These Hosted Application Terms of Use (“Terms of Use”) govern your access to and use of ZS proprietary SaaS products (the “Hosted Application”). ZS has an agreement with the company which employs you (the “Company”) to provide services, including the provision of the Hosted Application. The Company has requested that we authorize you to have access to the Hosted Application, and by using this Hosted Application, you agree to be bound by these Terms of Use.  ZS may change the Terms of Use from time to time. By continuing to use the Hosted Application following such modifications, you agree to be bound by such modifications to the Terms of Use. This version of the Terms of Use was updated as of the date below, and supersedes all previous versions, if any. 

ZS grants you, as Company’s designated user, a limited, non-exclusive, non-sublicensable, terminable, revocable, non-transferable license (the “License”) to access the Hosted Application solely to use the Hosted Application for the specific purpose(s) for which you have been granted access by the Company (the “Purpose”). You represent and warrant to ZS that you will only access and use the Hosted Application for the Purpose

 

The Hosted Application may contain third party software. By using such third-party software, you agree to be bound by their terms of use found below. ZS makes no representations or warranties whatsoever with regard to such third-party software.

 

You acknowledge and agree that ZS is not responsible for providing access to the Internet or to pay any service fees associated with such access or providing any equipment necessary for you to make such connection to the Internet, including a computer and modem.  You may be required to download and install additional software plug-ins or applications in order to use certain features or access certain information contained on the Site.

By using this Hosted Application, including any applets, software, and content contained therein, you agree that such use is entirely at your own risk. THE HOSTED APPLICATION IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY FOR INFORMATION, DATA, SERVICES, UNINTERRUPTED ACCESS, OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE SERVICE. SPECIFICALLY, ZS DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO: (1) ANY WARRANTIES CONCERNING THE UNINTERRUPTED USE, AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, SOFTWARE, PRODUCTS OR SERVICES AND (2) ANY WARRANTIES OF TITLE, WARRANTY OF NON-INFRINGEMENT, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT IN THE CASE OF DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE, THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

 

WITH RESPECT TO YOUR USE OF THIS HOSTED APPLICATION:

  • IN NO EVENT WILL ZS BE LIABLE FOR INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF REVENUE OR LOST PROFITS; OR ANY PENALTIES OR MULTIPLIERS, EVEN IF ZS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
  • ZS SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE UNLESS SUCH LOSS OR DAMAGE IS DUE TO ZS’s FAILURE TO USE REASONABLE CARE. IF ZS IS FOUND LIABLE, THE AMOUNT OF ZS’s MAXIMUM LIABILITY FOR ANY AND ALL LOSSES AND/OR DAMAGES (IN CONTRACT, TORT, OR OTHERWISE) SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO ZS BY COMPANY UNDER THE APPLICABLE SCHEDULE RELATING TO SUCH LIABILITY. ZS’S MAXIMUM LIABILITY FOR ANY LOSSES AND/OR DAMAGES (IN CONTRACT, TORT, OR OTHERWISE) TO YOU AS END USER OF COMPANY SHALL NOT EXCEED $0.
  • THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF ANY REMEDIES FAIL THEIR ESSENTIAL PURPOSES.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR LIABILITY ARISING FROM DEATH OR PERSONAL INJURY AS A RESULT OF NEGLIGENCE, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY YOU AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

ZS is the sole owner and/or authorized user of (a) all trademarks, registered trademarks and/or service marks appearing on this Hosted Application, (b) all photographs, images, audio, music, text, animations, and applets incorporated into this Hosted Application, (c) the “look and feel” of the Hosted Application, and (d) all software contained on the Hosted Application or otherwise provided to you in connection with your use of the Hosted Application. ZS is also the copyright owner or licensee of the content and/or information on this Hosted Application (but not Company data or information input by you for the Purpose), including but not limited to any icons, designs and screens appearing at the Application.  If you make use of this Hosted Application, except as otherwise provided in these Terms of Use, you may violate copyright and other laws of the United States or other countries, confidentiality agreements, as well as applicable state or jurisdictional laws, and may be subject to penalties. All unauthorized copying of the materials within the Hosted Application is expressly prohibited. You shall not remove, obscure, or modify any copyright, trademark, trademark notice, or restrictive legend.

