These Terms of Use (“Terms of Use”) govern your use of the Statistical Zero Group LLC (“StatZero”) (and its affiliated companies) products and services (“Services”) and its website(s) (“Site”).
1.1 License to Use the Services and/or the Site. Subject to the terms and conditionsof these Terms of Use (including the restrictions and limitations set forth in Section 1.2 below),Stat Zero hereby grants you a limited, non-exclusive, non-transferable right and license under itsapplicable intellectual property rights to use the Services and/or the Site during the term of theseTerms of Use. The Stat Zero website, together with the software, data and other content containedin, or available through, such website(s), shall be referred to herein as the “Site”. Stat Zero retainsthe right to modify, change, or otherwise alter these Terms of Use at any time, and without noticeto you.
1.2 Restrictions. The rights granted to you in these Terms of Use are subject to the following restrictions: you shall not (a) copy, modify, make derivative works based on, or publicly display the Services and/or the Site (or any portion thereof), other than as expressly permitted under these Terms of Use, (b) distribute, sell, rent, lease, transfer or sub license or provide access to third parties to the Services and/or the Site (or any portion thereof); (c) decompile, reverse engineer, disassemble or otherwise determine or attempt to determine the source code of any software included in the Services and/or the Site; (d) copy, frame or mirror any part or content of the Services and/or the Site, other than copying or framing on your own intranets or otherwise for your own internal business purposes; (e) analyze, use or otherwise access the Services and/or the Site to build a similar or competitive product or service, to copy its features or functionality or for any other bench marking or competitive purpose; (f) access or attempt to access the Services and/or the Site improperly or use the Services and/or the Site other than as permitted by these Terms of Use, (g) use the Services and/or the Site with any application not supported by Stat Zero, (h)disrupt, interfere with, or intentionally damage or impede the Services and/or the Site (or attempt to do so) , (i) provide or submit to Stat Zero, post to the the Site, or use the Services and/or the Site to store or transmit, any content or information that is libelous, defamatory, vulgar, obscene,harassing, abusive, or unlawful or that violates the privacy or intellectual property rights of a third party, (j) modify the Services and/or the Site, or any software or other content included therein, in any way that infringes the intellectual property rights of a third party, (k) upload or transmit to the Site any computer virus, worm, Trojan horse or other malicious code, (l) advertise or offer to sell any products or services or conduct surveys or contests through the Services and/or the Site, (m)harvest, mine or otherwise collect data from others through the Services and/or the Site without their consent, (n) use the Stat Zero proxy to transmit spam, chain letters or other similar unsolicited e-mails, hack into a third party website, or mask an identity or location, or (o) permit, or provide assistance to, any other party in doing any of the foregoing. Further, you agree to use the Services and/or the Site only in compliance with all applicable laws and regulations.
1.3 Ownership. Stat Zero and its licensors retain ownership of the Site and all software, data and other content contained therein or provided by Stat Zero in connection with the Services and/or the Site. Subject to the limited rights and licenses expressly granted under these Terms of Use, all right, title and interest in and to the Services and/or the Site (and all software,data and other content contained therein or provided by Stat Zero in connection therewith),including all intellectual property rights therein, are owned by, and shall remain the exclusive property of, Stat Zero and its licensors. As between you and Stat Zero, you retain sole ownership of, and retain all right, title and interest in, your data, content, communications and other information that you post or provide to Stat Zero in connection with your use of the Services and/or the Site (“Your Information”), subject to Stat Zero’s right to use Your Information in the provision of any services to you, as otherwise set forth in these Terms of Use or other service agreement between you and Stat Zero, and as required by law.
1.4 License to Stat Zero to Use Suggestions and Modifications. You grant to StatZero a royalty-free, worldwide, sub-licensable, transferable, irrevocable, perpetual right and license to use and/or incorporate into the Services and/or the Site (or any component thereof), any modifications, enhancements, ideas or suggestions that you request, recommend, suggest or otherwise provide to Stat Zero relating in any way to the operation, features or functionality of the Services and/or the Site (including the right to copy, modify, distribute and publicly perform and display any such modifications, enhancements, ideas and/or suggestions).
