Zapeze 1.0

Zapeze Subscriber Agreement

ACCEPTANCE OF TERMS AND CONDITIONS

Please read this Subscriber Agreement carefully before accessing or

using a Zapeze software or service we offer. The terms and conditions

regarding your application for and use of the Zapeze account, website

and software are contained within this Subscriber Agreement. By

accessing a Zapeze account or using the Zapeze software or service,

Zapeze Subscriber Agreement

ACCEPTANCE OF TERMS AND CONDITIONS

Please read this Subscriber Agreement carefully before accessing or

using a Zapeze software or service we offer. The terms and conditions

regarding your application for and use of the Zapeze account, website

and software are contained within this Subscriber Agreement. By

accessing a Zapeze account or using the Zapeze software or service,

whether a trial account or a paid account, you, the Subscriber, agree to

be bound by the terms and conditions of this agreement. Hagel

Technologies and its affiliates, licensors and suppliers provide

information and services to you, the user, conditioned on your

acceptance without modification of the terms, conditions and notices

contained in this Subscriber Agreement.

LICENSE GRANT

Subject to the terms of this Agreement, Hagel Technologies grants

to you, a non-exclusive, revocable, nontransferable license to use the

Service, and a non-exclusive, nontransferable license to use the

Software in connection with the Service, for a 30-day trial period

without charge and thereafter on a prepaid basis for so long as you

maintain an authorized and fully-paid account.

You may not (a) sublicense, rent, lease, loan or otherwise transfer

the Software or the Service (or any part thereof), including without

limitation user IDs or passwords; (b) modify, adapt, reverse engineer or

decompile the Software, or otherwise attempt to derive source code from

the Software; (c) create any derivative works in respect of the Software

or the Service; or (d) otherwise use the Software or the Service except

as expressly provided in this Agreement. Title to the Software, and all

rights with respect to the Software and Service not specifically granted

under this Agreement, including without limitation all rights of

reproduction, modification, distribution, display, disassembly and

decompilation and all copyright, patent, trademark, trade secret and

other proprietary rights and interests are reserved to Hagel

Technologies

SERVICE FEE

Our fees and billing procedures are published in the registration

section of the Web Site, which are incorporated herein by this

reference. All fees are stated in U.S. Dollars. YOUR MEMBERSHIP FEES ARE

PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART FOR ANY

REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR

UNAVAILABILITY OF SERVICE. We may automatically charge your credit card

on a recurring basis for applicable account fees, plus any applicable

taxes we are required to collect, and you authorize us to do so. All

recurring account fees are payable in advance. YOU ARE FULLY LIABLE FOR

ALL CHARGES TO YOUR ACCOUNT. The first thirty (30) days after the

opening of your account is a free trial period. You will not be charged

any account fees if you cancel your account within the thirty (30) day

trial period. Any person who has been a member is not eligible for any

subsequent free trial period. By paying by credit card, you represent to

Hagel Technologies that you are the authorized user of the credit card

used to pay the Account fee. You agree to promptly notify Hagel

Technologies of any changes to your credit card account number, its

expiration date and/or your billing address, and you agree to promptly

notify Hagel Technologies if your credit card expires or is canceled

for any reason.

Hagel Technologies reserves the right to alter the fees payable for

the Service. Any alteration to the fees will be posted on the Web Site

at least 30 days prior to such increase taking effect. If you do not

agree to any such increase, you should terminate your Account prior to

the date on which the alteration takes effect, otherwise the revised

amount will automatically be debited from your Account.

CANCELLATION / TERMINATION

Voluntary

You may cancel at any time by contacting cancel@zapeze.com. Hagel

Technologies is not responsible for cancellation emails sent to the

wrong email address. Your account will be terminated upon Hagel

Technologies receiving your cancellation notice. If you are part way

through a yearly billing cycle, the remaining days in that cycle are

forfeited.

Involuntary

If you fail to pay your obligations due under this Subscriber

Agreement, or if you breach any portion of this Subscriber Agreement,

Hagel Technologies may immediately terminate this Subscriber Agreement.

Hagel Technologies is not liable for any damages that may result from

termination carried out in accordance with this Subscriber

Agreement.

If this license is terminated for any reason, you must uninstall

Zapeze software and destroy all Zapeze software copies in your

possession.

