This FREE web utility is subject to the terms and conditions of the software license agreement below:
SOFTWARE LICENSE AND TERMS OF USE AGREEMENT
By clicking on the Generate Code button and using the ZOS Communications, LLC (“ZOS”) Send to Phone/Send to Email feature, you are agreeing to be bound by this agreement. If you do not intend to be bound by this agreement, do not select the button entitled “Generate Code” on the webpage that provided a link to this Agreement. If you do not agree to any of these terms, then you must immediately discontinue your use of the Send to Phone/Send to Email feature and associated code. This Agreement may be updated by ZOS from time to time without notice to you.
In consideration for using the Send to Phone/Send to Email feature and associated code and the terms and conditions set forth below, you (the “Licensee”) and ZOS (the “Licensor”), collectively the parties, agree as follows:
1. Definitions
Whether capitalized or not, the following terms shall have the following meanings:
1.1. “Content” means the copyrighted content of the Licensor, such as on its website, in messages generated by Licensor and sent to Licensee and Licensee’s users, and in its Software and Documentation. Content also means the copyrighted content of any Third Party Services provider or generated by any Third Party Software, such as a map or turn-by-turn directions to a desired location.
1.2. “Data” means the information provided by Licensor in real-time or in batch regarding details of how the Services are being used, the location of Licensee or its employees, the content of messages sent by Licensee or its employees, and other usage data generated by Licensee’s use of the Software, to the extent that Licensee has purchased such data and such data is available.
1.3. “Documentation” means all on-line help files or written instruction manuals or materials regarding the Use of the Software or Services.
1.4. “Software” means the code provided by Licensor to Licensee and excludes Third Party Software.
1.5. “Third Party Services” means any services provided by a third party.
1.6. “Third Party Software” means the computer program(s) (if any) provided by a third party.
1.7. “Use” means, with respect to Software, the loading, utilization, storage or display of the Software and Content associated with the Software.
2. Grant of License
2.1. For so long as this Agreement is in force, Licensor grants to Licensee a limited, nonexclusive and non-transferable license to (a) Use the code of the Software, (b) use the Documentation in connection with Use of the Software, (c) copy the Software for backup or archival purposes provided that all titles, trademark symbols, copyright symbols and legends, and other proprietary markings are reproduced, and (d) Use the Content associated with the Services. The term of this license runs with the term of this Agreement.
2.2. Additional terms and conditions related to the use of Licensor’s website(s) and Content therein and the download and use of the Software, Content and Data also apply to Licensee pursuant to those terms and conditions and this Agreement. Those terms and conditions are set forth on the website or as a condition to installation of the Software. In the event of a conflict between such terms and conditions and this Agreement, the terms of this Agreement shall prevail.
2.3. This is a license only and not a sale. Licensor owns and retains all right, title and interest, including all related intellectual property rights, in and to the Software, Documentation, Data and Content and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee. The ZOS name, the ZOS logo, the ZHIING name , the ZHIING logo and ZMS name, and any other product or service names associated with the Software or Content are trademarks of Licensee or third parties, and no right or license is granted to use them. Licensee acknowledges that, except as specifically provided under this Agreement, no other right, title, or interest in these items is granted.
2.4. The rights granted under this license may be exercised only by Licensee.
2.5. Licensor shall deliver copies of the Software to Licensee in any appropriate manner chosen by Licensor, including downloading the Software from Licensor’s website(s), pushing the Software to Licensee computers or devices, allowing Licensee to pull Software from Licensor. Licensee may reproduce the Documentation by printing or copying the online files for its own internal use.
3. License Restrictions
3.1. Licensee agrees that it will not itself, or through any parent, subsidiary, affiliate, agent, employee or other third party:
a) sell, lease, license, sublicense, encumber or otherwise deal with any portion of the Software, Content or Documentation;
b) decompile, disassemble, or reverse engineer any portion of the Software, unless and to the extent required under national law;
c) access or use the Software or website in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, function or graphics, or (iii) copy any ideas, features, function, content or graphics;
d) write or develop any derivative software, works, or any other software programs or content based upon the Software or the Content;
e) create Internet links to the Software or frame or mirror any Content on any server or wireless or Internet-based device; or
f) use the Software to provide processing services to third parties, commercial timesharing, rental or sharing arrangements, or on a “service bureau” basis.
