1. ACCESS TO AND USE OF THE WEBSITE
1.1 Use of the Website. The Website is not targeted towards children under the age of thirteen (13). By accessing or using the Website, you represent and warrant that you are eighteen (18) years of age or older. You may not use the Website or any information gathered therefrom to provide information or data that is useful to an entity that is engaged in business in competition with Zenith.
1.2 Restrictions on Use of the Website. You agree that you will access and use the Website only in a lawful manner and in accordance with these Terms. Additionally, you agree that you will not:
(a) Gain access, or attempt to gain access, to any portion of the Website, or any systems or networks connected to the Website, by hacking or via any other illegitimate or unlawful means;
(b) Create or maintain any link from another site to any page on the Website without Zenith’s prior written permission;
(c) Run or display the Website (or any material on the Website) in frames or through similar means on another site, application or location, without Zenith’s prior written permission;
(d) Modify the information or materials located on the Website in any way or reproduce or publicly display, perform, or distribute or otherwise use any such materials for any public, non-personal or commercial purpose, except as provided herein;
(e) Use any deep-link, page-scrape, robot, spider, site search application or other automatic device, program or methodology, or any similar or equivalent manual process, to access, copy, retrieve, monitor, mirror, reproduce or index the Website, or any portion of the Website;
(f) Collect any data or information regarding users and/or devices, including personal information, preferences, or email addresses;
(g) Create or transmit unsolicited electronic communications, such as spam, use any device, software or routine to interfere or attempt to interfere with the proper working of the Website, or otherwise interfere with users’ enjoyment of the Website;
(h) Transmit or upload to the Website any item containing or embodying any virus, worm, defect, trojan horse, software bomb or other harmful or malicious code or feature that does or could interfere with, damage or degrade in any manner the performance or security of the Website or adversely affect a user;
(i) Take any action that imposes, in our sole discretion, an unreasonable or disproportionately large load on the Website or the IT infrastructure used to operate the Website;
(j) Submit to the Website any content that is unlawful or facilitates, constitutes, promotes or encourages illegal activity or otherwise use the Website to transfer or store illegal material;
(k) Scan or test the vulnerability of the Website or any network connected to the Website;
(l) Access or use the Website in any manner which would violate any applicable local, state, federal or international law (including any laws regarding the export of firearms, data or software to and from the United States or other countries); or
(m) Attack the Website via a denial-of-service attack or a distributed denial-of-service attack.
1.3 Changes to the Website. From time to time and without prior notice to you, we may change, expand and improve the Website and its available functions and features. We may also, at any time, selectively disable portions or the entirety of the Website without prior notice to you. Any modification or disabling of the Website will be done at our sole and absolute discretion and without an ongoing obligation or liability to you, and your use of the Website does not entitle you to the continued provision or availability of the Website.
1.4 Termination. Zenith may deny you access to the Website at any time, immediately and without notice, if in Zenith’s sole discretion you fail to comply with any of the Terms. Upon termination, you will have no further access to, and we may delete, any information, materials or data submitted to us via the Website, for example, profile information. You agree that we will have no liability whatsoever to you or any other party as a result of a termination of your access to our Website.
1.5 Content and Accuracy. All features, content, availability, specifications, products and services described or depicted on the Website are subject to change at any time without notice. The inclusion of any products or services on the Website at a particular time does not imply or warrant that these products or services will be available at any time. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. We attempt to ensure that information on the Website is complete, accurate and up-to-date; despite our efforts, the information on the Website may occasionally be inaccurate, incomplete or out-of-date. We make no representation as to the completeness, accuracy or currency of any information on the Website. For example, products or services included on the Website may be unavailable or may have different attributes than those listed.
1.6 Compliance with Law. The Website is not intended to subject Zenith to the laws or jurisdiction of any state, country or territory other than that of the United States, and we do not represent or warrant that the Website or any part thereof are appropriate or available for use in any jurisdiction besides the United States. It is your responsibility to ascertain and obey all applicable local, state, federal and international laws in regard to the possession, use and/or purchase of any product or service depicted on the Website.