YOUR REGISTRATION OBLIGATIONS

In consideration of your use of Zapeze services, you agree to provide

full and accurate information about yourself as requested in our

registration form and to update that information in a timely manner as

such information changes. If we ever find, or if we have reason to

believe that any information is untrue, inaccurate or incomplete, we

have the right to suspend or terminate your account and refuse any and

all future use of the services.

SUBSCRIBER RESPONSIBILITIES

You are fully responsible for the contents of your transmissions

through Zapeze service. Your use of Zapeze service is subject to all

applicable local, state, national, and international laws and

regulations. You agree not to use the services for illegal purposes. You

shall not interfere with another Subscriber’s use and enjoyment of the

Zapeze services. You must (a) obtain and pay for all equipment and

third-party services (e.g., Internet access and email service) required

for you to access and use Zapeze services; (b) maintain any security of

your subscriber identification, and other confidential information

relating to your Zapeze account and; (c) be responsible for all charges

resulting from the use of your Zapeze account.

PASSWORD

In connection with your establishment of an account through Zapeze,

you will be required to select a password. You are responsible for

maintaining the confidentiality of your password and user id, and are

fully responsible for all activities that occur under your user ID. You

agree to immediately notify us of any unauthorized use of your account

or any other breach of security. Neither Hagel Technologies or its

affiliates, nor their employees or agents will be liable for any loss or

damage arising from your failure to comply with this section.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the services, you warrant to Hagel

Technologies and its affiliates that you will not use the services for

any purpose that is unlawful or is prohibited by these terms,

conditions, and notices. You agree to comply with all local rules

applicable to you in your use of the services. You agree not to

reproduce, resell or exploit for any commercial purposes, any portion of

the services. If you violate any of these terms, your permission to use

the services automatically terminates.

NON-ASSIGNMENT

Except as otherwise set forth herein, your rights under this

Agreement are not assignable or transferable. Any attempt by your

creditors to obtain an interest in your rights under this Subscriber

Agreement, whether by attachment, levy, garnishment or otherwise,

renders this Subscriber Agreement voidable at Hagel Technologies'

option.

PRIVACY STATEMENT

Hagel Technologies has built its electronic service with your privacy

and security in mind. To ensure your privacy, Hagel Technologies

periodically publishes a Privacy Statement that is incorporated by

reference into this Subscription Agreement. You can view the Privacy

Statement at http://www.zapeze.com/sales/privacy. Please check this

page periodically for changes in our privacy policy. By agreeing to the

terms of this Subscription Agreement you acknowledge that you have read,

understand and agree to the provisions of the Privacy Statement.

MODIFICATIONS TO SUBSCRIBER AGREEMENT

Except as otherwise provided in this Subscriber Agreement, you agree,

during the term of this Subscriber Agreement, that Hagel Technologies

may: (1) revise the terms and conditions of this Subscriber Agreement;

and/or (2) change part of the services provided under this Subscriber

Agreement at any time. Any such revision or change will be binding and

effective immediately upon posting of the revised Subscriber Agreement

or change to the service(s) on Zapeze Web site, or upon notification to

you by e-mail. You agree to periodically review Zapeze’s Web site,

including the current version of this Subscriber Agreement available on

Zapeze’s Web site, to be aware of any such revisions. If you do not

agree with any revision to the Subscriber Agreement, you may terminate

this Subscriber Agreement at any time by providing notice to Hagel

Technologies. Notice of your termination will be effective on receipt

and processing by Hagel Technologies. Any fees paid by you if you

terminate this Subscriber Agreement are non-refundable. By continuing to

use Zapeze services after any revision to this Subscriber Agreement or

change in service(s), you agree to abide by and be bound by any such

revisions or changes. Hagel Technologies is not bound by nor should you

rely on any representation by (i) any agent, representative or employee

of any third party that you may use to apply for Zapeze service; or in

(ii) information posted on Zapeze Web Site of a general informational

nature. No employee, contractor, agent or representative of Hagel

Technologies is authorized to alter or amend the terms and conditions of

this Subscriber Agreement.

MODIFICATIONS TO SERVICES

Hagel Technologies reserves the right to discontinue or modify any

service with or without notice. Hagel Technologies shall not be liable

to you or any third party should Hagel Technologies exercise its right

to discontinue or modify the service in any way.