 

ZS reserves the right to change any information on this Hosted Application, including but not limited to revising and/or deleting features or other information without prior notice. Clicking on certain links within this Hosted Application might take you to other websites for which ZS assumes no responsibility of any kind for the content, availability or otherwise. The content presented at this Hosted Application may vary depending upon your browser limitations.

ZS uses commercially reasonable security precautions to promote the secure access to the Hosted Application. You understand and agree that the License and your log-on credentials (“Password” and “User ID”) are granted to you individually and may not be shared with any other person. You agree to use your best efforts to ensure that no one else learns your User ID or Password or otherwise has access to them, including your support staff or other representatives of your organization. ZS may block your access to the Hosted Application without notice if it becomes aware of any breach by you of these Terms of Use, including any unauthorized use of your User ID or Password. You acknowledge that ZS may act on any instructions from the Company to prohibit access to any user nominated by them, and that by doing so, ZS is in no way liable to you or others for denying you any access to the Hosted Application. In no event will ZS be liable to you or the Company for your authorized or unauthorized access to the Hosted Application as result of failure to keep your User ID and Password confidential or otherwise.

During your use of the Service, you will have access to ZS’s confidential and proprietary information known as “Confidential Information.” “Confidential Information” includes all data, information, technology, samples and specimens relating to the ZS and its products, product concepts, technologies, businesses, financial, marketing, clinical or regulatory affairs, manufacturing processes and procedures, business processes, methodologies or analytical techniques, computer software, the Hosted Application and related documentation, or those of any third party from whom ZS receives such information on a confidential basis, either directly or indirectly, or obtained or observed by the you for in connection with the services.

 

You agree: (i) to hold the ZS’s Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information from unauthorized disclosure, (ii) not to divulge any such Confidential Information to any third person except those authorized by ZS, (iii) not to make any use whatsoever at any time of such Confidential Information except in connection the Services, and (iv) not to replicate or reverse engineer any such Confidential Information.

 

Confidential Information does not include information that (a) is available to the public by publication in a single source; (b) is rightfully received by you from a third party without restriction on disclosure and without breach of a confidentiality obligation; (c) is independently developed by you provided that any person developing the same has not had access to the Confidential Information; (d) is approved for release by written authorization of ZS; or (e) is disclosed pursuant to a requirement of a governmental agency or by judicial requirement.

While using the Hosted Application, you may not:

  1. knowingly or intentionally restrict or inhibit any other user from using and enjoying the Hosted Application; or
  2. attempt to gain unauthorized access to the Hosted Application; or
  3. knowingly or intentionally post or transmit any unlawful, fraudulent, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, offensive, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability; or
  4. knowingly or intentionally post or transmit any advertisements, solicitations, chain letters, pyramid schemes, investment opportunities or schemes or other unsolicited commercial communication (except as otherwise expressly permitted by ZS) or engage in spamming or flooding; or
  5. knowingly or intentionally post or transmit any information or software that contains a virus, trojan horse, worm or other harmful component (a “Harmful Component”); or
  6. post, publish, transmit, reproduce, distribute or in any way exploit any information, software or other material obtained through the Service for commercial purposes other than the Purpose (other than as expressly permitted by the provider of such information, software or other material); or
  7. upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the Hosted Application which is protected by copyright, or other proprietary right, or derivative works with respect thereto, without obtaining permission of the copyright owner or rightsholder; or
  8. upload, post, publish, reproduce, transmit or distribute in any way any component of the Hosted Application itself or derivative works with respect thereto, as the Service is copyrighted as a collective work under U.S. copyright laws; or
  9. make the Hosted Application, your credentials or your User ID or Password available to any other person; or
  10. decompile, reverse engineer, disassemble, rent, lease, loan, sublicense and create derivative works from the Application; or
  11. copy, modify, reproduce, republish, distribute, transmit or use for commercial or public purposes the Hosted Application, for any purpose other than the Purpose; or
  12. download or save a copy of any of the screens appearing on the Hosted Application for any purpose unless authorized by ZS or, in the case of downloading and/or printing any output from the Hosted Application, the Company; or
  13. print a copy of the data contained on the Hosted Application unless authorized by the Company; or
  14. use or otherwise export or re-export the Hosted Application in violation of the export control laws and regulations of the United States of America; or
  15. use or otherwise access the Hosted Application in violation of any federal, state, local and international laws, ordinances, rules, and regulations.

