Terms of Service

Last updated on May 5, 2017

Agreement between You and Zembula; Changes

Please read the following terms of service (the “ Terms ”) carefully. By clicking the “I Accept” box, you acknowledge that you have read, understood and agree to be bound by these Terms, and the terms and conditions of the Privacy Policy (as defined below), when using any service or services (collectively, the “ Service ”) offered by Zembula, Inc., an Oregon corporation, or its parents, affiliates or subsidiaries (collectively, “ Zembula ” or “ we ”), on or through the any site made available by Zembula (collectively, the “ Site ”). The term “you” (and “your”) for purposes of these Terms, means both you in your individual capacity, and if applicable, the company or other legal entity whom you represent and on whose behalf you use the Service.
In order to use the Service you must agree to these Terms. However, in addition to clicking the “I Accept” box, you may also agree to the Terms by actually using the Service. You acknowledge and agree that Zembula will treat your use of the Service as acceptance of these Terms from the time you first use the Service.
Zembula reserves the right to change any of the terms and conditions contained in these Terms, including the Service and/or any policies or guidelines governing the Service, at any time and in its sole discretion. While we will endeavor to provide direct notice to you of any changes, you are responsible for periodically checking the Site to determine if any changes have been made and we are not liable for your failure to do so or our failure to provide such direct notice to you. Your continued use of the Service following any revision to these Terms will constitute your acceptance of the changes or modifications to these Terms. If you do not agree to any changes to these Terms, do not continue to use the Service.

2. User Accounts

In order to use the Service, you must register with us to open a Zembula user account (“ Account ”). By opening an Account, you represent and warrant that: (a) all information you submit in connection with your opening and use of your Account is true, accurate, current, and complete; (b) you will promptly notify us if your information changes so that we can update our records; (c) you are aged 13 or older; the Service is not intended for persons under 13; and (d) your use of the Service does not violate any applicable law, rule or regulation. You are responsible for maintaining this information current.
You are solely responsible for maintaining the security and confidentiality of the information you hold for your Account, including, without limitation, your user name and password, and for any and all activity that occurs through your Account as a result of your failure to keep this information secure and confidential. You hereby agree to notify Zembula immediately if you become aware of any unauthorized use of your Account, user name or password, or any other breach of security in connection therewith. You may be held liable for losses incurred by Zembula or any third party due to someone else using your Account, user name or password as a result of your failing to keep your Account information secure and confidential. You are strictly prohibited from using anyone else’s Account, user name or password at any time and for any reason. Zembula is not liable to you or any third party for your failure to comply with your obligations under this paragraph.

3. Your Privacy

In order to use the Service you will be required to provide certain personally identifiable information to Zembula (e.g., your first and last name, the name of the company or legal entity on whose behalf you use the Service, your telephone number, your e-mail address, and, if applicable, your credit card information). Zembula will only use such personally identifiable information in accordance with the terms of our privacy policy (the “ Privacy Policy ”). In this regard, you agree to the then-current version of the Privacy Policy that you can find and read at Privacy Policy . With respect to the personal information collected, used and shared by you or by Zembula on your behalf, via the Service, you shall be solely responsible for (i) complying with any applicable privacy laws governing the collection, use and sharing of personal information; and (ii)providing adequate notice to, and obtaining any necessary consents from, applicable third party recipients of any emails or other digital messages you send in connection with the Service, as required under applicable laws.

4. Fees

The fees, if any, that you are required to pay to use the Service, and the corresponding usage limitations that will be made available to you based on the amount of fees paid, are set forth in the applicable written or electronic order form, quote and/or invoice provided by Zembula to you (each, an “ Order Form ”). Fees will be billed in accordance with the applicable Order Form and the credit card you maintain on file with Zembula in your Account will be automatically charged. If you exceed the usage limitations applicable to the amount of fees you have paid, you will be charged any additional fees for the applicable billing period that reflect your actual Service usage during such billing period. Such additional fees will be charged to your credit card retroactively following the applicable billing period. Fees are solely based on Zembula’s measurements of your use of the Service. You are responsible for maintaining up to date credit card information in your Account.
Unless otherwise agreed by Zembula and you, all fees are payable in U.S. Dollars. Late payments of fees may bear interest at the rate of one and one half percent (1.5%) per month (or the highest rate permitted by applicable law, if less). Fees are exclusive of taxes or other charges. You are responsible for paying all taxes and government or other charges, and all reasonable expenses and attorneys’ fees Zembula incurs collecting late fees. Zembula reserves the right to suspend or terminate your use of the Service (and access to your Content) if you fail to pay any fees due in connection with your use of the Service. Any outstanding fees are immediately due and payable upon termination of your use of the Service for any reason.
To the greatest extent permitted by applicable law, and without affecting your credit card issuer’s rights, you hereby waive all claims relating to fees unless you notify Zembula of any dispute or other fee-related claim within thirty (30) calendar days of the fees being charged to your credit card.
To the greatest extent permitted by applicable law, any refunds of fees are at the sole discretion of Zembula, and refunds will only be provided in the form of a credit against future fees for the Service. Nothing in these Terms obligates Zembula to extend credit to any person. You acknowledge and agree that any credit card and related billing and payment information that you provide to Zembula may be shared by Zembula with third party service providers who work on Zembula’s behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Zembula and servicing your Account. Zembula may also provide information in response to valid legal processes, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Zembula shall not be liable for any use or disclosure of such information by such third parties.
Zembula may change its fees, payment terms and corresponding usage thresholds at its discretion; provided however, that such changes will not take effect for you until your next monthly billing cycle. You will be notified of any such changes (including notices posted on the Site or sent to your registered e-mail address).

