TERMS AND CONDITIONS


TERMS.

These Free Trial Terms and Conditions govern your free trial of Ziggy LLC (Ziggy) services (the “Services”). By using this site, you agree to these Free Trial Terms and Conditions.

TO THE EXTENT ALLOWED UNDER LAW, ZIGGY (A) DISCLAIMS ALL IMPLIED WARRANTIES AND REPRESENTATIONS (E.G. WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, AND NONINFRINGEMENT); (B) DOES NOT GUARANTEE THAT THE SERVICES WILL FUNCTION WITHOUT INTERRPUTION OR ERRORS, AND (C) PROVIDES SERVICE (INCLUDING CONTENT AND INFORMATION) ON AN “AS IS” AND “AS AVAILABLE” BASIS.

RESPONSIBILITIES AND USAGE RESTRICTIONS.

You are responsible for (a) Users’ compliance with this Agreement, (b) the accuracy, quality and legality of Data and the means by which You acquired Data, and (c) preventing unauthorized access to or use of Services and Content, and notifying Us promptly of any such unauthorized access or use. You will reasonably cooperate with any of Our investigations into Service outages, security problems, and/or suspected breaches of the Agreement. Furthermore, You will not (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering, (c) use a Service 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) attempt to gain unauthorized access to any Service or Content or its related systems or networks, (e) reverse engineer any Service (to the extent such restriction is permitted by law) or copy a Service, Content, Documentation, or any part, feature, function or user interface thereof, or (f) access any Service or Content in order to build a competitive product or service.

CONFIDENTIALITY.

During this the term of this Agreement and for a period of 5 years thereafter, each Party agrees to maintain all Confidential Information in confidence to the same extent that it protects its own similar Confidential Information, but in no event using less than reasonable care, and to use such Confidential Information only as permitted under this Agreement; Each Party agrees to only disclose the other Party’s Confidential Information to its employees with a need to know to further permitted uses of such information. Both parties shall take steps each determines appropriate to implement and enforce such non-disclosure/non-use obligations.

LIMITATION OF LIABILITY.

BY USING THE SERVICES, YOU EXPRESSLY AGREE THAT YOUR USE OF, OR INABILITY TO USE, THE SERVICES IS AT YOUR SOLE RISK. FURTHERMORE, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, WILL WE OR OUR SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS, OR OUR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR LOSS OF ANTICIPATED PROFITS OR ANY OTHER PECUNIARY OR NON- PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER), OR FOR PERSONAL INJURY OR DEATH ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THAT RESULT FROM YOUR USE OF OR YOUR INABILITY TO USE THE SITE OR ANY THIRD- PARTY SITE, OR ANY OTHER INTERACTIONS WITH US OR ANY USERS OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

DISCLAIMERS.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. DATA IS PROVIDED “AS IS”, EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY.

INTELLECTUAL PROPERTY RIGHTS.

We retain all Our rights, title, and interests in and to the Services and Content, any software hosted as part of the Services, and the Hosted Environment. Nothing set forth herein shall be of nature to assign or transfer any rights in the Services or Content, the software hosted as part of the Services, or the Hosted Environment to You, by implication, estoppel, or otherwise.

ENTIRE AGREEMENT.

This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment, or waiver is to be asserted. Furthermore, amendments to this agreement can be made and effected by us from time to time without specific notice to your end. Agreement posted on the Site reflects the latest agreement and you should carefully review the same before you use our site.

GOVERNING LAW.

This Agreement and any supplemental documents and activities shall be deemed to be a contract made under and subject to and governed by the laws of the State of California without regard to conflict of laws principles under the laws of the State of California or any other state, and any litigation between the parties shall be brought within the courts of the State of California and both parties irrevocably consent to the jurisdiction of such courts and agree that Santa Clara County shall be the proper venue.