TERMS OF SERVICE
PLEASE READ THE FOLLOWING TERMS OF SERVICE (THE "AGREEMENT") CAREFULLY; IT IS A BINDING LEGAL AGREEMENT. BY CLICKING ON THE "I AGREE" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO ACCESS THE SERVICES ON THE MOVEMARKER WEBSITE. ZENIT SOLUTIONS' GRANTING YOU PERMISSION TO USE THIS WEBSITE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, TO THE EXCLUSION OF ALL OTHER TERMS.
BETA VERSION SPECIAL NOTICE: THIS IS A PRE-RELEASE VERSION OF THE SITE INTENDED FOR TESTING, DEBUGGING, AND EVALUATION. AS SUCH, IT MAY CONTAIN SOFTWARE "BUGS" AND ERRORS, AND IS SUPPLIED "AS IS" WITH NO WARRANTIES OF ANY KIND. ZENIT SOLUTIONS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED (INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO BETA VERSIONS OF THE SITE AND SERVICES. USE OF, AND RELIANCE ON, THIS BETA VERSION IS AT YOUR OWN RISK AND YOU ACKNOWLEDGE AND AGREE TO THE LIMITATION OF LIABILITY SET FORTH IN SECTION 7. DURING THE TERM OF THIS AGREEMENT, IF REQUESTED BY ZENIT SOLUTIONS, YOU AGREE TO PROVIDE FEEDBACK TO ZENIT SOLUTIONS REGARDING TESTING AND USE OF THE BETA VERSION, INCLUDING ERROR OR BUG REPORTS.
This website, MoveMarker.com (the "Site"), owned and operated by Zenit Solutions, LLC ("Zenit Solutions"), is intended for persons and entities wishing to legally view and/or make use of the content offered through the Site. The Site is accessed by you ("Subscriber" or "you") under the following terms and conditions:
1. Access to the Services
Zenit Solutions is offering the MoveMarker™ service, and related services as available on the Site (the "Services"), solely for Subscriber's own use, and not for the use or benefit of any third party. Zenit Solutions may change, suspend or discontinue the Services at any time, including the availability of any feature, database, or content. Zenit Solutions may also impose limits on certain features and Services or restrict Subscriber's access to parts or all of the Services without notice or liability. Zenit Solutions reserves the right, at its discretion, to modify this Agreement at any time by posting a notice on the Site, or by sending Subscriber a notice via e-mail. Subscriber shall be responsible for reviewing and becoming familiar with any such modifications. Use of the Site and/or the Services by Subscriber following such notification constitutes Subscriber's acceptance of the terms and conditions of this Agreement as modified.
Zenit Solutions will use reasonable efforts to ensure that the Site and Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Site and/or Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by Zenit Solutions to minimize such disruption where it is within Zenit Solutions' reasonable control. YOU AGREE THAT ZENIT SOLUTIONS WILL NOT BE LIABLE IN ANY EVENT TO YOU OR ANY OTHER PARTY FOR ANY SUSPENSION, MODIFICATION, DISCONTINUANCE OR LACK OF AVAILABILITY OF THE SITE, THE SERVICES OR OTHER CONTENT. Zenit Solutions retains the right to create limits on use and storage with respect to the Site and/or the Services in its sole discretion at any time with or without notice.
Subscriber certifies to Zenit Solutions that if Subscriber is an individual (i.e., not an entity) Subscriber is at least 18 years of age. Subscriber also certifies that it is legally permitted to use the Services and access the Site, and takes full responsibility for the selection and use of the Services and access of the Site. This Agreement is void where prohibited by law, and the right to access the Site is revoked in such jurisdictions. Zenit Solutions makes no claim that the Site may be lawfully viewed or that content may be downloaded outside of the United States. Access to the Content may not be legal by certain persons or in certain countries. If you access the Site from outside the United States, you do so at your own risk and you are responsible for compliance with the laws of your jurisdiction. Subscriber shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to, access the Site or otherwise use the Services, including, without limitation, modems, hardware, software, and long distance or local telephone service. Subscriber shall be responsible for ensuring that such equipment or ancillary services are compatible with the Services.