1.7 Cooperation with Law Enforcement. We have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of users and/or devices using or accessing the Website. YOU WAIVE AND HOLD HARMLESS ZENITH AND ITS SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF THEIR INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY ANY SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
1.8 Ideas. You understand and acknowledge that we may: (a) be working on the same or similar idea to any ideas, expression of ideas or other materials you submit to Zenith via the “Contact” page (each, an “Idea”); (b) already know of such Idea from other sources; and/or (c) wish to develop such Idea or a similar idea on our own. Ideas shall become the exclusive property of Zenith. By submitting any such Idea to Zenith, you agree that you are transferring and assigning, at no charge, all of your right, title and interest in the Idea, including all patents, copyrights and other intellectual property rights.
1.9 Third Party Links. From time to time, the Website may contain links to and/or functionality interacting with third party sites that are not owned, operated or controlled by Zenith. All such links and/or functionality are provided solely as a convenience and do not constitute an endorsement by Zenith. If you use these links, you will leave the Website. We are not responsible for any content, materials or other information located on or accessible from any other site. We do not endorse, guarantee, or make any representations or warranties regarding any other site; any content, materials or other information located or accessible from such sites; or any results that you may obtain from using such sites. We also do not guarantee that links and/or functionality provided by third parties will be available or error-free, uninterrupted, free from viruses and/or unauthorized access, or otherwise meet your requirements. Any information collected by the third party sites is subject to their own privacy policies. IF YOU DECIDE TO ACCESS ANY OTHER SITE LINKED TO OR FROM THE WEBSITE, YOU DO SO ENTIRELY AT YOUR OWN RISK.
2. INTELLECTUAL PROPERTY
2.1 Reservation of Rights. Any and all intellectual property and proprietary rights associated with the Website and its content, including, without limitation, the design, text, graphics, product pictures, software, code, videos, information, the look-and-feel of the Website, and other materials displayed on or used in connection with the Website, and the arrangement thereof, design marks and slogans, any trademarks, trade-dress, trade secrets, copyrights and patents (“Intellectual Property”), are the sole property of Zenith. You do not possess, and Zenith does not grant to you, any express or implied rights, including, without limitation, a license, to any Intellectual Property, and all such rights are retained by Zenith. Except as otherwise expressly authorized by Zenith, you may not copy, reproduce, modify, reformat, lease, loan, sell, create derivative works from, upload, transmit, or distribute the Intellectual Property in any way. You agree not to remove, obscure, or alter any such proprietary notices which may be affixed to or contained on all authorized copies of the materials containing Zenith’s Intellectual Property therein.
2.2 No Use of Zenith’s Trademarks. Without the prior written consent of Zenith, you are not authorized to (a) use any Zenith’s trademarks in any manner; (b) use any meta tags or any other “hidden text” utilizing any Zenith’s trademarks; (c) use any of the Website’s domain names or any domain name that is confusingly similar to Zenith’s domain names; or (d) use Zenith’s trademarks as a pseudonymous return e-mail address for any communications that you transmit from another location or through another service.
2.3 Use of Product Information and Photos. Distributors and dealers may use the product information and photos on the Website for promoting the products sold by Zenith. However, the product information and photos are provided on an “as-is” basis, and distributors and dealers use such information and photos at their own risk.