3.2. Licensee may make one copy of the Software for archival purposes only. Licensee may not make any other copies of the Software.
4. Payment
4.1. Provided all terms and conditions are adhered to by licensee, there is no payment for the use of this License.
4.2. Licensee is responsible for all taxes, if any, under this Agreement, except for taxes on Licensor’s net income, if any.
5. Support
5.1. The Software is not supported. Licensor makes no guarantees as to the continuous availability of the Software, Content or Data or any specific features of the Software, Content or Data.
5.2. The Software, Content or Data may be subject to limitation, delays and other problems inherent in the use of the Internet, electronic communications and Third Party Software and Third Party Services. Licensor is not responsible for any delays, delivery failures, or other damage resulting from such problems.
6. User Submissions
6.1. You may have the ability to customize the utility box (to include your logo, an image or other content) that enables a user to easily send an address to a mobile device or email account. ZOS reserves the right to remove your ability to use the customizable portion of the utility box at any time.
6.2. You shall be solely responsible for any content submitted by you ("User Submissions") and the consequences of posting or publishing the User Submissions. You affirm, represent, and/or warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and authorize ZOS to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all User Submissions to enable inclusion and use of the User Submissions in the manner contemplated by this Agreement; and (ii) you have the written consent, release, and/or permission of each and every identifiable individual person in the User Submission to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User Submissions in the manner contemplated by this Agreement. By submitting the User Submissions to ZOS, you hereby grant ZOS a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, perform and otherwise exploit the User Submissions in connection with ZOS’ (and its successor's) business, including without limitation for promoting and redistributing part or all of the Software (and derivative works thereof) in any media formats and through any media channels. You also hereby grant each User of the User Submissions a non-exclusive license to access your User Submissions, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Submissions as permitted through this Agreement.
6.3. You further agree that you will not: (i) submit material that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant ZOS all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage ZOS or any third party; (iii) submit material that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements or solicitations of business; or (v) impersonate another person. ZOS does not endorse any User Submission or any opinion, recommendation, or advice expressed therein, and ZOS expressly disclaims any and all liability in connection with User Submissions. ZOS does not permit copyright infringing activities and infringement of intellectual property rights, and does not condone the use of inappropriate content, such as illegal material, pornography, obscene or defamatory material, but ZOS cannot remove infringing Content because ZOS does not control the user websites on which the infringing Content appears.
7. Map and Navigation Information
7.1. The Software may enable third parties to receive map and navigation information on mobile devices and through email after selecting a button on a website running the Software. Before the third party can receive the map and navigation information, however, they must agree to install ZHIING software on their mobile device or computer. Separate terms of use and a separate license must be agreed to be they third party before the ZHIING software can be utilized. You acknowledge and agree that the terms and conditions of the ZHIING terms of use and license control the third party’s use of the ZHIING software.
7.2. Any information provided to Users through the Software is intended for planning purposes only. Users may find that weather, construction projects, traffic conditions or other events may cause road or travel conditions to differ from the map and/or navigation results. The transit information contained in and/or provided through the Software includes information provided by third parties, and is intended for planning purposes only. ZOS makes no representations or warranties regarding the accuracy or completeness of the information.
8. Local Laws and Export Control
8.1. The Software, Content and Data provided under this Agreement may include services and use 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 and the export control regulations of the European Union. Licensee acknowledges and agrees that the Software, Content and Data 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 and/or the European Union 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 Software, Content and Data, Licensee represents and warrants that Licensee is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Licensee agrees to comply strictly with all U.S. and European Union export laws and assume sole responsibility for obtaining any necessary licenses to export or re-export.