ZS has no obligation to monitor the Hosted Application. However, you acknowledge and agree that ZS has the right to monitor the use of the Hosted Application electronically from time to time and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect itself or its users or clients. ZS reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, inappropriate or in violation of these Terms of Use.

You acknowledge and agree that your access to the Hosted Application will terminate upon the Company's request, upon completion of the project, or upon ZS' discretion should ZS believe, in its sole discretion, that you have violated any of these Terms of Use. Upon termination of your access to the Hosted Application, the License will automatically terminate, and you must immediately cease all access to and use of the Hosted Application through any means.

 

You agree to defend, indemnify and hold ZS and its affiliates harmless from any and all claims, liabilities, costs and expenses, including reasonable attorney's fees, arising in any way from any violation of these Terms of Use by you or users of your account.

You acknowledge and agree that ZS and any of its website co-branding providers have no responsibility for the accuracy or availability of information provided by linked sites. Links to external websites do not constitute an endorsement by ZS or its website co-branding providers of the sponsors of such sites or the content, products, advertising or other materials presented on such sites.

 

Information in the many web pages that are linked to the Hosted Application comes from a variety of sources. Some of this information comes from official ZS licensees, but much of it comes from unofficial or unaffiliated organizations and individuals, both internal and external to ZS. ZS does not author, edit, or monitor these unofficial pages or links. You acknowledge and agree that ZS shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on such external sites or resources.

If you believe the material accessible on or from the Hosted Application infringes your copyright, you may request removal of such materials or removal of access to such materials from the Hosted Application by submitting a written notification to ZS by mail or email, as provided below. ZS will respond to such notices of alleged copyright infringement that comply with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”). In accordance with the DMCA, the written notice (“DMCA Notice”) must include, substantially, the following elements:

  • Your physical or electronic signature;
  • Identification of the copyrighted work you allege has been infringed or, if the claim involves multiple works on the Website, a representative list of such works;
  • Identification of the material you believe to be infringing, in a sufficiently clear and precise manner to allow ZS to locate such material;
  • Adequate and complete information by which ZS can contact you (including your name, ailing address, telephone number, and email address);
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
  • A statement that the information in the written notice is accurate; and
  • A statement, under penalty of perjury, that you are the copyright owner or you are authorized by the copyright owner.

ZS’s designated agent to receive DMCA Notices is as follows:

 

ZS Associates, Inc.

One Rotary Center

1560 Sherman Avenue, Suite 800

Evanston, Illinois 60201

USA

Attn: Legal Director

 

Telephone: 847.492.3600

Email: zslegal1@zs.com

ZS takes reasonable and appropriate measures, including encryption, to ensure that the content provided on the Hosted Application and your personal information is disclosed only to those specified by the Company. However, the Internet is an open system and we cannot and do not guarantee that the Hosted Application or personal information you have entered will not be intercepted by others and decrypted.

ZS shall be free to use, for its own business purposes, any ideas, suggestions, concepts, know-how or techniques contained in information received from you that directly relate to the Hosted Application or related services covered hereunder (“Feedback”).  ZS shall be free to use, disclose, reproduce, license or otherwise distribute Feedback as it sees fit, without obligation or restriction of any kind on account of intellectual property rights or otherwise; provided that such Feedback shall not contain any specific or identifiable elements unique to Company or its operations.

