Terms and Conditions


6. Miscellaneous

6.1 Remedies. You understand and agree that any unauthorized use of the Service or the Content would result in irreparable injury to ZED USA and/or its affiliates or licensors for which money damages would be inadequate, and in such event ZED USA its affiliates and/or licensors, as applicable, shall have the right, in addition to other remedies available at law and in equity, to immediate injunctive relief against you. Nothing contained in this paragraph or elsewhere in this Agreement shall be construed to limit remedies or relief available pursuant to statutory or other claims that ZED USA, its affiliates and/or licensors may have under separate legal authority, including but not limited to, any claim for intellectual property infringement.

6.2 Promotions and Advertising. ZED USA and/or its business partners may present advertisements and promotional materials on or through the Service. Your participation in any ZED USA promotional event is subject to the terms and conditions associated with that event. Your correspondence or business dealings with, or participation in promotions of, any third-party advertisers on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third-party. You agree that neither ZED USA nor its business partners shall be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such third parties on the Service.

6.3 This Agreement shall be governed by the internal laws of the State of Colorado, without giving effect to principles of conflict of laws. You hereby consent to the exclusive jurisdiction and venue of the state courts sitting in Denver County, Colorado or the United States Federal District for the District of Colorado to resolve any disputes arising under this Agreement. In each case this Agreement shall be construed and enforced without regard to the United Nations Convention on the International Sale of Goods.

6.4 This Agreement contains the complete Agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous Agreements or understandings, whether oral or written. You agree that any varying or additional terms contained in any purchase order or other written notification or document issued by you in relation to the Content licensed hereunder shall be of no effect. The failure or delay of ZED USA to exercise any of its rights under this Agreement or upon any breach of this Agreement shall not be deemed a waiver of those rights or of the breach.

6.5 No ZED USA dealer, distributor, agent or employee is authorized to make any amendment to this Agreement. This Agreement supersedes any and all prior agreements, discussions and negotiations between you and ZED USA, and it sets forth the entire agreement and understandings between the parties as to the subject matter of this Agreement. Neither of the parties shall be bound by any terms, conditions, definitions, waivers, warranties or representations with respect to the subject matter of this Agreement other than as expressly provided in this Agreement or duly set forth on or subsequent to the date hereof in a writing signed by a proper and duly authorized representative of whichever of the parties is to be bound thereby.

6.6 If any provision of this Agreement shall be held by a court of competent jurisdiction to be contrary to law that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.

6.7 "ZED USA" and other trademarks contained in the Content are trademarks or registered trademarks of ZED USA, Inc, in the United States and/or other countries. Third party trademarks, trade names, product names and logos may be the trademarks or registered trademarks of their respective owners. You may not remove or alter any trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in the Content. This Agreement does not authorize you to use ZED USA's or its licensors' names or any of their respective trademarks.

6.8 If either party breaches, or threatens to breach, any of its obligations under this Agreement, the damages to the other party will be great and irreparable; therefore, either party may apply to a court of competent jurisdiction for injunctive or other equitable relief to restrain such breach or threat of breach, without posting bond and without disentitling such party to any other relief in either law or equity.

6.9 This Agreement shall not be construed to create a joint venture or partnership between the parties hereto. Neither party shall have the right, power, or authority at any time to act on behalf of, to impose any obligation on, or to represent or legally bind the other.

6.10 The enumeration and headings contained in this Agreement are for convenience only and are not intended to have any substantive significance interpreting this Agreement.

6.11 You agree that ZED USA may audit your use of the Content for compliance with these terms at any time, upon reasonable notice. In the event that such audit reveals any use of the Content by you other than in full compliance with the terms of this Agreement, you shall reimburse ZED USA for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

6.12 Any correspondence, notice or request permitted to be given under or in connection with this Agreement or the subject matter hereof shall be sent by prepaid, certified, first class mail, or courier service with receipt of delivery obtained directly to ZED USA addressed as follows:
9 Squared, Inc. d/b/a ZED USA
1999 Broadway, Suite 1250
Denver, CO 80202
Attn: General Counsel

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