8.2. The Software, Content and Data provided by Licensor 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.
8.3. Licensor makes no representation that the Software, Content and Data are appropriate or available for use in other locations. If Licensee uses the Software, Content and Data from outside the United States of America and/or the European Union, Licensee is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Software, Content, Data and Service contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Software, Content and Data, nor any information acquired through the use of the Software, Content and Data, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
9. Third Party Software
9.1. The Software may contain, be derived from or make use of materials or software provided by Third Party Software providers. Such materials or software are subject to restrictions, in addition to those listed in this Agreement. Licensee’s use of Third Party Software and Third Party Service is subject to the terms and conditions provided by such third parties (including warranties and exclusions from liability).
9.2. Licensor reserves the right to replace the Third Party Software with other Third Party Software without notice to Licensee.
10. Warnings and Limitation of Liability
10.1. The Software may work in conjunction with or rely upon third party mapping products, data and content that are not owned or controlled by ZOS in any way and which are used at your own risk. ZOS disclaims all liability that might arise from the use of such products, data or content. ZOS does not verify the validity or accuracy of such products, data and content and your right to use, copy or do anything with such products, data or content is solely at the discretion of the third party provider of such products, data and content.
10.2. Your use of the Software to send an address to a user under certain conditions, such as walking, driving or in other conditions where their attention may be impaired, can lead to their injury or death or to the injury or death of third parties and you accept all risk associated with such use. ZOS disclaims all liability that might arise from your use of the Software under any circumstances where doing so might put third parties at risk or in any kind of danger.
10.3. ZOS does not control who can send a message containing directions and/or a map to a location. Users of the Software should only follow directions or maps to a location that have been received from people they know and trust and do not follow directions or maps from strangers or anyone who might put the user or their possessions in danger. Use of the Software to help someone travel to a location or to meet with a user can lead to their loss of possessions, to their injury or death, or to the injury or death of third parties and you accept all risk associated with such use. ZOS disclaims all liability that might arise from your use of the Software to help a third party travel to a location or to meet with another third party under any circumstances where doing so might put third parties at risk or in any kind of danger.
10.4. ZOS does not provide information regarding the safety or acceptability of locations for which third parties have received directions or a map. Third parties should only follow directions or maps to locations they know and trust and should not follow directions or maps to locations with which they are unfamiliar or uncomfortable. Your use of the Software to help third parties travel to an unsafe location can lead to their loss of possessions, to their injury or death, or to the injury or death of third parties and you accept all risk associated with such use. ZOS disclaims all liability that might arise from your use of the Software to help third parties travel to a location under any circumstances where doing so might put them, their possessions, or other third parties at risk or in any kind of danger.
10.5. IN NO EVENT SHALL ZOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ANY OF THE ABOVE LIMITATIONS OF LIABILITY, (II) ERRORS, MISTAKES, OR INACCURACIES OF SOFTWARE, DOCUMENTATION, CONTENT, DATA, THIRD PARTY SOFTWARE OR THIRD PARTY SERVICE, (III) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SOFTWARE, DOCUMENTATION, CONTENT, DATA, THIRD PARTY SOFTWARE OR THIRD PARTY SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE PROVIDING SOFTWARE, DOCUMENTATION, CONTENT, DATA, THIRD PARTY SOFTWARE OR THIRD PARTY SERVICE, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THAT WEBSITE BY ANY THIRD PARTY, AND/OR (VII) ANY ERRORS OR OMISSIONS IN ANY SOFTWARE, DOCUMENTATION, CONTENT, DATA, THIRD PARTY SOFTWARE OR THIRD PARTY SERVICE OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SOFTWARE, DOCUMENTATION, CONTENT, DATA, THIRD PARTY SOFTWARE OR THIRD PARTY SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
10.6. THE TRANSIT INFORMATION CONTAINED IN AND/OR PROVIDED THROUGH THE SOFTWARE INCLUDES INFORMATION PROVIDED BY THIRD PARTIES, AND IS INTENDED FOR PLANNING PURPOSES ONLY. ZOS MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR COMPLETENESS OF THE INFORMATION.
