THIS AGREEMENT is between VantageSportz, LLC, owner of Zebraweb services and users of Zebraweb.
IMPORTANT NOTICE TO SUBSCRIBER...PLEASE READ CAREFULLY: The terms "we", "us", and "our" refer to VantageSportz, LLC and its affiliated companies ("Vantage"). "You" and "your" refer to the individual and/or entity that has ordered Vantage product or technical services from Vantage or an authorized partner/representative. "Product services" refers to any web-based service application accessed by you via the internet. "Technical services" refers to support, consulting, or other services including customizations you have ordered (if any apply).
The Vantage Terms of Service ("subscription") is a legal agreement between you (either an individual or a single entity) as Subscriber and Vantage for use of the Zebraweb service incorporating Vantage's proprietary underlying technology accessed solely as a service over the Internet and any related documentation (collectively, "Zebraweb"). By using Zebraweb, you agree to be bound by the terms of this Agreement and subscription. If you do not agree to the terms of this Agreement, you may not use Zebraweb.
WHAT THIS SUBSCRIPTION AGREEMENT COVERS
Your order is not effective until accepted by us. Upon acceptance we grant you limited authority to access and use of Zebraweb on a subscription basis, i.e. only valid paid-up subscribers have authority to access and use Zebraweb. This subscription will terminate at the end of the paid-up subscription period. The subscription may be subsequently renewed at the then current renewal price. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols, and agreements, including copyright laws (collectively "Intellectual Property law") protect Zebraweb. Zebraweb is accessed via the internet on a subscription basis, it is not sold. As a subscriber, you acknowledge, assent to, and agree to abide by all Intellectual Property law pertaining to and protecting Zebraweb. You must hold a valid subscription, which we assign to you, to use Zebraweb.
Your Warranties and Representations to ZebraWeb. You warrant, represent, and covenant to ZebraWeb that (a) you are at least eighteen (18) years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Service, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (f) you content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.
The Parties recognize that ZebraWeb is providing services not only to Subscriber, but to third parties to whom Subscriber shall give access permission through contracted use of ZebraWeb’s services. Subscriber recognizes that ZebraWeb has no obligation, nor ability, to review the third-party user access granted by Client. Therefore, Client hereby agrees to the contents of this Agreement on behalf of all third-party users who rightfully access ZebraWeb’s services through permission granted to it by Subscriber.
The ZebraWeb website and systems may contain bulletin board services, chat areas, news groups, forums, personal web pages, video exchange areas or other message or communication facilities designed to allow Client to communicate with the public at large or with a group (“Communication Services”). Client agrees to use the Communication Services only to post, send or receive messages and material that are proper and related to the Communication Service. By way of example, and not as a limitation, Client agrees, that they will not i) upload files that contain software or other material protected by intellectual property laws unless Client owns or controls the rights thereto or have received all necessary consents for, ii) upload filed that contain viruses, corrupted files or any other similar software programs that may damage the operation of another’s computer, and that violate any applicable laws or regulations. Client agrees only for the limited purpose of “Default” herein, to be responsible for the actions of all third parties in their use of the Communications Services during the Service Term.
ZebraWeb has no obligation to monitor the Communication Services. However, ZebraWeb reserves the right to review materials posted to a Communication Service, and to remove any materials in its sole discretion. ZebraWeb reserves the right for repeated or significant violations to terminate the access of an individual user, or of Client, at any time. ZebraWeb reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies or guidelines or is otherwise objectionable or potentially infringing on any third party’s rights or potentially in violation of any laws.
To comply with applicable laws and lawful governmental requests, to protect ZebraWeb’s systems and customers, or to ensure the integrity and operation of ZebraWeb’s business and systems, ZebraWeb may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on ZebraWeb’s servers and systems
OWNERSHIP AND PROPERTY RIGHTS
License Grant to ZebraWeb. You hereby grant to ZebraWeb a non-exclusive, worldwide, and royalty-free license for the Initial Term and any Renewal Term to use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to ZebraWeb a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.
