TERMS AND CONDITIONS
ZODAKA END-USER LICENSING AGREEMENT
This End-User License Agreement (“EULA”) is a legal agreement between you and Zodaka, the author of Zodaka software, including all HTML files, XML files, Java files, graphics files, animation files, data files, technology, development tools, scripts and programs, both in object code and source code (the “Software”), as well as the deliverables provided pursuant to this EULA, which may include associated media, printed materials, and “online” or electronic documentation (“Documentation”).
By installing, copying, or otherwise using the Software, you agree to be bound by the terms and conditions set forth in this EULA. If you do not agree to the terms and conditions set forth in this EULA, then you may not download, install, or use the Software. The Software is licensed, not sold.
1. Grant of License.
A) Scope of License. Subject to the terms of this EULA, Zodaka hereby grants to you a royalty-free, non-exclusive license to use the Software. You do not need to pay a license fee for the use of the Software.
B) Use. You may use the Software solely to do business with an entity that has a contractual relationship with Zodaka, under which that entity is licensed to use the Software and is a member of the Zodaka Network (“Network Member”). You are prohibited from using the Software in any way or for any purpose other than in a manner approved by a Network Member.
C) Age requirement: Where products purchased have state age restrictions, you agree to only use the Zodaka payment system in compliance with state age requirements.
2. Description of Rights and Limitations.
A) Limitations. You may not, directly or through other parties, reverse engineer, decompile, or disassemble the Software.
B) Update and Maintenance. Zodaka shall provide updates and maintenance on the Software from time to time as, in Zodaka’s opinion, such updates and maintenance are needed.
3. Feedback and Data.
You may, and are encouraged to, provide to Zodaka suggestions, comments, and feedback regarding the Software, including but not limited to performance, usability, bug reports and test results, with respect to the Software (collectively, "Feedback"). Additionally, Zodaka will collect data from you (“Data”), and you consent to this Data collection.
You hereby grant to Zodaka the worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights to: (i) make, use, copy, modify, distribute, sub-license, and create derivative works of, the Feedback and/or the Data, as part of any Zodaka product, technology, service, specification or other Documentation (individually and collectively, "Zodaka Products"); and (ii) publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell or sell, rent, lease, or lend copies of the Feedback and Data derivatives as part of any Zodaka Product or marketing or sales effort. Further, you confirm that your Feedback and Data are not subject to any license terms that would require Zodaka to comply with any additional obligations with respect to any Zodaka Products that incorporate any Feedback or Data or derivatives of Feedback or Data.
Data that includes names, addresses, telephone numbers, and email addresses will not be furnished or sold to any third party company that is not a Network Member.
Bank login information (credentials) will only be used to authenticate your bank account and will not be seen, stored, kept, or held by Zodaka. By logging into your bank account, Zodaka will have the ability to query and with your authorization extract funds from your bank account at the time of a purchase by you. These funds will be deposited into your chosen merchant’s bank account upon completion of a purchase. When making a purchase using the Software, you acknowledge that you are purchasing and redeeming a stored-value instrument that will only be redeemable at a Zodaka-approved stored-value provider. You acknowledge that you are not paying for product(s) directly.
4. Title to Software. Zodaka represents and warrants that it has the legal right to enter into and perform its obligations under this EULA, and that your use of the Software, in accordance with the terms of this EULA, will not infringe upon the intellectual property rights of any third parties.
5. Intellectual Property. All now known or hereafter known tangible and intangible rights, title, interest, copyrights, and moral rights in and to the Software, including but not limited to all images, photographs, animations, video, audio, music, text, data, computer code, algorithms, and information, are owned by Zodaka. The Software is protected by all applicable copyright laws and international treaties. You agree you will not remove or alter any copyright notices on the Software and Documentation.
6. Support. For any problems contact your stored value provider.
7. Duration. This EULA is effective for twelve (12) months or until (a) it is automatically terminated or suspended if you fail to comply with any of the terms and conditions set forth in this EULA, or (b) it is terminated or suspended by Zodaka, with or without cause. The EULA will automatically be extended from year to year unless terminated.
In the event this EULA is terminated, you agree that you will stop using the Software and will destroy all copies of the Software.
8. Governing Law and Arbitration. This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of California, conflicts of law excluded.
Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules (including the Optional Rules for Emergency Measures of Protection). The arbitration hearing shall take place in Oakland, California, before a single arbitrator. Judgement on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any action to enforce this EULA shall be entitled to recover costs and expenses including, without limitation, attorneys’ fees.
9. Non-Transferable. This EULA is not assignable or transferable by you, and any attempt to do so is void.
10. Severability. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder. If any provision of this EULA shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this EULA shall otherwise remain in full force and effect and enforceable.
11. WARRANTY DISCLAIMER. ZODAKA, THE AUTHOR OF THE SOFTWARE, HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY FOR THE SOFTWARE. THE SOFTWARE AND ANY RELATED DOCUMENTATION IS PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU ACCEPT ANY AND ALL RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE.
12. LIMITATION OF LIABILITY. ZODAKA SHALL NOT BE LIABLE TO YOU, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH YOU, ANY LOSS OF PROFITS, INCOME, SAVINGS, OR ANY OTHER CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, DIRECT OR INDIRECT DAMAGE, WHETHER ARISING IN CONTRACT, TORT, WARRANTY, OR OTHERWISE. THESE LIMITATIONS SHALL APPLY REGARDLESS OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. UNDER NO CIRCUMSTANCES SHALL ZODAKA’S AGGREGATE LIABILITY TO YOU, OR ANY OTHER PERSON OR ENTITY CLAIMING THROUGH YOU, EXCEED THE FINANCIAL AMOUNT ACTUALLY PAID BY YOU TO ZODAKA FOR USE OF THE SOFTWARE IN THE MOST RECENT CALENDAR YEAR.
13. Non-Sufficient Funds in Your Account. You agree to hold Zodaka harmless in the event you have licensed the Software and there are not sufficient funds in your bank account prior to the attempted transfer of those funds into a merchant’s account. Zodaka shall have the right to pursue your unmet payment obligation by one or more of the following methods:
(a) Notify you by letter, text, or email of the “Non-Sufficient Funds”;
(b) Zodaka will charge you a non-sufficient funds fee of twenty five dollars (US$25). Your Zodaka account will be temporarily blocked from use until the funds are received at merchant’s account. We will transfer your unpaid obligation to a collection agency, and your credit report may be adversely affected for non-payment.
14. Entire Agreement. This EULA constitutes the entire agreement between you and Zodaka, and supersedes all prior understandings of you and Zodaka, including any prior representation, statement, condition, or warranty with respect to the subject matter of this EULA.
For additional information regarding this EULA, please contact: