Site, the Service and ZeeVee’s website security issues, to the fullest extent of the law. ZeeVee may involve and cooperate with law enforcement authorities in prosecuting users who violate this Agreement. You acknowledge that ZeeVee has no obligation to monitor your access to or use of the Site and the Service, but has the right to do so for the purpose of operating the Site, the Service and ZeeVee’s website, to ensure your compliance with this Agreement, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

3.    Modification of the EULA, Site and the Service

ZeeVee reserves the right, at its sole discretion, to modify or replace any of the terms of this EULA or change, suspend, or discontinue the Site or the Service (including without limitation, the availability of any feature, database, or content). You acknowledge and agree that ZeeVee may revise this EULA from time to time. By continuing to access or use the Site or the Service after ZeeVee makes any such revision, you agree to be bound by the revised EULA. When we do make changes to this EULA, we will revise the “last updated” date at the bottom of this page. For changes to the EULA that we deem to be material, we will notify you by posting an announcement on the Site.

4.    Licensee’s Privacy

Licensee's privacy is very important to ZeeVee and as a result, ZeeVee maintains and follows a Privacy Policy. For information and notices concerning ZeeVee's collection and use of your personal information, please read our policy on our website at http://www.zeevee.com/privacy.

5.    Registration and Passwords

To access and use the Service you are required to register as a user. If you choose to register, you must submit a valid e-mail address and select a username and password during the registration process and be at least 18 years of age. You are responsible for safeguarding the password that you use to access any secure areas of the Site. You agree not to disclose your password to any third party. You agree to take sole responsibility for any activities or actions under your password, whether or not you have authorized such activities or actions. You will immediately notify ZeeVee of any unauthorized use of your password. ZeeVee reserves the right to refuse providing Services or access to the Site to any user, or to delete accounts created by users who appropriate the name, likeness, email address or other personally identifiable information of another individual.

6.    Ownership of Property

This License does not convey to Licensee an interest in the Site, the Service or any intellectual property, but only a limited right of use revocable in accordance with the terms of this License. The Site and intellectual property rights in the Service are NOT being sold to Licensee. ZeeVee and its licensors will continue to own all right, title, and interest in and to the Site, the Service and intellectual property rights. No license or other right in or to the Site or Service is granted to Licensee except for the rights specifically set forth in this License. Licensee hereby agrees to abide by United States copyright law, all other applicable laws of the United States and other nations, and any applicable international treaties.

In addition, you agree that the Site, the Service and ZeeVee developed content are protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in this EULA, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Site, the Service or ZeeVee developed content. You may not copy or modify the HTML code used to generate web pages in the Site or the Service. You may not use the Site or the Service on or in connection with any other website, for any purpose.

If you send any communications or materials to the Site or ZeeVee’s website at http://www.zeevee.com by electronic mail or otherwise, including any comments, data, questions or suggestions, such communications or materials are, and will be treated as, non-confidential and non-propriety. You will not claim that any use of such communications or materials by ZeeVee violates your rights, including moral rights, privacy rights, proprietary or other property right. Any materials submitted by you to the Site or our website may be adapted, broadcast, changed, copies, disclosed, licensed, performed, posted, published or sold by ZeeVee. ZeeVee may freely use, without compensation to you, any concepts, ideas, know-how or techniques contained in any communication you send or feedback you provide to ZeeVee.

7.    Confidentiality

Licensee acknowledges that the non-public elements of the Software are confidential as provided herein.

"Confidential Information" means any and all information, whether provided in writing, orally, visually, electronically, or by other means, related to ZeeVee's and its licensors' services and/or business that, whether it constitutes a Trade Secret or not, is treated as confidential or secret by ZeeVee (that is, it is the subject of efforts by ZeeVee or its licensors, as applicable, that are reasonable under the circumstances to maintain its secrecy,) including, but not limited to, (i) Trade Secrets as defined below; (ii) any and all other information which is disclosed by ZeeVee to Licensee orally, electronically, visually, or in a document or other tangible form which is either identified as or should be reasonably understood to be confidential and/or proprietary; (iii) any notes, extracts, analyses, or materials prepared by Licensee which are copies of or derivative works belonging to ZeeVee or its licensors in the form of proprietary or confidential information from which the substance of Confidential Information can be inferred or otherwise understood. Confidential Information shall not include information which Licensee can clearly establish by written evidence that: (a) is already lawfully known to or independently developed by Licensee without access to the Confidential Information or Trade Secrets; (b) is disclosed in non-confidential published materials; (c) is generally known to the public; (d) or is rightfully obtained from any third party without any obligation of confidentiality.

"Trade Secrets" means all non-public information whether tangible or intangible related to ZeeVee's or its licensors' services or business that: (i) derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; (ii) and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy, including, without limitation, (a) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or trade secret nature, (b) identifying any oral communication as confidential or secret immediately before, during, or after such oral communication, (c) or otherwise treating such information as confidential or secret.

Licensee agrees not to disclose Confidential Information or Trade Secrets to any third party and agrees to protect and treat all Confidential Information and Trade Secrets with the highest degree of care. Except as otherwise expressly provided in this Agreement, Licensee will not use or make any copies of Confidential Information or Trade Secrets, in whole or in part, without the prior written authorization of ZeeVee. Licensee may disclose Confidential Information or Trade Secrets if required by statute, regulation, or order of a court of competent jurisdiction, provided that Licensee provides ZeeVee with prior notice, discloses only the minimum Confidential Information or Trade Secrets required to be disclosed, and cooperates with ZeeVee in taking appropriate protective measures. These obligations shall continue for THREE (3) years following termination or expiration of this Agreement with respect to Confidential Information that does not rise to the level of a Trade Secret, and shall continue for Trade Secrets so long as they remain Trade Secrets.

8.    Termination

This Agreement is valid until terminated. Licensee may terminate this License at any time by destroying all of the Software in Licensee's control and/or possession. This Agreement will terminate immediately if Licensee defaults or breaches any term of this Agreement. Upon Licensee's termination of this Agreement for any reason, any right, license, or permission granted to Licensee with respect to the Site and/or the Service shall immediately terminate, and Licensee hereby undertakes: (i) to immediately cease using the Site, the Service and the Software, and to fully destroy, delete, and/or un-install any copy of the Software installed or copied by Licensee. ZeeVee may also terminate Licensee's license to the Software at any time and for any reason. Upon receipt of notice of such a termination, you hereby undertake to destroy, delete and/or de-install any copy of the Software installed or copied by you. The provisions regarding ownership, disclaimers of warranty and liability, equitable relief and governing law and venue will survive termination of this License indefinitely in accordance with their terms.

9.    Indemnity

You agree to defend, indemnify, and hold harmless ZeeVee, its officers, directors, employees and agents, from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Site or the Service, or your violation of this Agreement.

10.  Limitation of Liability and Disclaimer of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZEEVEE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SITE OR THE SERVICE WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES RESULTING FROM YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SITE OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT ZEEVEE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT ZEEVEE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, ZEEVEE WILL HAVE NO LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY THIRD-PARTY CONTENT UPLOADED ONTO OR DOWNLOADED FROM THE SITE OR THROUGH THE SERVICE. BY ACCEPTING THIS LICENSE AGREEMENT, LICENSEE AGREES THAT THE AGGREGATE LIABILITY OF ZEEVEE TO YOU FOR ANY AND ALL CLAIMS ARISING FROM THE USE OF THE SITE OR SERVICE IS LIMITED TO THE AMOUNTS YOU HAVE PAID TO ZEEVEE FOR ACCESS TO AND USE OF THE SITE OR SERVICE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZEEVEE AND YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

THE SITE AND THE SERVICE ARE PROVIDED "AS IS", WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, ZEEVEE EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, ZEEVEE MAKES NO WARRANTY THAT THE SITE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. ZEEVEE MAKES NO WARRANTY REGARDING THE QUALITY OF ANY PRODUCTS, SERVICES, OR INFORMATION PURCHASED OR OBTAINED THROUGH THE SITE, THE SERVICE, OR ZEEVEE’S WEBSITE OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SITE OR THE SERVICE.

The Site or the Service may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Site or ZeeVee’s website. When you access third party websites, you do so at your own risk. These other websites are not under ZeeVee's control, and you acknowledge that ZeeVee is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by ZeeVee or any association with its operators. You further acknowledge and agree that ZeeVee shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.

Title and related rights in the materials, data, content, and programs ("Content") accessible through the Site or the Service, as applicable, is the property of the applicable Content owners and is protected by applicable law. This Agreement gives Licensee no rights to or in such Content.

You agree that the content provided by our partners is protected by copyright, trademark, and other laws of both the United States and foreign countries. Except as expressly permitted in this Agreement, you may not reproduce, modify or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use Content provided by ZeeVee’s partners without written permission from the copyright holder identified in such Content provider’s copyright notice.

11.  Miscellaneous

a.     Assignment

This License is personal to you, and is not assignable, transferable or sublicensable by you except with ZeeVee’s prior written consent. ZeeVee may assign, transfer, or sublicense this License or any rights or obligations thereunder at any time at its sole discretion.

b.    Severability

In the event that any provision of this EULA is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and affect.

c.     Waiver

The failure of ZeeVee to enforce any right or provision of this EULA will not be deemed a wavier of such right or provision.

d.    Governing Law

This Agreement shall be governed by and construed in accordance with Massachusetts law without regard to conflict of law provisions thereto, and as to matters affecting copyrights, trademarks and patents, in addition, by applicable United States federal law. Any controversy or claim arising out of or relating to this License, or the breach thereof, except as noted below, shall be settled by arbitration, and administered by the American Arbitration Association under its Commercial Arbitration Rules. Any such arbitration will be governed by Massachusetts law and will occur in Boston, Massachusetts. The arbitrator will be an expert in the field of computer-based networking services, networking hardware, and networking software. The arbitrator's award shall be final and binding, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. There shall be no class-action arbitration pursuant to this Agreement. ZeeVee may seek injunctive relief in any venue of its choosing. Licensee hereby submits to personal jurisdiction in such courts. The parties hereto specifically exclude the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act from this Agreement and any transaction between them that could be implemented in connection with this Agreement. This Agreement has been written in English for a North American market. The parties hereto waive any statute, law, or regulation that might provide an alternative law or forum or to have this Agreement written in any language other than English for a North American market.

e.     Entire Agreement

This EULA is the entire exclusive agreement between ZeeVee and you regarding the Site and the Service, and this Agreement supersede and replace any prior agreements between ZeeVee and you regarding the Site and the Service.

f.      Contact

You may contact ZeeVee at http://www.zeevee.com/contact or write to:

ZeeVee, Inc.
Attention: Legal Department
One Monarch Drive, Suite 200
Littleton, Massachusetts 01460

Effective Date: The Effective Date of these Terms and Use is January 6, 2010