ZapezeMobile Data Protection

Zapeze Subscriber Agreement

ACCEPTANCE OF TERMS AND CONDITIONS

Please read this Subscriber Agreement carefully before accessing or using a Zapeze™ software or service we offer. The terms and conditions regarding your application for and use of the Zapeze account, website and software are contained within this Subscriber Agreement. By accessing a Zapeze account or using the Zapeze software or service, whether a trial account or a paid account, you, the Subscriber, agree to be bound by the terms and conditions of this agreement. Hagel Technologies and its affiliates, licensors and suppliers provide information and services to you, the user, conditioned on your acceptance without modification of the terms, conditions and notices contained in this Subscriber Agreement.

LICENSE GRANT

Subject to the terms of this Agreement, Hagel Technologies grants to you, a non-exclusive, revocable, nontransferable license to use the Service, and a non-exclusive, nontransferable license to use the Software in connection with the Service, for a 30-day trial period without charge and thereafter on a prepaid basis for so long as you maintain an authorized and fully-paid account.

You may not (a) sublicense, rent, lease, loan or otherwise transfer the Software or the Service (or any part thereof), including without limitation user IDs or passwords; (b) modify, adapt, reverse engineer or decompile the Software, or otherwise attempt to derive source code from the Software; (c) create any derivative works in respect of the Software or the Service; or (d) otherwise use the Software or the Service except as expressly provided in this Agreement. Title to the Software, and all rights with respect to the Software and Service not specifically granted under this Agreement, including without limitation all rights of reproduction, modification, distribution, display, disassembly and decompilation and all copyright, patent, trademark, trade secret and other proprietary rights and interests are reserved to Hagel Technologies

SERVICE FEE

Our fees and billing procedures are published in the registration section of the Web Site, which are incorporated herein by this reference. All fees are stated in U.S. Dollars. YOUR MEMBERSHIP FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART FOR ANY REASON WHATSOEVER, INCLUDING, WITHOUT LIMITATION, INTERRUPTION OR UNAVAILABILITY OF SERVICE. We may automatically charge your credit card on a recurring basis for applicable account fees, plus any applicable taxes we are required to collect, and you authorize us to do so. All recurring account fees are payable in advance. YOU ARE FULLY LIABLE FOR ALL CHARGES TO YOUR ACCOUNT. The first thirty (30) days after the opening of your account is a free trial period. You will not be charged any account fees if you cancel your account within the thirty (30) day trial period. Any person who has been a member is not eligible for any subsequent free trial period. By paying by credit card, you represent to Hagel Technologies that you are the authorized user of the credit card used to pay the Account fee. You agree to promptly notify Hagel Technologies of any changes to your credit card account number, its expiration date and/or your billing address, and you agree to promptly notify Hagel Technologies if your credit card expires or is cancelled for any reason.

Hagel Technologies reserves the right to alter the fees payable for the Service. Any alteration to the fees will be posted on the Web Site at least 30 days prior to such increase taking effect. If you do not agree to any such increase, you should terminate your Account prior to the date on which the alteration takes effect, otherwise the revised amount will automatically be debited from your Account.

CANCELLATION / TERMINATION

Voluntary

You may cancel at any time by using Service Control Panel web interface. Your account will be terminated immediately. If you are part way through a yearly billing cycle, the remaining days in that cycle are forfeited.

Involuntary

If you fail to pay your obligations due under this Subscriber Agreement, or if you breach any portion of this Subscriber Agreement, Hagel Technologies may immediately terminate this Subscriber Agreement. Hagel Technologies is not liable for any damages that may result from termination carried out in accordance with this Subscriber Agreement.

If this license is terminated for any reason, you must uninstall Zapeze software and destroy all Zapeze software copies in your possession.

YOUR REGISTRATION OBLIGATIONS

In consideration of your use of Zapeze services, you agree to provide full and accurate information about yourself as requested in our registration form and to update that information in a timely manner as such information changes. If we ever find, or if we have reason to believe that any information is untrue, inaccurate or incomplete, we have the right to suspend or terminate your account and refuse any and all future use of the services.

SUBSCRIBER RESPONSIBILITIES

You are fully responsible for the contents of your transmissions through Zapeze service. Your use of Zapeze service is subject to all applicable local, state, national, and international laws and regulations. You agree not to use the services for illegal purposes. You shall not interfere with another Subscriber's use and enjoyment of the Zapeze services. You must (a) obtain and pay for all equipment and third-party services (e.g., Internet access and email service) required for you to access and use Zapeze services; (b) maintain any security of your subscriber identification, and other confidential information relating to your Zapeze account and; (c) be responsible for all charges resulting from the use of your Zapeze account.

PASSWORD

In connection with your establishment of an account through Zapeze, you will be required to select a password. You are responsible for maintaining the confidentiality of your password and user id, and are fully responsible for all activities that occur under your user ID. You agree to immediately notify us of any unauthorized use of your account or any other breach of security. Neither Hagel Technologies or its affiliates, nor their employees or agents will be liable for any loss or damage arising from your failure to comply with this section.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the services, you warrant to Hagel Technologies and its affiliates that you will not use the services for any purpose that is unlawful or is prohibited by these terms, conditions, and notices. You agree to comply with all local rules applicable to you in your use of the services. You agree not to reproduce, resell or exploit for any commercial purposes, any portion of the services. If you violate any of these terms, your permission to use the services automatically terminates.

NON-ASSIGNMENT

Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Subscriber Agreement, whether by attachment, levy, garnishment or otherwise, renders this Subscriber Agreement voidable at Hagel Technologies' option.

