BY PLACING AN ORDER USING THE SERVICES PROVIDED ON THE WEBSITE LOCATED AT THE URL: WWW.ZEMENTIS.COM or the Amazon AWS Marketplace or the Microsoft Azure Marketplace, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF ZEMENTIS ONLINE SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE “SERVICE”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE.
As part of the Service, Zementis will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the Zementis website incorporated by reference herein, including but not limited to Zementis’ privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
The Service is offered in the following cloud-based and off-line components:
– ADAPA on the Cloud
– ADAPA on Site
– Universal PMML Plug-in
– Py2PMML Python to PMML Export Packages
– Zementis Commercial R to PMML Export Packages
For enterprise installations of the Service, please refer to your enterprise software license agreement which contains additional details about your license.
Certain third party components provided in or with the Service (“Third Party Components”) are subject to various “open source” or “free software” licenses. You may view the list of relevant licenses and/or notices for the Third Party Components on the Zementis website or in the Service documentation, as such list may be supplemented from time to time for any updates or upgrades to the Service. Your use of the Third Party Components is subject to and governed by the Third Party Component license that accompanies the Third Party Component and is not subject to the terms and conditions of this Agreement, except that Section 13 (Disclaimer of Warranties) and Section 15 (Limitation of Liability) of this Agreement also govern your use of the Third Party Components. Nothing in this document limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable license for the Third Party Component. You agree to comply with the terms and conditions contained in all such Third Party Component licenses.
1. Privacy & Disclosure
2. License Grant & Restrictions
Zementis hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Zementis and its licensors.
You may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) submit or store false, harmful, obscene, threatening, libelous, disparaging, unlawful tortious or otherwise objectionable material (as determined by Zementis in its sole discretion), including, without limitation, material harmful to children or violative of third party privacy rights; (ii) submit or store material containing software viruses, worms, Trojan horses or other harmful, disruptive or destructive computer code, files, scripts, agents or programs that interferes with any third party’s uninterrupted use and enjoyment of the Service; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; (v) impersonate or represent Zementis, our staff or other industry professionals; (vi) solicit a user’s password or other account information; (vii) harvest user names, addresses, or email addresses; or (viii) submit or store any copyrighted or trademarked materials without the express permission from the owner.
This list of prohibitions provides examples and is not complete or exclusive. Zementis reserves the right to (a) terminate your access to your account, your ability to submit to this Site (or the Service) and (b) refuse, delete or remove, move or edit the data, in whole or in part, with or without cause and with or without notice, for any reason or no reason, or for any action that Zementis determines is inappropriate or disruptive to this Site and/or Service or to any other user of this Site and/or Service. Zementis may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at Zementis’ discretion, Zementis will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Zementis immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Zementis immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Zementis user or provide false identity information to gain access to or use the Service.
4. Account Information and Data
Zementis does not own any data, information or material that you submit to the Service in the course of using the Service (“Customer Data”). Customer Data does not include Feedback (as defined below). You, not Zementis, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Zementis shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), it is your sole responsibility to retain a file of the Customer Data at the time of termination. Zementis reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Zementis shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
Zementis alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Zementis Technology, the Content and the Service (all as defined below in Section 22). This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Zementis Technology or the Intellectual Property Rights owned by Zementis. The Zementis name, the Zementis logo, and the product names associated with the Service are trademarks of Zementis or third parties, and no right or license is granted to use them.
To the extent that you submit to Zementis any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service (collectively, “Feedback”), such Feedback will be the sole and exclusive property of Zementis. You hereby assign, transfer and convey to Zementis, its successors, assigns, agents, and licensees, all worldwide right, title and interest in and to all intellectual property rights in the Feedback or any portion thereof, in any form of medium, expression or technology now known or hereafter known or developed, all contract and licensing rights, and all claims and causes of action with respect to any of the foregoing, whether now known or hereafter to become known. You represent and warrant that (i) you are the sole owner of any intellectual property rights in the Feebdack you provide to Zementis; (ii) you have the full and exclusive right to convey the entire interest in and to the Feedback; and (iii) to the best of your knowledge, the Feedback does not infringe any copyright, trade secret, patent or other intellectual property right. You covenant and agree to cooperate with Zementis to enable Zementis to obtain, sustain, enforce and enjoy to the fullest extent all right, title and interest herein conveyed.
6. Third Party Interactions
Any activity you conduct with any third party in connection with the Service, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third party. Zementis and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third party. Zementis does not endorse any sites on the Internet that are linked through the Service. Zementis provides these links to you only as a matter of convenience, and in no event shall Zementis or its licensors be responsible for any content, products, or other materials on or available from such sites. Zementis provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
The Service interoperates with certain Amazon Web Services programs, including Amazon Elastic Computing Cloud, Amazon DevPay, or the Amazon Simple Storage Services program. Zementis reserves the right to modify the Service in the event that Amazon ceases to make the all or portions of the Amazon Web Services programs available on commercially reasonable terms, as determined in Zementis’ sole discretion, and such modifications shall not entitle you to any refund, credit, or other compensation for such modified portion of the Service.