5. Professional Services; Service Availability & Support

In the event that you have ordered any related consulting, implementation or other professional services (“ Professional Services ”) as specified on an Order Form, Zembula will perform the Professional Services described on such Order Form in accordance with these Terms and the specifications and schedule described in such Order Form. Unless expressly stated otherwise in an Order Form, Zembula will retain all right, title and interest in and to all deliverables (including any and all intellectual, property rights therein) and you hereby irrevocably assign to Zembula any and all ownership rights you may have in or to such deliverables (including any and all intellectual, property rights therein). Your rights to the deliverables shall be the same as the rights granted to you under these Terms with respect to the Service.
Zembula may temporarily suspend your access to any portion or all of the Service and your Content (as defined below) if Zembula reasonably determines that: (a) there is a threat or attack on the Service (including a denial of service attack) or other event that may create a risk to the Service, you or any other Service user; (b) your use of the Service or your Content disrupts or poses a security risk to the Service or any other Service user, may harm Zembula’s systems or any other Service user, or may subject Zembula or any third party to liability; (c) you are using the Service for fraudulent or illegal activities; (d) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) you are using the Site, Service or other Zembula property in breach of these Terms; (f) you are in default of your payment obligations hereunder; or (g) there is an unusual spike or increase in your use of the Service (collectively, “ Service Suspensions ”). Zembula will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to you (including notices posted on the Site or sent to your registered e-mail address) and to provide updates regarding resumption of the Service following any Service Suspension. Zembula will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension.
Zembula will provide customer support to you as is generally made available without charge to other users of the Service.

6. Security

You are solely responsible for properly configuring and using the Service and taking your own steps to maintain appropriate security, protection and backup of your Content, including using encryption technology to protect your Content from unauthorized access and routinely archiving your Content. Zembula is not responsible for any unauthorized access to, alteration of, or the deletion, destruction, damage, loss or failure to store any of, your Content or other data that you submit or use in connection with your Account or the Service.

7. Zembula’s Proprietary Rights

You hereby acknowledge and agree that Zembula (or its licensors) own all legal right, title and interest in and to the Site and Service, including, without limitation, any intellectual property or other proprietary rights which subsist in the Site and Service (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and Zembula, all materials on the Site, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel”, and arrangement of the Site and its content (except for your Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site, are all owned by Zembula or licensors.
Zembula shall fully own and retain all rights to anonymous usage data derived from your use of the Service (“ Usage Data ”) as aggregated with usage data from Zembula’s other customers for its own business purposes such as support, operational planning, product innovation and sales and marketing of Zembula’s services. For purposes of clarification, such Usage Data may not include any data that could reasonably identify you.
Nothing in these Terms gives you any right to use any of Zembula’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. All rights not expressly granted by Zembula under these Terms are reserved.
Subject to your compliance with these Terms, including, without limitation, your payment of all applicable fees, Zembula hereby grants you a limited, personal, worldwide, royalty-free, non-transferable, non-sublicensable and non-exclusive license to use the Service for your internal business use, to store and manage your Content in such manner as permitted and/or specified by Zembula from time-to-time in any applicable documentation or Service descriptions made available by Zembula. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Zembula, in the manner permitted by these Terms.
During, and after the termination of, your use of the Service, you will not assert, nor will you authorize or assist any third party to assert, against Zembula or any of Zembula Parties (as defined below), any patent infringement claim with respect to the Service.