These Terms of Use are in addition to the agreement between your employer and ZS. It does not replace that agreement. The Terms of Use and the relationship between you and ZS shall be governed by the laws of the State of Illinois without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the state of Illinois. To the extent any foreign language translation of the Terms of Use conflicts with the English version or contains terms in addition to or different from the English version, the English version shall be controlling in all respects.

 

The failure of ZS to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use shall remain in full force and effect.

 

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Hosted Application or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

 

These Terms of Use do not create a partnership, joint venture, agency, or franchise relationship between you and ZS.

 

These Terms of Use, and any applicable supplement, represent the entire agreement between ZS and you regarding the use of the Application.

 

Last Updated: March 2020

© 2008-2018 ZS Associates, Inc.

1. TomTom. In the event the Company, in accessing the Software, uses or accesses any product of TomTom or its affiliates (“TomTom”) which ZS has licenses from TomTom, Company agrees as follows:

 

You are restricted from using the license for your own internal business or personal use and not for resale, distribution, sublicense or commercial use.

 

The Licensed Products are the confidential information of TomTom and prohibiting disclosure of the Licensed Products to third parties.

 

You are expressly prohibit unauthorized copying.

 

You are prohibited from removing or obscuring of any copyright, trademark notice, or restrictive legend.

 

TomTom shall have the right to audit the Distributor, Licensee Value Added Reseller or End User.

 

The covenants and obligations undertaken by you herein are intended for the direct benefit of TomTom and may be enforced by TomTom directly against the End User.

 

NEITHER TOMTOM NOR ITS SUPPLIERS SHALL BE LIABLE TO THE UNDERSIGNED FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, INCLUDING LOST PROFITS OR COSTS OF COVER, LOSS OF USE OR BUSINESS INTERRUPTION OR THE LIKE, REGARDLESS OF WHETHER THE PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, TOMTOM OR ITS SUPPLIERS SHALL HAVE NO MONETARY LIABILITY TO THE UNDERSIGNED FOR ANY CAUSE (REGARDLESS OF THE FORM OF ACTION) UNDER OR RELATING TO THIS AGREEMENT.

 

THE LICENSED PRODUCTS ARE PROVIDED ON AN “AS IS” AND “WITH ALL FAULTS BASIS” AND TOMTOM AND ITS SUPPLIERS EXPRESSLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY TOMTOM OR ANY OF ITS AGENTS, EMPLOYEES OR THIRD PARTY PROVIDERS SHALL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THE AGREEMENT.

 

You shall not use the Authorized Application to create (or assist in the creation of) a digital map database. A “digital map database” means a database of geospatial data containing the following information and attributes: (x) road geometry and street names; or (y) routing attributes that enable turn-by-turn navigation on such road geometry; or (z) latitude and longitude of individual addresses and house number ranges.

 

You shall not use the Authorized Application to provide competitive information about TomTom or its products to third parties.

 

TomTom Products shall not be used for in-flight or drone navigation or in connection with any high risk systems, devices, products or services that are critical to the health and safety or security of people and property.

 

Specific conditions relating to certain products:


A. Additional provisions for data of Ireland. End User is prohibited from using the data of Ireland in any printed, published form to be distributed freely or sold to the public.

B. As of the Effective Date, the following restriction applies to the Post Canada FSA layer and Canada 6-digit layer: The 6-digit alpha/numeric Canadian Postal Codes contained in any Licensed Product cannot be used for bulk mailing of items through the Canadian postal system. Furthermore, the 6-digit alpha/numeric Canadian Postal Codes must be wholly contained in the Authorized Application and shall not be extractable. Canadian Postal Codes cannot be displayed or used for postal code look-up on the Internet, nor can they be extracted or exported from any application to be utilized in the creation of any other data set or application. Notwithstanding the above, an End User may optionally correct or derive Canadian Postal Codes using the Authorized Application, but only as part of the address information for locations (e.g.: of delivery points and depots) that have been set up in the Authorized Application, and optionally extract data for fleet management purposes.