4. WARRANTY DISCLAIMERS
4.1 NO WARRANTY. WE DO NOT AND CANNOT WARRANT THAT THE WEBSITE (INCLUDING ITS ELEMENT) WILL BE ERROR-FREE, UNINTERRUPTED, FREE FROM VIRUSES AND/OR UNAUTHORIZED ACCESS, OR OTHERWISE MEET YOUR REQUIREMENTS. YOUR USE OF THE WEBSITE (INCLUDING ANY ELEMENT OF THE WEBSITE) IS AT YOUR OWN RISK. THE INFORMATION, MATERIALS, PRODUCTS AND SERVICES PROVIDED ON OR IN CONNECTION WITH THE WEBSITE ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. NEITHER ZENITH, NOR ANY OF ITS AFFILIATES, SERVICE PROVIDERS OR SUPPLIERS, WARRANT THE ACCURACY OR COMPLETENESS OF THE INFORMATION, MATERIALS, PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE WEBSITE. THE INFORMATION, MATERIALS, PRODUCTS AND SERVICES PROVIDED ON OR THROUGH THE WEBSITE MAY BE OUT-OF-DATE, AND NEITHER ZENITH NOR ANY OF ITS AFFILIATES, SERVICE PROVIDERS OR SUPPLIERS MAKE ANY COMMITMENT OR ASSUME ANY DUTY TO UPDATE SUCH INFORMATION, MATERIALS OR SERVICES. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ZENITH HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES WITH RESPECT TO THE PRODUCTS AND SERVICES LISTED ON OR THROUGH THE WEBSITE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ZENITH HEREBY EXPRESSLY DISCLAIMS ALL LIABILITY FOR PRODUCT OR SERVICE DEFECTS OR FAILURES, CLAIMS THAT ARE DUE TO NORMAL WEAR, PRODUCT MISUSE, ABUSE, PRODUCT MODIFICATION, IMPROPER PRODUCT SELECTION, NON-COMPLIANCE WITH ANY CODES, OR MISAPPROPRIATION (INCLUDING UNAUTHORIZED ACCESS OR MISAPPROPRIATION OF YOUR PERSONAL INFORMATION). WE MAKE NO WARRANTIES TO THOSE DEFINED AS “CONSUMERS” IN THE MAGNUSON-MOSS WARRANTY-FEDERAL TRADE COMMISSION IMPROVEMENTS ACT. THE FOREGOING EXCLUSIONS OF IMPLIED WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
5. LIMITATION OF LIABILITY
5.1 NO DAMAGES. IN NO EVENT SHALL ZENITH BE LIABLE TO YOU ON ACCOUNT OF YOUR USE, MISUSE OR RELIANCE ON THE WEBSITE OR ITS AVAILABLE FEATURES AND TOOLS, FOR ANY DAMAGES WHATSOEVER, INCLUDING SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, WHETHER BROUGHT IN WARRANTY, CONTRACT, INTELLECTUAL PROPERTY INFRINGEMENT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF ZENITH IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, ARISING OUT OF OR CONNECTED WITH (A) THE USE (OR INABILITY TO USE), AVAILABILITY OR PERFORMANCE OF, OR RELIANCE ON, THE WEBSITE OR ITS AVAILABLE FEATURES, TOOLS, CONTENT AND MATERIALS; (B) ANY PRODUCTS OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE WEBSITE. IN NO EVENT WILL ZENITH BE LIABLE FOR DAMAGES THAT EXCEED $500.
6.1 Indemnity. You agree to indemnify and hold harmless Zenith and its present and future employees, contractors, vendors, subcontractors, service providers, manufacturers, officers, directors, trustees, agents, successors, assigns, associates, affiliates and representatives from any and all losses, liabilities, claims, demands, damages, costs or expenses (including reasonable attorneys’ fees), causes of action, suits, proceedings, judgments, awards, executions and liens, whether brought by third parties or otherwise, arising out of, connected with or related to: (a) your breach of any of the Terms; (b) your use of the products’ information and photos pursuant to these Terms; (c) your activities in connection with obtaining any products or services from Zenith or other third party distributors; (d) your violation of any law, or the rights of a third party, including, without limitation, the infringement by you of any intellectual property or other right of any person or entity; or (e) your use of, or conduct on, the Website.
6.2 Survival. The foregoing indemnity obligations will survive termination of your access to the Website.
6.3 Zenith’s Participation. Zenith reserves the right, at its own expense, to participate in the defense of any matter subject to indemnification by you, which will not excuse your indemnity obligations. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Zenith.
7.1 Choice of Law. These Terms will be governed by and construed in accordance with the laws of the State of Virginia, without giving effect to its conflict of laws provisions. You agree to submit to personal jurisdiction in Nelson County, Virginia, and waive any improper venue or forum non conveniens defense.