PRIVACY STATEMENT

Hagel Technologies has built its electronic service with your privacy and security in mind. To ensure your privacy, Hagel Technologies periodically publishes a Privacy Statement that is incorporated by reference into this Subscription Agreement. You can view the Privacy Statement at http://www.zapeze.com/sales/privacy. Please check this page periodically for changes in our privacy policy. By agreeing to the terms of this Subscription Agreement you acknowledge that you have read, understand and agree to the provisions of the Privacy Statement.

MODIFICATIONS TO SUBSCRIBER AGREEMENT

Except as otherwise provided in this Subscriber Agreement, you agree, during the term of this Subscriber Agreement, that Hagel Technologies may: (1) revise the terms and conditions of this Subscriber Agreement; and/or (2) change part of the services provided under this Subscriber Agreement at any time. Any such revision or change will be binding and effective immediately upon posting of the revised Subscriber Agreement or change to the service(s) on Zapeze Web site, or upon notification to you by e-mail. You agree to periodically review Zapeze's Web site, including the current version of this Subscriber Agreement available on Zapeze's Web site, to be aware of any such revisions. If you do not agree with any revision to the Subscriber Agreement, you may terminate this Subscriber Agreement at any time by providing notice to Hagel Technologies. Notice of your termination will be effective on receipt and processing by Hagel Technologies. Any fees paid by you if you terminate this Subscriber Agreement are non-refundable. By continuing to use Zapeze services after any revision to this Subscriber Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. Hagel Technologies is not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for Zapeze service; or in (ii) information posted on Zapeze Web Site of a general informational nature. No employee, contractor, agent or representative of Hagel Technologies is authorized to alter or amend the terms and conditions of this Subscriber Agreement.

MODIFICATIONS TO SERVICES

Hagel Technologies reserves the right to discontinue or modify any service with or without notice. Hagel Technologies shall not be liable to you or any third party should Hagel Technologies exercise its right to discontinue or modify the service in any way.

NO RESALE OF THE SERVICES

You agree not to resell the use of the Zapeze service without an authorized Zapeze Reseller Agreement.

FORCE MAJEURE

You agree not to hold Hagel Technologies responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, terrorist action, labor strike, lockout, boycott.

INDEMNITY

You agree to release, indemnify, defend and hold harmless Hagel Technologies and any of its contractors, agents, employees, officers, directors, shareholders, parents, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorney's fees and expenses, of third parties relating to or arising out of (a) this Subscriber Agreement or the breach of your warranties, representations and obligations under this Subscriber Agreement, (b) falsehoods or misrepresentations of fact by you on the Account Application, (c) any intellectual property or other proprietary right of any person or entity, (d) failure to disclose a material fact on the Account Application if the misrepresentation or omission was made negligently or with intent to deceive any party, (e) failure to take the precautions necessary to prevent the compromise, loss, disclosure, modification or unauthorized use of your password and account name. When Hagel Technologies is threatened with suit or sued by a third party, Hagel Technologies may seek written assurances from you concerning your promise to indemnify Hagel Technologies, your failure to provide those assurances may be considered by Hagel Technologies to be a material breach of this Subscriber Agreement. Hagel Technologies shall have the right to participate in any defense by you of a third-party claim related to your use of any Hagel Technologies services, with counsel of our choice at your own expense. You shall have sole responsibility to defend Hagel Technologies against any claim, but you must receive Hagel Technologies' prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Subscriber Agreement.

SEVERABILITY

You agree that the terms of this Subscriber Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Subscriber Agreement; this Subscriber Agreement will be deemed amended to the extent necessary to make this Subscriber Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.

SURVIVAL

This Subscriber Agreement shall be applicable for as long as your Zapeze account remains active and you have not breached any provision of this Subscriber Agreement.

GOVERNING LAW

This agreement will be governed by and construed according to the law of the British Columbia, Canada. The parties irrevocably submit to the exclusive jurisdiction of the Courts of British Columbia, Canada. This agreement is deemed to have been made in British Columbia, Canada.

DISCLAIMER OF WARRANTY

ZAPEZE AND THE ACCOMPANYING FILES ARE SOLD "AS IS" AND WITHOUT WARRANTIES AS TO PERFORMANCE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER WARRANTIES EXPRESSED OR IMPLIED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.

NO LIABILITY FOR CONSEQUENTIAL DAMAGES

IN NO EVENT SHALL HAGEL TECHNOLOGIES OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL OR INDIRECT DAMAGES OF ANY KIND ARISING OUT OF THE DELIVERY, PERFORMANCE OR USE OF, OR INABILITY TO USE, ZAPEZE, EVEN IF HAGEL TECHNOLOGIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL HAGEL TECHNOLOGIES' LIABILITY FOR ANY CLAIM, WHETHER IN CONTRACT, TORT OR ANY OTHER THEORY OF LIABILITY, EXCEED THE LICENSE FEE PAID BY YOU, IF ANY.

HIGH RISK ACTIVITIES

ZAPEZE IS NOT FAULT-TOLERANT AND IS NOT DESIGNED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE, INCLUDING WITHOUT LIMITATION, IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, WEAPONS SYSTEMS, DIRECT LIFE-SUPPORT MACHINES, OR ANY OTHER APPLICATION IN WHICH THE FAILURE OF ZAPEZE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE (COLLECTIVELY, "HIGH RISK ACTIVITIES"). HAGEL TECHNOLOGIES EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES.

ENTIRE AGREEMENT

This is the entire agreement between you, Hagel Technologies, which supersedes any prior agreement or understanding, whether written or oral, relating to the subject matter of this license.