8. Service Use Restrictions

You hereby represent and warrant that you will not, and will not permit any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Service or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Service, or any other systems or networks connected to the Site or Service, or to any Zembula server, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider” or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Service; (c) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the Site or Service or any transaction being conducted on the Site or through the Service, or with any other person’s use of the Site or Service; (d) breach any security measures implemented on the Site or in the Service; (e) track or seek to trace any information on any other person who visits the Site or uses the Service; (f) forge headers or otherwise manipulate identifiers in order to disguise your identity, or the origin of any message or other communication that you send to Zembula in connection with the Service; (g) pretend that you are, or that you represent, someone else, or impersonate any other person; (h) use the Service in the design, development, production, or use of missiles or the design, development, production, stockpiling, or use of chemical or biological weapons; (i) use the Service or Site for any illegal purpose, for soliciting the performance of any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; (j) upload or otherwise process any malicious content to, or through, the Service; or (k) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the any Zembula proprietary software used to provide, maintain, or otherwise applicable to, the Service, or made available to you in connection with the Service.
You hereby agree that you will notify Zembula if you become aware that the Site or Service is being used for any illegal or unauthorized purpose.

9. Emails and CAN-SPAM Compliance

The Service may not be used in connection with the sending of unsolicited email (sometimes called “spam”) in violation of applicable law or for the transmission of illegal or prohibited content. In connection with the foregoing, you hereby represent, warrant and agree that: (a) you are the sole or designated “sender” (as such term is defined in the CAN-SPAM Act of 2003 and any rules adopted under such act (collectively, the “CAN-SPAM Act”)) of any email message sent by you in connection with the Service, and all messages you send in connection with the Service will comply with all requirements of the CAN-SPAM Act; (b) the Service will not be used in connection with the sending of unsolicited bulk email in violation of the CAN-SPAM Act or other applicable law; and (c) if required under the CAN-SPAM Act, email messages sent in connection with the Service shall include an “unsubscribe” link (or instructions on how to unsubscribe) that allows subscribers to remove themselves from your mailing list and a link to your then current privacy policy.

10. Your Content & License from You

You hereby agree that you are solely responsible and liable for any and all information, data files, written text, computer software, music, audio files or other sounds, photographs, videos, images, and other content (collectively “ Content ”) that you store, transmit, display, or otherwise use in connection with the Service, and for the consequences of your actions in connection with such Content and your use of the Service. You agree that Zembula has no responsibility to you or to any third party in connection with such Content. You are solely responsible for any losses or damage suffered by Zembula in connection with your Content. You hereby represent and warrant that you will not store or otherwise use any Content in connection with the Service that: (a) violates these Terms; (b) is defamatory, libelous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violate any law, rule or regulation; (d) violates any third party’s copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; or (f) contains a virus, malicious code or any other harmful component.
Zembula reserves the right, at any time in its sole discretion and without notice to you, to pre-screen, review, monitor, flag, filter, modify, refuse or remove any or all Content from the Service, but Zembula has no obligation to do so. You agree to immediately take down, delete or modify any Content that is stored by you through the Service that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from Zembula. In the event that you elect not to comply with a request from Zembula to take down, delete or modify certain Content, Zembula reserves the right to directly take down, delete or modify such Content. Zembula assumes no liability or responsibility arising from your activities in connection with the Service, including, without limitation, Content that you store or otherwise use in connection with Service.
Zembula claims no ownership or control over your right, title and interest in your Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate. By submitting, storing, displaying, or otherwise using your Content in connection with the Service, you hereby grant Zembula a worldwide, royalty-free, fully-paid-up, non-exclusive license to reproduce, perform, modifying display, distribute, and otherwise use such Content for the purpose of enabling Zembula to provide the Service to you, including, without limitation, storing and retrieving the Content, making the Content available through the Service, adapting the Content for technical display and transmission, conforming the Content to the limitation and terms of the Service, and any other use related to the maintenance, provision and improvement of the Service
You hereby agree that Zembula, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your web site) for the purpose of advertising or publicizing the Service.
Zembula will not disclose any of your Content, except: (a) if you expressly authorize us to do so in connection with your use of the Service; (b) as necessary to provide the Service to you; or (c) to comply with the request of any governmental or regulatory body, subpoenas or court orders, or as otherwise required by applicable law, rule or regulation. If we receive a subpoena, court order, or other request from a governmental or regulatory body requesting the disclosure of any of your Content, we will use good faith efforts to provide you with reasonable notice to allow you to seek a protective order or other appropriate remedy (except to the extent Zembula’s compliance with the foregoing would cause it to violate a court order or other legal requirement). You are required to respond to third party requests about your Content, and we may provide your contact information to third parties, and suspend or terminate your access to the Service and your Content, if you fail to respond to such third party requests.
Zembula may use usage patterns, trends and other statistical data derived from your Content and use of the Service for purposes of providing, operating, maintaining, or improving the Service.