7.3 Waiver. Any waiver of any provision of the Terms will be effective only if in writing and signed by you and Zenith. No failure or delay by Zenith in exercising any right, power, or privilege under these Terms will operate as a waiver thereof.
7.4 Severability. If for any reason a court of competent jurisdiction finds any provision of the Terms to be invalid or unenforceable, that provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision, and the remainder of these Terms will continue in effect and remain fully enforceable.
7.5 Assignment. You may not assign or otherwise transfer your obligations or interests under these Terms, in whole or in part. Any attempt to do so shall be void. Zenith may freely assign these Terms.
7.6 Equitable Relief. You agree that monetary damages may not provide a sufficient remedy to us for violations of the Terms and you consent to injunctive or other equitable relief for such violations.
7.7 No Third Party Beneficiary. Nothing in these Terms is intend to confer upon you or any third parties any rights, remedies, or benefits not otherwise expressly conferred.
7.8 No Agency. Your use of the Website does not create any partnership, agency, joint venture, fiduciary or other similar relationship between Zenith and you.
7.9 Headings. The paragraph headings herein have been inserted solely for convenience of reference and in no way define, limit or describe the scope or substance of any provision of these Terms.
8. NOTICE FOR CALIFORNIA USERS
8.1 Consumer Complaint. This notice is for our California users: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
9.1 Applicability. The terms of this Section will apply to all disputes that may arise out of, are connected with or relate to these Terms or the Website, subject only to the following two exceptions: (a) if Zenith reasonably believes that you have in any manner acted or failed to act in any manner that may cause harm to Zenith or any third party, Zenith may seek injunctive or other appropriate relief in any court of competent jurisdiction; (b) any dispute may, at the option of the claiming party, be resolved in small claims court in Nelson County, Virginia, provided that all claims by all parties in the dispute fall within the jurisdiction of the small claims court but subject to Section 9.2 “Informal Resolution.” Furthermore, in no event will this Section limit Zenith’s ability to investigate complaints or reported violations of these Terms, or to take any action Zenith deems necessary and appropriate to mitigate damages to Zenith, including reporting any suspected unlawful activity to law enforcement officials, regulators, or other third parties.
9.2 Informal Resolution. If you have any dispute with us or any related third party, arising out of, relating to, or connected with these Terms or the Website, you agree to contact us, provide a brief, written description of the dispute and your contact information, and give Zenith 30 days within which to resolve the dispute to your satisfaction. If the parties fail to resolve the dispute through good faith negotiations under this informal process, you may pursue the dispute in accordance with the arbitration agreement below.
9.3 Arbitration Agreement. Any claims by Zenith, or claims by you that are not resolved by the informal resolution procedure in Section 9.2 above, arising out of, relating to, or connected with these Terms or the Website, must be asserted individually in binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes (including utilizing desk, phone or video conference proceedings where appropriate and permitted, to mitigate costs of travel). These Terms and each of their parts evidence a transaction involving interstate commerce, and the Federal Arbitration Act (9 USC §1, et. seq.) will apply in all cases and govern the interpretation and enforcement of the arbitration rules and arbitration proceedings. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. In addition to and notwithstanding the terms stated above, the following will apply to your disputes: (a) the arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of these Terms, including any claim that all or any part of these Terms is void or voidable; (b) the arbitrator will not have the power to conduct any form of class or collective arbitration or join or consolidate claims by or for individuals; and (c) you hereby irrevocably waive any right you may have to a court trial (other than small claims court as provided above) or to serve as a representative, as a private attorney general, in any other representative capacity, or to participate as a member of a class of claimants, in any lawsuit, arbitration or other proceeding against us or related third parties arising out of, relating to, or connected with these Terms or the Website.
9.4 Limitation of Actions. Regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of, relating to, or connected with your use of the Website, must be filed within one calendar year after such claim or cause of action arises, or forever be barred.
If you have any questions or comments regarding these Terms, please contact: firstname.lastname@example.org.
These Terms were last modified and effective as of September 24, 2015.