2.Registration and Security
As a condition to using the Site and the Services, Subscriber will be required to register with Zenit Solutions and select a password. Subscriber shall provide Zenit Solutions with accurate, complete, and, as necessary, updated registration information, including Subscriber's e-mail address. Subscriber shall be responsible for maintaining the confidentiality of Subscriber's password and shall not share his or her password with any other person or entity; violation of this provision will be a material breach of this Agreement and may result in immediate cancellation of the Subscriber's account. Subscriber is solely responsible for any and all use of or action taken under Subscriber's password and accepts full responsibility for all activity conducted through Subscriber's account and agrees to and hereby releases Zenit Solutions from any and all liability concerning such activity. Subscriber agrees to notify Zenit Solutions immediately of any actual or suspected loss, theft, or unauthorized use of Subscriber's account or password. Failure to do so shall constitute a material breach of this Agreement, which may result in immediate termination of Subscriber's account. Notwithstanding the foregoing, Zenit Solutions reserves the right to refuse registration of, or cancel a Subscriber account, at any time in its sole and absolute discretion.
3. Site Content
The Site and its contents are intended solely for the use of Zenit Solutions Subscribers and may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Site, including, but not limited to text, data, information, graphics, logos, tools, photographs, images, illustrations, audio, video and animations ("Content") are the property of Zenit Solutions and/or third parties and are protected by United States and international copyright laws. All trademarks, service marks, and trade names are proprietary to Zenit Solutions and/or third parties. Subscriber shall abide by all copyright notices, information, and restrictions contained in any Content accessed through the Services.
The Site is protected by copyright pursuant to U.S. copyright laws, international conventions, and other copyright laws. Except as explicitly permitted in the next paragraph of this Agreement, Subscriber may not copy, modify, publish, transmit, upload, participate in the transfer or sale of, reproduce, create derivative works based on, distribute, perform, display, or in any way exploit, any of the Content, software, materials, or Services in whole or in part.
Subscriber may download or copy the Content displayed on the Site for download, for his or her individual use only and not for any other person or entity, and provided that Subscriber maintains all copyright and other notices contained in such Content. Subscriber may not make multiple copies of the Content or otherwise distribute or transmit such Content to any other person or entity.
Subscriber acknowledges and agrees that if Subscriber uses any of the Services to contribute Content ("Subscriber Content") to the Site, Zenit Solutions will have a non-exclusive, worldwide, royalty-free, transferable right, under all of Subscriber's intellectual property rights, to copy, cache, publish, display, perform, distribute, translate and store such Subscriber Content and to allow others to do so. Subscriber warrants, represents and agrees Subscriber has the right to grant Zenit Solutions and the Site the rights set forth above. Subscriber represents, warrants and agrees that it will not contribute any Subscriber Content that (a) infringes, violates or otherwise interferes with any copyright or trademark of another party, (b) reveals any trade secret, unless Subscriber owns the trade secret or has the owner's permission to post it, (c) infringes any intellectual property right of another or on the privacy or publicity rights of another, (d) is libelous, defamatory, obscene, pornographic, abusive, indecent, threatening, harassing, hateful, offensive or otherwise violates any law or right of any third party, (e) contains a virus, Trojan horse, worm, time bomb or other computer programming routine or engine that is intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information, or (f) remains posted after Subscriber has been notified that such Subscriber Content violates any of sections (a) to (e) of this sentence. Zenit Solutions reserves the right to remove any Subscriber Content from the Site, suspend or terminate Subscriber's right to use the Services at any time, or pursue any other remedy or relief available to Zenit Solutions and/or the Site under equity or law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Subscriber Content or if Zenit Solutions is concerned that Subscriber may have breached the immediately preceding sentence), or for no reason at all.
Subscriber is responsible for all of its activity in connection with the Services and accessing the Site. Any fraudulent, abusive or unauthorized activity may be grounds for termination of Subscriber's right to Services or to access the Site and may be grounds for potential liability against Subscriber. Subscriber may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any Zenit Solutions user.
Use of the Site or Services to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including any that are deemed threatening or obscene, or engage in any kind of illegal activity is expressly prohibited.
5. Warranty Disclaimer
Subscriber acknowledges that Zenit Solutions has no control over, and no duty to take any action regarding: which Content Subscriber accesses via the Site; what effects the Content may have on Subscriber; how Subscriber may interpret or use the Content; or what actions Subscriber may take as a result of having been exposed to the Content. Subscriber releases Zenit Solutions from any and all liability for Subscriber having acquired, used, relied on, acted upon (or not acquired) Content obtained or obtainable through the Site. Zenit Solutions makes no representations concerning any content contained in or accessed through the Site, and Zenit Solutions will not be responsible or liable for the accuracy, completeness, copyright compliance or legality of material or Content contained in or accessed through the Site.