1.5 Trademarks and Copyright Notices. All trademarks, logos and service markscontained in the Services and/or the Site or the software or other content associated with theServices and/or the Site (“Marks”) are the property of Stat Zero or other third parties. You are notpermitted to use any Mark without the prior written consent of its owner except as otherwiseexpressly permitted under these Terms of Use. You shall not delete or falsify any copyrightnotices, author attributions or other proprietary designations contained in content located on theServices and/or the Site or accessed through the Services.
1.6 Copyright Policy. Stat Zero respects the intellectual property of others and asks that its customers do the same. Stat Zero has adopted and implemented a policy respecting copyright law that provides for removal of infringing materials. If you believe that one of StatZero’s users is, through the use of the Services and/or the Site, unlawfully infringing the copyright(s) in a work, and you wish to have the allegedly infringing material removed, please contact us at info@statisticalzero.com.
1.7 Additional Customer Duties;
Indemnification. As between you and Stat Zero,you shall be solely responsible for the accuracy, integrity and legality of Your Information. You agree to indemnify and hold harmless Stat Zero, its subsidiaries, and their respective affiliates,officers, directors, employees, contractors and agents, from and against any losses, costs (including attorney’s fees), damages, claims, suits, proceedings, settlements and causes of action arising out of or related to (a) Your Information, (b) the misuse of the Services and/or the Site, or any violation of these Terms of Use or applicable law, by you, or other individuals who gained access to the Services and/or the Site as a result of their association with you, or (c) any breach or alleged breach by you of an agreement between you and a third party (including, without limitation, customers,clients, suppliers, employees and contractors) or any other claim from a third party related to your relationship with, or duties owed to, such party.
Stat Zero reserves the right to perform routine system maintenance and systems updates to the Services and/or the Site at any time, without notification to you.
3.1 Definition. As used herein, "Confidential Information" means all confidentialinformation disclosed or made available by a party ("Disclosing Party") to the other party("Receiving Party") in connection with Stat Zero’s provision of the Services and/or the Site to you,whether orally or in writing, that is designated as confidential or that reasonably should beunderstood to be confidential given the nature of the information. Without limiting the foregoing,(a) each party’s Confidential Information shall include its business, marketing and sales plans,financial and technical information, and information related to its current or planned products andservices, (b) Your Confidential Information shall include Your Information and (c) Stat ZeroConfidential Information shall include all software, technology, information and other contentcontained in the Services and/or the Site, along with any Stat Zero third party information entrustedto Stat Zero and shared with you in the course of your use of the Services and/or the Site.
3.2 Obligations. The Receiving Party shall hold in confidence and not disclose to any third party the Disclosing Party’s Confidential Information, except as otherwise approved in writing by the Disclosing Party. The Receiving Party shall not use the Disclosing Party’s Confidential Information other than as permitted by these Terms of Use. The Receiving Party shall protect the Disclosing Party’s Confidential Information using at least the same degree of care that it uses to protect its own confidential information of similar kind, but in no event less than a reasonable degree of care, and shall limit access to the Disclosing Party’s Confidential Information to those of its employees and consultants having a need to know and who are subject to an agreement with the Receiving Party that contains non-disclosure and non-use obligations at least as restrictive as those contained herein. Each party will promptly notify the other in the event that it becomes aware of any loss or unauthorized disclosure of the other party’s Confidential Information. Notwithstanding the foregoing, a Receiving Party shall have no obligation under this Section 3.2 with respect to any Disclosing Party Confidential Information that (a) was in the public domain or generally known to the public at the time it was provided or made available to the Receiving Party by the Disclosing Party, or subsequently enters the public domain or becomes generally known through no breach of these Terms of Use by the Receiving Party, (b) the Receiving Party can show was either known by the Receiving Party prior to the time it was provided or made available by the Disclosing Party, or subsequently received from a third party without breach of confidentiality obligations owed to the Disclosing Party, or (c) the Receiving Party can show was independently developed by the Receiving Party (as evidenced by the Receiving Party’s written records). In addition, the Receiving Party may disclose the Disclosing Party’s Confidential Information to the extent such disclosure is required by law or a valid order of a court or other governmental body having jurisdiction, provided that the Receiving Party provides the Disclosing Party with reasonable prior written notice of such disclosure (to the extent legally permitted) and cooperates with the Disclosing Party in any lawful action to contest or limit such disclosure. Notwithstanding anything contained in this Section 3.2 to the contrary, Stat Zero shall be permitted to (i) provide access to Your Information to providers of third-party services and/or applications utilized in Stat Zero’s provision of the Services and/or the Site and (ii) disclose Your Confidential Information to its affiliated entities (and their employees and contractors) as it deems necessary or advisable in connection with your use of the Services and/or the Site.