ZebraWeb Materials and Intellectual Property. All materials, including but not limited to any computer software, data or information developed or provided by ZebraWeb or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by ZebraWeb to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets and other proprietary rights are and will remain the sole and exclusive property of Vantage/ZebraWeb or its suppliers, including but not limited to any software programs, inventions, products and /or technology innovations and methodologies utilized, developed, or disclosed by ZebraWeb during the term of this Agreement. Unauthorized copying, reverse engineering, decompiling, and creating derivative works based on the any such software is expressly forbidden except as permitted in this Agreement. You may be held legally responsible for violation of any patent rights, copyright or trade secret rights that is caused or encouraged by failure to abide by the terms of this Agreement.
Trademarks. You hereby grant to ZebraWeb a limited right to use your trademarks, if any, for the limited purpose of permitting ZebraWeb to fulfill its duties under this Agreement. This is not a trademark license and no other rights relating to the trademarks are granted by this Agreement. Specifically, but without limitation, the rights granted by this Agreement do not include the right to sublicense use of your trademarks or to use your trademarks with any other products or services outside the scope of the Services provided under this Agreement. The limited trademark use rights granted under this section terminate upon termination of this Agreement.
Upon your acceptance as an end-user/subscriber, Vantage grants to you a non-exclusive, nontransferable, limited authority to access and use Services on a subscription basis by use of a special username and password ("entry key") to be issued by Vantage and that shall be used only for purposes consistent with this Agreement and the pedagogic nature and objectives for which Services were developed and procured. The entry key is Vantage confidential information as defined within this Agreement and should not be used for any purpose inconsistent with the terms and conditions of this Agreement or the technology itself.
You may not share or otherwise divulge the entry key assigned to you to any other person. Doing so will invalidate your subscription and may subject you to civil penalties. This subscription will terminate at the end of the product term shown on the product order schedule, subscription agreement or contract between you or the entity with which you are associated or employed and Vantage. The subscription may be subsequently renewed at the then current renewal price. Domestic and Foreign Intellectual Property statutes, treaties, conventions, protocols and agreements, including copyright laws (collectively "Intellectual Property law") protect the Services and all underlying technologies and connected intellectual property. As a subscriber, you acknowledge, assent to and agree to abide by all Intellectual Property law pertaining to and protecting Services and technology. In all cases, you must hold a valid subscription and a specifically assigned entry key in order to access and use Services. Only valid and paid-up subscribers have authority to access and use Services exclusively for personal use.
A subscriber may use Services only for the period for which subscription has been authorized by Vantage. Any attempt to use an entry key, transfer use of Services or actual use of Services by anyone other than the valid subscriber shall constitute a breach of this End-User Service Agreement and subscription and shall result in immediate termination of the subscription as described below under the heading 'Termination'.Subscriber shall not cause any part of the Application in any way to be decompiled, disassembled or reverse engineered, reverse compiled or re-implemented nor shall any attempt to do so be undertaken or permitted. Subscriber agrees not to modify nor create a derivative of any part of the Application, nor remove, edit, copy, or modify any product identification, copyright or other notices. Subscriber agrees not to modify nor create a derivative of any part of Zebraweb or remove any product identification, copyright or other notices.
VANTAGE WARRANTS TO SUBSCRIBER THAT PRODUCT SERVICES WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH CURRENT FUNCTIONAL DOCUMENTATION. VANTAGE PROVIDES NO WARRANTY THAT THE USE OF PRODUCT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. VANTAGE'S TOTAL LIABILITY WITH RESPECT TO THIS WARRANTY AND SUBSCRIBER'S SOLE REMEDY FOR BREACH OF THIS WARRANTY SHALL BE LIMITED TO REUSE OF PRODUCT SERVICES AT NO ADDITIONAL CHARGE TO SUBSCRIBER. NO OTHER WARRANTIES, EXPRESS OR IMPLIED, SHALL APPLY, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY. IN NO EVENT, HOWEVER, SHALL VANTAGE BE LIABLE FOR SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PRODUCT.