THE SERVICES, CONTENT AND SITE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ZENIT SOLUTIONS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE SITE OR THE SERVICES, INCLUDING ANY REPRESENTATION OR WARRANTY THAT THE USE OF THE SITE OR SERVICES WILL (A) BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) BE FREE FROM ERRORS OR THAT DEFECTS WILL BE CORRECTED, (D) BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
TO THE FULLEST EXTENT ALLOWED BY LAW, ZENIT SOLUTIONS DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, RELIABILITY, AVAILABILITY, COMPLETENESS, LEGALITY OR OPERABILITY OF THE CONTENT, MATERIAL AND/OR SERVICES PROVIDED ON THIS SITE. BY USING THIS SITE, YOU ACKNOWLEDGE THAT ZENIT SOLUTIONS IS NOT RESPONSIBLE OR LIABLE FOR ANY HARM RESULTING FROM (1) USE OF THE SITE; (2) THE TEMPORARY OR PERMANENT INABILITY TO ACCESS OR RETRIEVE ANY CONTENT FROM THE SITE AND (3) DOWNLOADING INFORMATION CONTAINED ON THE SITE; INCLUDING, WITHOUT LIMITATION, HARM CAUSED BY VIRUSES, WORMS, TROJAN HORSES, OR ANY SIMILAR CONTAMINATION OR DESTRUCTIVE PROGRAM.
THE LIMITATIONS SPECIFIED IN THIS SECTION 5 WILL SURVIVE TERMINATION OF THIS AGREEMENT. SOME STATES DO NOT ALLOW LIMITATIONS RELATING TO IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO SUBSCRIBER.
Subscriber will indemnify and hold Zenit Solutions, its directors, officers, employees, members and agents, harmless from any and all liability, loss, action, cause of action, claim, demand, costs and expenses, including attorneys' fees, arising out of Subscriber's (or any third party using Subscriber's account) access to or use of the Site or the Services, violation of this Agreement, or infringement of any intellectual property or other right of any person or entity in connection therewith. The terms specified in this section 6 will survive termination of this Agreement.
7. Limitation of Liability
IN NO EVENT SHALL ZENIT SOLUTIONS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR MEMBERS BE LIABLE WITH RESPECT TO THE SITE OR THE SERVICES, OR USE THEREOF, FOR (A) ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER; (B) DAMAGES FOR LOSS OF USE, PROFITS, DATA, IMAGES, OR OTHER INTANGIBLES; (C) DAMAGES FOR UNAUTHORIZED USE, NON-PERFORMANCE OF THE SITE, ERRORS OR OMISSIONS; OR (D) DAMAGES RELATED TO DOWNLOADING CONTENT, WHETHER SOUNDING IN CONTRACT, TORT, WARRANTY OR OTHERWISE. ZENIT SOLUTIONS' COLLECTIVE LIABILITY UNDER THIS AGREEMENT SHALL BE LIMITED TO FIFTY DOLLARS ($50). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO SUBSCRIBER. THE LIMITATIONS SPECIFIED IN THIS SECTION 7 WILL SURVIVE TERMINATION OF THIS AGREEMENT AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Either party may terminate the Services at any time by notifying the other party by any means. Zenit Solutions may also terminate or suspend any and all Services and access to the Site immediately, without prior notice or liability, if Subscriber breaches any of the terms or conditions of this Agreement. Upon termination of Subscriber's account, Subscriber's right to use the Services and access the Site and any Content will immediately cease. All provisions of this Agreement that by their express terms or by implication survive termination of this Agreement shall so survive, including, without limitation, Warranty Disclaimer, Indemnity and Limitation of Liability. Termination of your access to and use of the Site and the Services shall not relieve Subscriber of any obligations arising or accruing prior to such termination or limit any liability which Subscriber otherwise may have to Zenit Solutions, including without limitation any indemnity obligations contained herein.
Any dispute relating in any way to Subscriber's use of the Site and/or the Services shall be adjudicated in any state or federal court in Allegheny County, Pennsylvania, and you consent to the exclusive jurisdiction of and venue in such courts. You also acknowledge and agree that the venue provided for herein is the most convenient forum for both you and Zenit Solutions and waive any objection to jurisdiction and/or venue and any objection based on a more convenient forum in any action between you and Zenit Solutions.