NO RESALE OF THE SERVICES

You agree not to resell the use of the Zapeze service without an

authorized Zapeze Reseller Agreement.

FORCE MAJEURE

You agree not to hold Hagel Technologies responsible for, any

cessation, interruption or delay in the performance of its obligations

hereunder due to earthquake, flood, fire, storm, natural disaster, act

of God, war, armed conflict, terrorist action, labor strike, lockout,

boycott.

INDEMNITY

You agree to release, indemnify, defend and hold harmless Hagel

Technologies and any of its contractors, agents, employees, officers,

directors, shareholders, parents, affiliates and assigns from all

liabilities, claims, damages, costs and expenses, including reasonable

attorney's fees and expenses, of third parties relating to or arising

out of (a) this Subscriber Agreement or the breach of your warranties,

representations and obligations under this Subscriber Agreement, (b)

falsehoods or misrepresentations of fact by you on the Account

Application, (c) any intellectual property or other proprietary right of

any person or entity, (d) failure to disclose a material fact on the

Account Application if the misrepresentation or omission was made

negligently or with intent to deceive any party, (e) failure to take the

precautions necessary to prevent the compromise, loss, disclosure,

modification or unauthorized use of your password and account name.

When Hagel Technologies is threatened with suit or sued by a third party,

Hagel Technologies may seek written assurances from you concerning your

promise to indemnify Hagel Technologies, your failure to provide those

assurances may be considered by Hagel Technologies to be a material

breach of this Subscriber Agreement. Hagel Technologies shall have the

right to participate in any defense by you of a third-party claim

related to your use of any Hagel Technologies services, with counsel of

our choice at your own expense. You shall have sole responsibility to

defend Hagel Technologies against any claim, but you must receive Hagel

Technologies' prior written consent regarding any related settlement.

The terms of this paragraph will survive any termination or cancellation

of this Subscriber Agreement.

SEVERABILITY

You agree that the terms of this Subscriber Agreement are severable.

If any term or provision is declared invalid or unenforceable, in whole

or in part, that term or provision will not affect the remainder of this

Subscriber Agreement; this Subscriber Agreement will be deemed amended

to the extent necessary to make this Subscriber Agreement enforceable,

valid and, to the maximum extent possible consistent with applicable

law, consistent with the original intentions of the parties; and the

remaining terms and provisions will remain in full force and effect.

SURVIVAL

This Subscriber Agreement shall be applicable for as long as your

Zapeze account remains active and you have not breached any provision of

this Subscriber Agreement.

GOVERNING LAW

This agreement will be governed by and construed according to the law

of the British Columbia, Canada. The parties irrevocably submit to the

exclusive jurisdiction of the Courts of British Columbia, Canada. This

agreement is deemed to have been made in British Columbia, Canada.

DISCLAIMER OF WARRANTY

ZAPEZE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND WITHOUT

WARRANTIES AS TO PERFORMANCE OF MERCHANTABILITY, FITNESS FOR A

PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES EXPRESSED OR IMPLIED. SOME

JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR

LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION

OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE

LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU

SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM

JURISDICTION TO JURISDICTION.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL HAGEL TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE TO

YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF

ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF, OR

INABILITY TO USE, ZAPEZE, EVEN IF HAGEL TECHNOLOGIES HAVE BEEN ADVISED

OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HAGEL TECHNOLOGIES'

LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY

OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.

HIGH RISK ACTIVITIES

ZAPEZE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE

IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING

WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT

NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS

SYSTEMS, DIRECT LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH

THE FAILURE OF ZAPEZE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR

SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, "HIGH RISK

ACTIVITIES"). HAGEL TECHNOLOGIES EXPRESSLY DISCLAIM ANY EXPRESS OR

IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

NON-ASSIGNMENT

Except as otherwise set forth herein, your rights under this

Agreement are not assignable or transferable. Any attempt by your

creditors to obtain an interest in your rights under this Subscriber

Agreement, whether by attachment, levy, garnishment or otherwise,

renders this Subscriber Agreement voidable at Hagel Technologies'

option.

ENTIRE AGREEMENT

This is the entire agreement between you, Hagel Technologies, which

supersedes any prior agreement or understanding, whether written or

oral, relating to the subject matter of this license.