Zementis ADAPA® Software Terms of Use

Zementis, Inc. (“Zementis”) provides website features and software to you subject to the following conditions. If you visit the Zementis web site or use any of the provided Zementis software applications, you accept these conditions. Please read them carefully.

ELECTRONIC COMMUNICATIONS

When you visit the Zementis web site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

COPYRIGHT

All content included on this site, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is the property of Zementis and protected by United States and international copyright laws. The compilation of all content on this site is the exclusive property of Zementis and protected by U.S. and international copyright laws. All software used on this site is the property of Zementis or its software suppliers and protected by United States and international copyright laws.

TRADEMARKS

ADAPA and other Zementis graphics, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Zementis in the U.S. and/or other countries. Zementis' trademarks and trade dress may not be used in connection with any product or service that is not Zementis’, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Zementis. All other trademarks not owned by Zementis that appear on this site are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Zementis.

LICENSE AND SITE ACCESS

You may not access this site or this software if you are a direct competitor of Zementis, except with Zementis’ prior written consent. In addition, you may not access the software for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

Zementis grants you a limited license to access and make personal use of this site and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Zementis. This license does not include any resale or commercial use of this site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of this site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools. This site or any portion of this site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Zementis. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Zementis without express written consent. You may not use any meta tags or any other "hidden text" utilizing Zementis's name or trademarks without the express written consent of Zementis. Any unauthorized use terminates the permission or license granted by Zementis. You are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Zementis.com so long as the link does not portray Zementis, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. You may not use any Zementis logo or other proprietary graphic or trademark as part of the link without express written permission.

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THIS SITE AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE ARE PROVIDED BY ZEMENTIS ON AN "AS IS" AND "AS AVAILABLE" BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. ZEMENTIS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, UNLESS OTHERWISE SPECIFIED IN WRITING. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, ZEMENTIS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ZEMENTIS DOES NOT WARRANT THAT THIS SITE; INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE; THEIR SERVERS; OR E-MAIL SENT FROM ZEMENTIS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ZEMENTIS WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, UNLESS OTHERWISE SPECIFIED IN WRITING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

SITE POLICIES, MODIFICATION, AND SEVERABILITY

Please review our other policies, such as our general Terms of Use for the Zementis web site, posted on this site. These policies also govern your visit to Zementis.com. We reserve the right to make changes to our site, policies, and these Conditions of Use at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.

APPLICABLE LAW AND FORUM

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.

SECTION HEADINGS

The section headings in the Agreement are solely used for the convenience of the parties and have no legal or contractual effect.