Please read this document carefully before proceeding. This Agreement licenses the software to you and contains warranty and liability disclaimers. By selecting the "Accept" button, you are confirming your acceptance of the software and agreeing to the terms of this Agreement. If you do not wish to do so, select the "Cancel" button and do not install the software.
1. DEFINITIONS
(a) "Zing Client" means the software program covered by this Agreement, and all related updates supplied by Zing.
(b) "Zing Product" means the Zing Software and any related documentation, models and multimedia content (such as animation, sound and graphics), and all related updates supplied by Zing.
2. GRANT OF LICENSE: This Agreement allows you to:
(a) Use the Zing Product on a single computer. The Software is licensed, not sold, to you for use only upon the terms of this Agreement, and Licensor reserves all rights not expressly granted to you. You own the media on which the Software is recorded. Licensor retains ownership of all copies of the Software itself.
(b) You may copy the Software only for backup purposes, provided that you reproduce all copyright and other proprietary notices that are on the original copy of the Software.
3. RESTRICTIONS
You may not decompile, reverse engineer, disassemble, or otherwise reduce the Zing Software to a human-perceivable form. You may not modify, rent, resell for profit, distribute or create derivative works based upon the Zing Product or any part thereof. You will not export or reexport, directly or indirectly, the Zing Product into any country prohibited by the United States Export Administration Act and the regulations thereunder.
User acknowledges that the Zing Client contains information, software, photos, video, graphics, music, sounds or other material (collectively, "Content") that are protected by copyrights, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed. All Content is copyrighted as a collective work under the U.S. Copyright laws, and Zing owns a copyright in the selection, coordination, arrangement and enhancement of such Content. Users may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the Content, in whole or in part. If no specific restrictions are displayed, users may make copies of portions of the Content, including copyrighted material, trademarks, or other proprietary materials, provided that the copies are made only for user's personal use and that users maintains any notices contained in the Content such as all copyright notices, trademark legends or other proprietary rights notices. Except as provided in the preceding sentence or as permitted by the fair use privilege under the U.S. copyright laws (see e.g. 17 U.S.C. Section 107), You may not upload, post, reproduce, or distribute Content protected by copyright, or other proprietary right, without obtaining permission of the copyright owner.
4. OWNERSHIP
The foregoing license gives you limited rights to use the Zing Product. You do not become the owner of, and Zing retains title to, the Zing Product, and all copies thereof. All rights not specifically granted in this Agreement, including Federal and International Copyrights, are reserved by Zing.
5. DISCLAIMER OF WARRANTIES AND OF TECHNICAL SUPPORT: YOU ACKNOWLEDGE AND AGREE THAT:
(A) THE SOFTWARE MAY NOT BE IN FINAL FORM OR FULLY FUNCTIONAL AND MAY CONTAIN ERRORS, DESIGN FLAWS OR OTHER PROBLEMS; (B) IT MAY NOT BE POSSIBLE TO MAKE THE SOFTWARE FULLY FUNCTIONAL; (C) USE OF THE SOFTWARE MAY RESULT IN UNEXPECTED RESULTS, LOSS OF DATA, PROJECT DELAYS OR OTHER UNPREDICTABLE DAMAGE OR LOSS TO YOU; AND (D) LICENSOR IS UNDER NO OBLIGATION TO RELEASE A FUTURE VERSION OF THE SOFTWARE AND LICENSOR HAS THE RIGHT TO UNILATERALLY ABANDON DEVELOPMENT OF THE SOFTWARE AT ANY TIME AND WITHOUT ANY OBLIGATION OR LIABILITY TO YOU. THE SOFTWARE IS PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND. LICENSOR EXPRESSLY DISCLAIMS ALL WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES OF NONINFRINGEMENT.
6. LIMITATIONS OF REMEDIES: IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
7. GOVERNMENT USER: With respect to any acquisition of the Software by or for any unit or agency of the U.S. Government, the Software shall be classified as "commercial computer software", as that term is defined in the applicable provisions of the Federal Acquisition Regulation (the "FAR") and supplements thereto, including the Department of Defense (DoD) FAR Supplement (the "DFARS"). The Software was developed entirely at private expense, and no part of the Software was first produced in the performance of a U.S. Government contract. If the Software is supplied for use by DoD, the Software is delivered subject to the terms of this Agreement and either (i) in accordance with DFARS 227.7202-1(a) and 227.7202-3(a), or (ii) with restricted rights in accordance with DFARS 252.227-7013(c)(1)(ii) (OCT 1988), as applicable. If the Software is supplied for use by a Federal agency other than DoD, the Software is restricted computer software delivered subject to the terms of this Agreement and (i) FAR 12.212(a); (ii) FAR 52.227-19; or (iii) FAR 52.227-14(ALT III), as applicable.
8. EXPORT LAW: You acknowledge and agree that the Software may be subject to restrictions and controls imposed by the United States Export Administration Act and the regulations thereunder (the "Act"). You agree and certify that neither the Software nor any direct product thereof is being or will be acquired, shipped, transferred or reexported, directly or indirectly, into any country prohibited by the Act or will be used for any purpose prohibited by the same.
9. GENERAL:
This Agreement shall be governed by the internal laws of the State of California. This Agreement contains the complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous agreements or understandings, whether oral or written. All questions concerning this Agreement shall be directed to: Zing Network, Inc., 550 15th Street., San Francisco, CA 94103, Attention: Chief Financial Officer.
Zing is registered trademark of Zing Network, Inc.