11. Feedback

If you send or transmit any communications or materials to Zembula by mail, electronic mail, telephone, or otherwise (“ Feedback ”), suggesting or recommending changes to our Site or Service, including without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback are, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by Zembula or its agents, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way Zembula uses such Feedback.
You hereby assign all right, title, and interest in, and Zembula is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Zembula is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

12. Exclusion of Warranties

YOUR USE OF THE SITE, PROFESSIONAL SERVICES AND SERVICE IS ENTIRELY AT YOUR OWN DISCRETION AND RISK. THE SITE AND SERVICE ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND . Zembula, ON BEHALF OF ITSELF, AND ON BEHALF OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND Zembula’S AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS, (COLLECTIVELY, THE “ GOOD PARTIES ”): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE SERVICE, OR DATA PROVIDED THROUGH THE SERVICE, WILL MEET YOUR REQUIREMENTS, OR THAT ITS OPERATION WILL BE TIMELY, UNINTERRUPTED, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICE IN TERMS OF ITS ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE.
THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND Zembula . NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Zembula or ANY PERSON ON BEHALF OF Zembula SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.
NOTHING IN THESE TERMS, THIS SECTION 12, OR SECTION 13 BELOW, SHALL EXCLUDE OR LIMIT Zembula’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

13. Limitation of Liability

SUBJECT TO SECTION 12.3 ABOVE, IN NO EVENT WILL Zembula OR Zembula PARTIES BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICE, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF Zembula OR Zembula PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Zembula AND Zembula PARTIES WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY RELATED TO THE SITE OR SERVICE. IF, NOTWITHSTANDING THE FOREGOING, Zembula OR ONE OF Zembula PARTIES IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, Zembula OR THE RELEVANT Zembula PARTY’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY SHALL IN NO EVENT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO Zembula DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO Zembula’S LIABILITY.

14. Indemnification

You hereby agree to indemnify, defend and hold harmless Zembula and Zembula Parties (each an “ Indemnified Party ”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of: (a) your use of the Service; (b) any breach or alleged breach by you of these Terms; (c) any Feedback or Content provided by you; (d) any breach or alleged breach by you of a third party’s rights, including, without limitation, any intellectual property, privacy or publicity rights; (e) any damage caused by or alleged to have been caused by you to the Site or Service; or (f) any actual or alleged violation or non-compliance by you with any applicable law, rule or regulation, including, without limitation, the CAN-SPAM Act.
Counsel you select for defense or settlement of a claim must be consented to by Zembula and/or the Indemnified Party(s) prior to counsel being engaged to represent you and Zembula and/or the Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defense or settlement of any claim. Zembula and/or the Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of Zembula or any Indemnified Party(s) without the prior written consent of Zembula and/or the Indemnified Party(s).

15. Changes to Service

Zembula is constantly striving to provide the best possible experience for its Service users. You acknowledge and agree that the form and nature of the Service which Zembula currently provides may change from time-to-time without prior notice to you, subject to the terms in Section 4.5. Changes to the form and nature of the Service will be effective with respect to all versions of the Service. Examples of changes to the form and nature of the Service include, without limitation, changes to fees and payment policies, security patches, additional functionality, reduced functionality, and other enhancements.

16. Subscription Term; Termination of Service

The term of each license to the Service that you purchase will be set forth on the applicable Order Form, and will continue for the period set forth on such Order Form, subject to any early termination or renewal as described in this Section 16 (collectively, the “ Subscription Term ”). Each service license will automatically renew either monthly or annually in most cases, depending upon the renewal term you choose during the signup process. Fees are applicable during the immediately preceding term unless either party notifies the other at least five (5) days prior to the commencement of the renewal term that it does not intend to renew the Subscription Term upon the same terms. You may stop using the Service at any time by closing your Account, or ceasing to use the Service. In such event, you will remain responsible for any fees for the then-remaining portion of the Subscription Term that you committed to pay pursuant to the applicable Order Form and will not be entitled to any refund of any fees that you have paid prior to you ceasing to use the Service.
Zembula reserves the right in its sole discretion to cease or suspend providing all or any part of the Service immediately without any notice to you, if: (a) you breach, or threaten or intend to breach, these Terms; (b) Zembula is required to do so under any applicable law, rule or regulation, including, without limitation, the CAN-SPAM Act; (c) the Service relies on data, services or another business relationship between Zembula and a third party service provider, and such relationship terminates or changes in such a way that affects Zembula’s ability to continue providing the Service; (d) continuing to provide the Service could create a substantial economic burden on Zembula as determined by Zembula in its sole discretion; or (e) continuing to provide the Service could create a security risk or material technical burden as determined by Zembula in its sole discretion.
If your use of the Service is terminated or suspended pursuant to Sections 16.1 or 16.2 above, except to the extent prohibited by any applicable law, rule or regulation, you will have access to, and the ability to export, your Content for a period of thirty (30) calendar days following such termination or suspension. Fees will continue to be assessed based on your actual use of the Service during such period. Without limiting the foregoing, the rights set forth in this Section 16.3 are subject to your payment of any outstanding fees due upon and after termination of your use of the Service.
Any of your obligations under these Terms which by their nature are intended to survive the termination of your use of the Service, shall continue to apply to you after you cease to use the Service.
Zembula may notify the relevant law enforcement authorities or other third parties, of any illegal or other prohibited conduct by you, including, without limitation, your violation of these Terms or unauthorized use of the Site or Service.