7. Charges and Payment of Fees
You shall pay all applicable fees and charges to your account via Amazon or Microsoft Payment Services, the use of which are subject to a Billing Services Agreement, which you accepted during the purchase process of the Service. All pricing terms are confidential, and you agree not to disclose them to any third party.
By using all or part of the Service, you consent to receiving electronic communications from Zementis and its partners and affiliates. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to our website and Service. These electronic communications are part of your relationship with Zementis and you receive them as part of your use of the Service. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
8. Non-Payment and Suspension
In addition to any other rights granted to Zementis herein, Zementis reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all costs of collection. You will continue to be charged for the Service during any period of suspension. If you or Zementis initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. Notwithstanding the payment process that you have agreed to pursuant to the Billing Service Agreement with Amazon.com for the Amazon Payment Services, you agree that Zementis shall have the right to collect all delinquent fees and charges and related collections costs from you directly and that Zementis may charge such unpaid fees, charges and costs to your credit card or otherwise bill you for such unpaid fees electronically.
9. Termination upon Expiration
This Agreement commences on the Effective Date. The term is based on monthly subscription periods unless otherwise agreed upon and may be terminated at any time in Zementis’ sole discretion. In the event that Zementis terminates this Agreement, you agree to pay the full monthly subscription fee for the month in which the Agreement is terminated regardless of the effective date of termination in such month. You agree and acknowledge that Zementis has no obligation to retain your Customer Data, and Zementis may delete your Customer Data immediately after termination of the Service.
10. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Zementis Technology or Service will be deemed a material breach of this Agreement. Zementis, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, Zementis may terminate a free account at any time in its sole discretion. You agree and acknowledge that Zementis has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct. Zementis represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Zementis help documentation under normal use and circumstances. If there is a nonconformity, Zementis will, at its expense, re-perform the Service. THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY BY ZEMENTIS WITH REGARD TO THE PROVISION OF THE SERVICE.
12. Mutual Indemnification
You shall indemnify and hold Zementis, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Zementis (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Zementis of all liability and such settlement does not affect Zementis’ business or Service); and (c) provides to you all available information and assistance.
Zementis shall indemnify and hold you harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a U.S. copyright or patent issued as of the Effective Date, or a trademark of a third party; or (ii) a claim arising from a material breach of this Agreement by Zementis; provided that you (a) promptly give written notice of the claim to Zementis; (b) give Zementis sole control of the defense and settlement of the claim; and (c) provide to Zementis all available information and assistance in the defense of such claim. Notwithstanding the foregoing, Zementis shall have no indemnification obligation, and you shall indemnify Zementis pursuant to your indemnification obligations set forth above, for infringement claims that would not have arisen but for the use of your Customer Data, or any products, service, hardware or business process(s) provided by you, in combination with the Service.
13. Disclaimer of Warranties
Your use of this website and the Service is at your own risk. Neither the Content nor the Customer Data have been verified or authenticated in whole or in part by Zementis, and they may include inaccuracies or typographical errors. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE IN SECTION 11, ZEMENTIS AND ITS LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, ZEMENTIS TECHNOLOGY, CONTENT OR CUSTOMER DATA. ZEMENTIS AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY CONTENT AND/OR CUSTOMER DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, INCLUDING, WITHOUT LIMITATION, THE ZEMENTIS TECHNOLOGY, (E) ERRORS OR DEFECTS IN THE SERVICE AND/OR ZEMENTIS TECHNOLOGY WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE, ZEMENTIS TECHNOLOGY AND CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ZEMENTIS AND ITS LICENSORS.
14. Internet Delays
ZEMENTIS’ SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ZEMENTIS IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
17. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Zementis and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government.
Zementis may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Zementis’ account information, or by written communication sent by first class mail or pre-paid post to your address on record in Zementis’ account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Zementis (such notice shall be deemed given when received by Zementis) at any time by any of the following: letter sent by confirmed facsimile to Zementis at the following fax number: +1 (858) 535-0227 ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Zementis at the following address: Zementis, inc., 6125 Cornerstone Court East, Suite 250, San Diego, CA 92121, addressed to the attention of: Chief Financial Officer.
19. Modification to Terms
Zementis reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, and will post notice of the change so it is visible when users log-on for the first time after the change is posted. Zementis may also send registered users of the Service an e-mail notification of such changes. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
20. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Zementis but may be assigned without your consent by Zementis to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Zementis directly or indirectly owning or controlling 50% or more of you shall entitle Zementis to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be exclusively governed and construed in accordance with the laws of the State of California, without regard to conflicts of laws. The parties agree that any controversy, claim, dispute or disagreement arising under, out of, or related to this Agreement shall be brought in state court in San Diego, California, U.S.A., or federal court in the Southern District of California, U.S.A in San Diego, California, USA. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to this Agreement. Licensee consents and submits to the exclusive jurisdiction and venue of such courts for the resolution of such controversies, claims, disputes or disagreements. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Zementis as a result of this agreement or use of the Service. The failure of Zementis to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Zementis in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Zementis and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to email@example.com