THE ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY VANTAGE. VANTAGE MAKES AND SUBSCRIBER RECEIVES NO OTHER WARRANTY EXPRESS OR IMPLIED. THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF TITLE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS OTHERWISE SET FORTH ABOVE, THE STATED EXPRESS WARRANTY IS IN LIEU OF ALL LIABILITIES OR OBLIGATIONS OF VANTAGE TECHNOLOGIES FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE DELIVERY, USE OR PERFORMANCE OF ANY PRODUCT SERVICES OR INTELLECTUAL PROPERTY PROVIDED TO SUBSCRIBER BY VANTAGE.
UNDER NO CIRCUMSTANCES SHALL VANTAGE'S LIABILITY TO THE SUBSCRIBER HEREUNDER INCLUDE, NOR SHALL VANTAGE BE LIABLE FOR, ANY CLAIM OR DEMAND AGAINST VANTAGE BY A THIRD PARTY, EXCEPT AS SPECIFIED IN ABOVE, OR FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR PRODUCTS OR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, TORT OR COVER DAMAGES HOWEVER CAUSED, INCLUDING, WITHOUT LIMITATION, DAMAGES RESULTING FROM NEGLIGENCE OR FROM DELAY OF DELIVERY OR FROM LOSS OF DATA, BUSINESS OR GOODWILL, WHETHER OR NOT SUBSCRIBER HAS BEEN ADVISED OR IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement and the subscription granted hereunder may not be assigned, licensed, transferred or otherwise alienated by subscriber to any other party.
Without prejudice to any other rights, we may terminate this subscription if the subscriber breaches or fails to comply with any term or condition of this subscription agreement. In such event, Subscriber shall immediately cease and desist from further use of any materials or documentation connected with Product Services and destroy all copies of the same.
Use of Product Services is subject to current and seasonable payment of applicable participation and/or special fees, if any, by Subscriber. Failure to comply with payment terms in consideration of continued and valid subscription use shall be grounds for suspension, revocation or termination of subscriber's access to Product Services.
VANTAGE PROPRIETARY RIGHTS
The parties agree that any and all rights in and to existing Vantage Intellectual Property including but not limited to Product Services and underlying technology, including without limitation the rights to patents, copyrights, trademarks, trade names and any other intellectual or proprietary rights, are and shall remain be the sole property of Vantage. Vantage will retain ownership and all rights to underlying technology created and/or distributed by Vantage under this Agreement. Subscriber agrees to secure and protect Product Services in a manner consistent with the maintenance of Vantage's rights and Subscriber's obligations herein.
This Agreement shall be construed under the laws of the Commonwealth of Pennsylvania. If any provision of this Agreement is deemed invalid or unenforceable, the other provisions of this Agreement shall continue in full force and effect.
MODIFICATIONS TO PRODUCT SERVICES
Vantage may at any time make modifications, changes, revisions, maintenance updates, enhancements, and alterations to the Application, including this End-User Agreement. Such modifications will be indicated on the home page. Subscribers are responsible for regularly reviewing this agreement. Your continued use of the Application following any modifications, changes, revisions, maintenance updates, enhancements, and alterations shall constitute your acceptance of each modification, change or alteration.
Notices. All notices, reports, requests, or other communications given pursuant to this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered. VantageSportz, LLC is located at 6805 Route 202, New Hope, PA 18938. Zebraweb support can be reached at firstname.lastname@example.org .
This Agreement constitutes the entire understanding between Vantage and the Subscriber with respect to the subject matter hereof and supersedes any prior agreements, understandings, negotiations or offers between them. Any modification or amendment of the terms of this Agreement shall not be binding upon either party unless such amendment or modification is in a written form signed by an authorized representative of each party.
ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED BY VANTAGE.