17. Governing Law and Venue

These Terms will be construed and enforced in all respects in accordance with the laws of the state of Oregon, without reference to its choice of law rules. Except as set forth below in Section 17.2, the federal and state courts seated in Multnomah County, Oregon shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that Zembula may seek to enforce any judgment in its favor in any court of competent jurisdiction.
Notwithstanding the foregoing, Zembula may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach of these Terms may result in immediate and irreparable damage to Zembula for which there is no adequate remedy at law.
The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Site or Service. Furthermore, these Terms (including without limitation, the Site and Service) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.

18. Third Party Web Sites

The Site and Service may provide links to other web sites that are not owned or operated by Zembula (“ Third Party Web Sites ”). Zembula provides these links to you as a convenience only, and Zembula does not verify, make any representations concerning, or take responsibility for, such Third Party Web Sites, or the products or services offered through such third party web sites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content of, or activities conducted on, such Third Party Web Sites. You should use your own independent judgment before accessing and using such Third Party Web Sites, or products or services offered through such third party web sites.
These Terms and the Privacy Policy do not apply to such Third-Party Web Sites, and you should review such Third Party Web Sites’ privacy policies, terms and conditions and business practices as they may be different to those of Zembula and it is your sole responsibility to comply with such terms. Your dealings and communications with any third party in connection with the Third Party Web Sites are solely between you and such third party.
Any reference on the Site, or through the Service, to any product, process, publication or service of any third party, by trade name, domain name, trademark, trade identity, service mark, logo, manufacturer or otherwise, does not constitute or imply Zembula’s endorsement or recommendation thereof, and your use of any Third Party Web Sites and third party product, process, publication, or service is entirely at your own risk.

19. Miscellaneous Legal Terms

These Terms and the Privacy Policy, together constitute the entire agreement between you and Zembula with respect to the Service (excluding any services which Zembula may provide to you under a separate written agreement), and completely supersedes, cancels and replaces any and all other written or oral agreements or understandings previously existing between you and Zembula with respect to the Service.
The failure of Zembula to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect.
Any notice or other communications by Zembula relating to the Service may be made by letter, e-mail or posting on the Site, and you hereby consent to receive notices and other communications in electronic form to the extent permitted by applicable law.
These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each Indemnified Party shall be a third party beneficiary hereunder and accordingly, shall be entitled to directly enforce and rely upon any provision of these Terms that confers a right or remedy in favor of it.
Zembula may assign or transfer its rights, or delegate any performance, under these Terms to a third party in its sole discretion. You may not assign or otherwise transfer your rights, or delegate your performance, under these Terms to any third party without in each and every case, Zembula’s express prior written consent.
Zembula will not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of the common enemy, earthquake, fire, flood or other acts of God, the elements, epidemics, labor conditions, power failures, and Internet disturbances.
Zembula may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal. In addition to any other legal, equitable or technical rights and remedies that it may have, Zembula may without limitation, immediately terminate or suspend your use of the Service and access to your Content, if Zembula believes in its sole discretion that you are violating these Terms, or that you intend to do so.
Zembula may add to, change or remove any part, term or condition of these Terms or Privacy Policy at any time without prior notice to you. It is your responsibility to check these Terms and Privacy Policy periodically for changes. By continuing to use the Service, you are indicating your acceptance of such changes. However, we will provide written notice to you of any significant changes to these Terms or Privacy Policy (including notices posted on the Site or sent to your registered e-mail address).
You agree that Zembula shall have the right, but not the obligation, to include your name and logo, if applicable, as a customer who uses the Service on the Zembula website and in other materials promoting the Service. Zembula will remove your name and logo from any such list within thirty (30) days after any termination of these Terms.
You may not access the Service if you are a direct competitor of Zembula’s, except with our prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

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