3.3 Disclaimer. Certain of the Your Information or other data that you provide in connection with your use of the Services and/or the Site may be stored on a cloud computing platform controlled by a third party. Stat Zero believes that third-party platform to be highly secure but can provide no assurances that Your Information or other data stored on such platform will be free from access or discovery by a third party. You acknowledge and agree that Stat Zero is not responsible for, and shall have no liability with respect to, any dissemination or discovery of your data, content, communications or other information (including Your Confidential Information) that occurs as a result of that third party platform being breached or improperly accessed or used or through the intentional misconduct or negligence of the third party’s employees, contractors or agents.
ALL SERVICES PROVIDED UNDER THESE TERMS OF USE ARE PROVIDED “ASIS” AND WITHOUT WARRANTY OF ANY KIND. STAT ZERO MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SERVICES AND/OR THE SITE, SOFTWARE OR OTHER CONTENT, MATERIALS OR INFORMATION PROVIDED OR MADE AVAILABLE IN CONNECTION WITH THESE TERMS OF USE AND STAT ZERO DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. WITHOUT LIMITING THE FOREGOING, STAT ZERO PROVIDES NO WARRANTY THAT USE OF THE SERVICES AND/OR THE SITE WILL BE SECURE OR FREE FROM BUGS, VIRUSES OR ERROR, THAT THE SERVICES AND/OR THE SITE, OR ANY FEATURES OR FUNCTIONALITY THEREOF, WILL BE UNINTERRUPTED OR AVAILABLE WHEN NEEDED OR THAT THE DATA AND INFORMATION YOU PROVIDE IN CONNECTION WITH USE OF THE SERVICES AND/OR THE SITE WILL BE SECURE, BACKED-UP OR PRESERVED. THE FOREGOING DISCLAIMERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
ANY DATA YOU ENTER INTO THE SERVICES AND/OR THE SITE, AND ANY CUSTOMIZATION MADE TO THE SERVICES AND/OR THE SITE BY OR FOR YOU,DURING ANY TRIAL PERIOD MAY BE LOST. YOU ACKNOWLEDGE THAT,FOLLOWING THE TERMINATION OF YOUR AGREEMENT WITH STAT ZERO, STATZERO WILL HAVE NO OBLIGATION TO RETAIN OR STORE ANY DATA OR OTHER INFORMATION THAT YOU SUBMIT TO OR THROUGH THE SERVICES AND/OR THE SITE. YOU ARE ADVISED TO BACK UP AND STORE ANY DATA OR OTHER INFORMATION THAT YOU SUBMIT TO OR USE WITH THE SERVICES AND/OR THE SITE.