10.7. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
10.8. The Software is controlled and offered by ZOS from its facilities in the United States of America. ZOS makes no representations that the Software is appropriate or available for use in other locations. Those who access or use the Software from other jurisdictions do so at their own volition and are responsible for compliance with local law.
11. Warranty
11.1. LICENSOR PROVIDES THE SOFTWARE AND CONTENT AS IS.
11.2. YOU AGREE THAT YOUR USE OF THE SOFTWARE AND CONTENT SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ZOS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SOFTWARE AND CONTENT AND YOUR USE THEREOF. ZOS MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THIS SOFTWARE AND CONTENT OR THE CONTENT OF ANY LINKED SITES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF THE SOFTWARE OR CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SOFTWARE OR CONTENT, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE PROVIDING THE SOFTWARE OR CONTENT, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE OR CONTENT BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE. ZOS DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ZOS WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
12. Term and Termination
12.1. This Agreement commences on the Effective Date and will remain in force for an initial period of one year (“Initial Term”), and renew automatically for successive one year terms until this Agreement is terminated, except as set forth below. Licensor reserves the right to require Licensee to terminate this Agreement and to sign a new agreement rather than renew this Agreement and may require the Licensee to access the Software again to obtain a new agreement. Termination of this Agreement shall occur if any of the following events (“Termination Events”) occur, provided that Licensee shall be obligated to pay all monthly recurring fees, if any, for the remainder of the Initial Term, and no such termination will entitle Licensee to a refund of any portion of any monies, if any, which have been paid to Licensor:
a) Licensee is in breach of this Agreement, including breach of the any of the license restrictions set forth above; or
b) Licensee terminates its business activities or becomes insolvent, admits in writing its inability to pay its debts as they mature, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority.
12.2. Termination will become effective immediately. Termination of this Agreement will not affect the provisions relating to the payment of amounts due, provisions limiting or disclaiming Licensor’s liability, provisions regarding non-solicitation and/or applicable law, which provisions will survive termination of this Agreement.
12.3. Within fourteen (14) days after the date of termination or discontinuance of this Agreement for any reason whatsoever, Licensee shall return the Software, content, derivative works and all copies thereof, in whole or in part, all related Documentation and all copies thereof in its possession provided by Licensor.
13. Non-Assignment/Binding Agreement
13.1. Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by Licensee, in whole or in part, whether voluntary or by operation of law, including by way of sale of assets, merger or consolidate, without the prior written consent of Licensor, which consent will not be unreasonably withheld.
14. Miscellaneous
14.1. Force Majeure. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this Agreement if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquakes, fire and explosions, but the inability to meet financial obligations is expressly excluded.
14.2. Waiver. Any waiver of the provisions of this Agreement or of a party’s rights or remedies under this Agreement must be in writing to be effective. Failure, neglect or delay by a party to enforce the provisions of this Agreement or its rights or remedies at any time, will not be construed or be deemed to be a waiver of such party’s rights under this Agreement and will not in any way affect the validity of the whole or any part of this Agreement or prejudice such party’s right to make subsequent action.
14.3. Severability. If any term, condition, or provision in this Agreement is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in this Agreement. If the parties fail to agree on such an amendment, such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
14.4. Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.
14.5. Applicable Law. This Agreement shall be governed, interpreted, construed and enforced in accordance with the laws of the State of California (without giving reference to choice-of-law provisions). Both Parties hereby consent to the exclusive venue and jurisdiction of the courts of the State of California or to the United States District Courts for the State of California, in Santa Barbara County, in any action to interpret, construe or enforce this Agreement or which arises out of or relates in any way to this Agreement and to the service of process for any such action by registered mail return receipt requested or by any other means provided by law. The parties hereto agree to waive any objections on the grounds of forum non conveniens, or otherwise, and to service of process by certified or registered United States mail, postage prepaid, addressed to the party in question.