C. Additional provisions with respect to TomTom Traffic Licensed Product: You specifically agree that You shall not: (i) store the data for more than twenty-four (24) hours on Your servers; (ii) broadcast or make TomTom Traffic Licensed Product available except to authorized End Users; and (iii) use the feed or information received via the feed for historical data purposes (including but not limited to collection or analysis).

D. Additional provisions with respect to the Speed Profiles, TomTom Traffic, and any other traffic related Licensed Product: Neither the Data nor the Licensed Products such as Speed Profiles or TomTom Traffic or any derivatives thereof shall be used for the purpose of enforcement of traffic laws including but not limited to the selection of potential locations for the installation of speed cameras, speed traps or other speed tracking devices. With regards to Speed Profiles, End User acknowledges and agrees that the actual speeds may not reflect the legally imposed speed limits.

 

2. Reltio. If Reltio is being used, Customer understands and agrees to the following with respect to the Reltio SaaS Platform:

 

Disclaimer of Warranty. RELTIO MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE WARRANTY OF NON-INFRINGEMENT, AND RELTIO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. RELTIO DOES NOT REPRESENT OR WARRANT THAT USE OF THE SAAS PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE SAAS PLATFORM WILL MEET ANY OF CUSTOMER’S REQUIREMENTS. Without limiting the generality of the foregoing, in no event will Reltio have any liability to the extent any failure to perform in accordance with the User Guide or any decrease in functionality is the result of (i) the SaaS Platform not being used in accordance with the applicable User Guide or documentation, (ii) the SaaS Platform being modified or altered by Customer, ZS or any third party without Reltio’s prior written consent, or (iii) Internet or network connections, streaming services, computers, equipment or devices not supplied by Reltio.

 

Limitation of Liability. IN NO EVENT SHALL RELTIO EVER HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS, LOST DATA, OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT RELTIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELTIO’S AGGREGATE LIABILITY, IF ANY, FOR ANY AND ALL LOSSES, DAMAGES OR INJURIES WHICH CUSTOMER SUFFERS OR INCURS ARISING OUT OF ANY ACTS OR OMISSIONS OF RELTIO, ITS AFFILIATES AND CONTRACTORS IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED HEREUNDER (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY, INCLUDING NEGLIGENCE) AND REGARDLESS OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED SHALL NEVER EXCEED $10,000.00, AND CUSTOMER COVENANTS AND PROMISES THAT IT WILL NOT SUE RELTIO FOR A GREATER AMOUNT.

 

3. Tableau. If Tableau is being used, Customer understands and agrees that Tableau will have no warranty, support or other obligations or liabilities to Customer.

 

4. Micro Strategy. MicroStrategy Related Definitions:

  • “MicroStrategy” means MicroStrategy Services Corporation and its affiliates (“MicroStrategy”).
  • “MicroStrategy Materials” means copyrighted and proprietary products and materials of MicroStrategy, which are obtained under a license from MicroStrategy.
  • CPU” means a single central processing unit core within a computer.  For the purposes of counting the number of CPUs that require licensing, a multicore chip with "n" processor cores shall be counted as "n" CPUs. 
  • CPU License” means a license to use MicroStrategy Materials on a single CPU, in support of an unspecified number of Named Users in the DSI and environment stated in each Schedule.[1]
  • DSI” means the name of the MicroStrategy metadata that will be accessed by the MicroStrategy Materials specified in the Schedule.
  • “Named User License” means a license to use MicroStrategy Materials under which only one (1) Authorized Customer Personnel using a single login (a “Named User”) may access MicroStrategy Materials or reports or messages generated thereby.[2]

To the extent Customer uses or accesses Software containing products of MicroStrategy which ZS has licensed from MicroStrategy, the following shall apply:

  1. Customer acknowledges that the Software contains MicroStrategy Materials.
  2. Customer shall use the MicroStrategy Materials solely in connection with the Software and in accordance with the terms and conditions of this Agreement.
  3. Customer may use the MicroStrategy Materials solely pursuant to a Named User License or a clock speed limited CPU License as identified in the applicable Schedule. 
  4. Customer shall not materially change or expand the MicroStrategy data models provided by ZS for use with or as a part of the Software in a manner not directly related to the purpose of the Software as described on ZS’s website, and Customer shall access data with the MicroStrategy Materials provided by ZS as part of the Software only from the data models provided by ZS for use with or as part of the Software.
  5. In no event shall title to any portion of the Software that constitutes the MicroStrategy Materials pass to Customer.
  6. In no event shall MicroStrategy have any liability for damages, whether direct or indirect, incidental or consequential, arising in connection with this Agreement. 
  7. MicroStrategy disclaims any warranty of any kind directly to Customer, including any warranty of performance, merchantability, fitness for a particular purpose, title and non-infringement.
  8. In no event shall Customer disclose to any third party any results of any benchmark tests that specifically reference MicroStrategy Materials.
  9. If Customer wishes to allow its Affiliated Related Companies and its and their contractors and/or agents to use MicroStrategy Materials licensed as part of the Software, Customer must enter into a written agreement with such parties under which such parties agree to be bound by the terms of this Agreement and also state that the use of any such license by such parties shall be for the sole benefit of Customer and/or the applicable Affiliated Related Company.  Customer shall be fully responsible for any failure of such parties to comply with the terms of this Agreement.
  10. ZS grants Customer the right to use the MicroStrategy Materials according to the terms of this Agreement, solely for Customer’s internal purposes and only in conjunction with the ZS Hosted Software.

[1] To operate MicroStrategy Materials against multiple CPUs within the same computer or different computers, multiple CPU Licenses must be purchased.  CPU Licenses are limited by processor speed.  For example, a 1000 MHz CPU license is restricted to CPU’s with processor speeds up to 1000 MHz.

[2] Customer may permanently replace one Named User with another if the original Named User no longer has access to the MicroStrategy Materials or to reports or messages generated thereby.  In determining Named User license deployment for all Named User licenses purchased by Customer under this Agreement, each enabled user shall be designated using a method that incorporates the user’s name (e.g. John T. Smith or jsmith).

 

5. Microsoft Products. In the event that Customer, in accessing the ZS Hosted Software, uses or accesses any products of Microsoft Corporation or its affiliates (“Microsoft”) which ZS has licensed from Microsoft, Customer agrees:

A. it shall not remove, modify or obscure any Microsoft copyright, trademark or other proprietary rights notices that is contained in or on such Microsoft products;

 

B. it shall not reverse engineer, decompile, or disassemble such Microsoft products, except and only to the extent that such activity is expressly permitted by applicable law;

 

C. WITH RESPECT TO SUCH MICROSOFT PRODUCTS, IT SHALL DISCLAIM, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL WARRANTIES BY MICROSOFT AND ANY LIABILITY BY MICROSOFT, ITS AFFILIATES OR SUPPLIERS FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, OR CONSEQUENTIAL, ARISING FROM THE USE OF THE SOFTWARE AND RELATED SOFTWARE SERVICES PROVIDED BY ZS;

 

D. neither Microsoft nor its affiliates or suppliers will be responsible for providing Customer with product support for the Software and/or the related Software services;

 

E. it shall permit ZS to disclose any information about Customer requested by Microsoft in connection with this Agreement and Microsoft will be an intended third party beneficiary of this Agreement, with the right to enforce provisions of this Agreement and verify Customer’s compliance with this Section; and

 

F. No High Risk Use. Customer shall not use the Software in situations where the Software(s) failure could lead to death or serious bodily injury of any person, or to severe physical or environmental damage (“High Risk Use”).  High Risk Use does not include utilization of Software for administrative purposes, to store configuration data, engineering and/or configuration tools, or other non-control applications, the failure of which would not result in death, personal injury, or severe physical or environmental damage. These non-controlling applications may communicate with the applications that perform the control, but must not be directly or indirectly responsible for the control function.  Customer agrees to indemnify and hold harmless ZS from any third-party claim arising out of Customer’s Use of the Software in connection with any High Risk Use.