IN NO EVENT SHALL STAT ZERO’S AGGREGATE LIABILITY ARISING UNDER OR RELATED TO THESE TERMS OF USE ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID TO STAT ZERO BY YOU FOR USE OF THE SERVICES AND/OR THE SITE DURING THE 6 MONTHS PRECEDING THE DATE THE CAUSE OF ACTION AROSE. IN THE EVENT YOU ARE USING SITE DURING A TRIAL PERIOD, SUCH LIMIT SHALL BE SET AT $500.00. IN NO EVENT SHALL STATZERO, OR ITS LICENSORS, BE LIABLE YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST BUSINESS, LOST DATA, FOR COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL,INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE OR ANY SERVICES PROVIDED HEREUNDER HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICTLIABILITY OR OTHERWISE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF STAT ZERO HAS BEEN ADVISED, OR SHOULD HAVE BEEN AWARE,OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE FOREGOING LIMITATIONS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
For information regarding Stat Zero’s privacy policy and how any data orinformation that you provide will be treated, please read the Stat Zero privacy policy (located athttps://StatZero.io/privacypolicy, and https://ClubZero.io/privacypolicy), which is incorporatedherein by reference. By accepting these Terms of Use, you agree to Stat Zero’s use of the data andother information you submit through the Site or otherwise provide to Stat Zero in accordance withsuch privacy policy and these Terms of Use.
Stat Zero may terminate your use of the Services and/or the Site for any reason, at anytime, unless otherwise obligated under the terms of a services agreement. You may terminate your use of the Services and/or the Site for any reason at any time, unless otherwise obligated under the terms of a services agreement. Upon termination of these Terms of Use, all rights and license s granted to you to access and use the Services and/or the Site shall cease immediately and your access to the Services and/or the Site will be disabled and discontinued. YOU ACKNOWLEDGE THAT FOLLOWING TERMINATION OF THESE TERMS OF USE YOU MAY LOSE INFORMATION AND DATA THAT YOU STORED IN, OR OBTAINED THROUGH USE OF THE SERVICES AND/OR THE SITE. IT IS YOUR SOLE RESPONSIBILITY TO BACKUP AND PRESERVE THIS INFORMATION AND DATA PRIOR TO THE TERMINATION OF YOUR USE OF THE SERVICES AND/OR THE SITE. Notwithstanding the foregoing, the following sections (or portions thereof) of these Terms of Use, and the rights and obligations thereunder, shall survive any expiration or termination of these Terms of Use: 1.2 through 1.7(inclusive), 3, 4, 5, 6, 8, 10, 11 and 13, along with the final sentence of Section 2 and the disclaimer contained in Section 9.
The Services and/or the Site is designed to interoperate with certain third-party tools,applications and services (including, but not limited to, APIs, content delivery networks and computational tools) (“Third-Party Applications”). You acknowledge and agree that its use of,and any warranties respecting, any such Third-Party Applications are governed by a separate agreement between you and the provider of such Third-Party Application and that Stat Zero has no responsibility or liability related to the performance or your use of Third-Party Applications.If you install or enable a Third-Party Application for use with the Services or the Services and/or the Site, you hereby (a) grant Stat Zero the right to permit the provider of such Third-Party Application to access Your Information and accounts and (b) agree to grant Stat Zero access to your accounts for such Third-Party Applications, in each case as required for the interoperation of the Third-Party Applications with the Services and/or the Site. Stat Zero is not responsible for any disclosure, loss, or corruption of Your Information resulting from access by a Third-Party Application.
You acknowledge and agree that Stat Zero has the right to modify the features and functionality of the Services and/or the Site from time to time without prior notice to you, including the right to discontinue any feature or functionality. Without limiting the foregoing, Stat Zero has the right to discontinue any features of the Services and/or the Site that rely on Third Party Applications in the event that such Third-Party Applications are no longer available to Stat Zero or are no longer available on terms that Stat Zero deems to be commercially reasonable.
11.1 Governing Law and Venue These Terms of Use and performance by the parties hereunder shall be construed in accordance with the laws of the State of California, U.S.A., without regard to conflicts of laws provisions thereof. You consent to the exclusive jurisdiction of, and venue in, the state and federal courts within the Northern District of California for any action or proceeding arising from or relating to these Terms of Use. Notwithstanding the foregoing, StatZero may seek injunctive or other equitable relief to protect its intellectual property rights in any court of competent jurisdiction.
11.2 Export Compliance. You acknowledge and agree that the Services and/or the Site provided by Stat Zero, under these Terms of Use, may be subject to restrictions and controls imposed by the United States Export Administration Act, and the regulations thereunder. You represent and warrant that (a) you will not export or provide any software or other information or data provided or made available by Stat Zero under these Terms of Use into any country or to any individual in violation of such restrictions or controls, or any other applicable export laws, rules or regulations and (b) you are not named on any U.S. government list of persons or entities prohibited from receiving exports.
11.3 Severability. If any provision of these Terms of Use is held invalid or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to make such provision valid and enforceable and the remaining provisions of these Terms of Use shall remain in effect and enforceable in accordance with their terms.
11.4 Assignment You may not assign or transfer these Terms of Use or any rights or obligations hereunder, whether voluntary, by operation of law, or otherwise, without the prior written consent of Stat Zero. Any assignment made without the prior written consent of Stat Zero shall be null and void. Stat Zero may assign these Terms of Use at any time including to any successor in interest by way of merger, stock purchase, or acquisition of all or substantially all of the Stat Zero business or assets to which these Terms of Use relates. Stat Zero reserves the right to delegate any or all of its obligations under these Terms of Use to a Stat Zero subsidiary. Subject to the foregoing provisions of this Section, these Terms of Use shall be binding on and inure to the benefit of the parties’ successors and assigns.
11.5 Waiver The failure of either party to exercise any right granted herein or to require any performance of any term of these Terms of Use or the waiver by either party of any breach of these Terms of Use by the other party shall not prevent a subsequent exercise or enforcement of,or be deemed a waiver of any subsequent breach of, the same or any other term of these Terms of Use.
11.6 Relationship of the Parties; No Third Party Beneficiaries. Nothing in these Terms of Use shall constitute or create a joint venture, partnership, or any other similar arrangement between the parties. No party is authorized to act as agent for the other party hereunder except as may be otherwise expressly stated in these Terms of Use. There are no third party beneficiaries to these Terms of Use.
11.7 Equitable Remedies. You acknowledge that the Services and/or the Site contain valuable trade secrets and proprietary information, that any actual or threatened breach by you of Section 1 or 3 will constitute immediate, irreparable harm to Stat Zero for which monetary damages alone would be an inadequate remedy and that Stat Zero may seek injunctive relief for such breach.
11.8 Force Majeure. Stat Zero shall not be responsible for any failure to perform or delay attributable in whole or in part to any cause beyond Stat Zero’s reasonable control, including but not limited to Acts of God (including, without limitation, earthquakes, fires, floods, landslides,tornadoes, hurricanes and severe storms), government actions, war, terrorism, civil disturbance,insurrection, sabotage, labor shortages or disputes, delays due to customs or other requirements imposed by foreign jurisdictions (or any agency or body thereof), shortage of energy or equipment,or your fault or negligence.
11.9 Construction. The section headings in these Terms of Use are for convenience only and are not to be used in the interpretation of these Terms of Use.
11.10 Federal Government Use. If the Services and/or the Site, or any portion thereof,are provided or made available for use by a federal government agency or body, the rights granted in the Services and/or the Site (and all technical data and software associated therewith) to such government agency or body include only those rights customarily provided to the other users of the Services and/or the Site as described in these Terms of Use. All technical data, software and content included within the Services and/or the Site were developed exclusively at private expense.This customary commercial license is provided in accordance with FAR 12.211 (Technical Data)and FAR 12.212 (Computer Software) or, if applicable, under equivalent DFAR provisions. If a government agency or body has a need for rights not conveyed under these terms, it must negotiate with Stat Zero to determine if there are acceptable terms for transferring such rights, and a mutually accepted written addendum specifically conveying such rights must be included in any applicable agreement.