END-USER LICENSE AGREEMENT (EULA)

Please read through these Terms & Conditions carefully. By accessing the Gadzoom web sites at www.gadzoom.net or www.projsync.com (Site), or by Gadzoom’s mobile app, or by otherwise accessing any content found on this web site, you are deemed to have entered into this agreement with Gadzoom, Inc. and to have agreed to be bound by the terms set out below. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "DO NOT AGREE" BUTTON AND DO NOT INSTALL OR USE THE SOFTWARE. THIS AGREEMENT MUST BE ACCEPTED BY AN AUTHORIZED REPRESENTATIVE OF THE END USER OF THIS PRODUCT PRIOR TO CONTINUING. BY CLICKING THE ACCEPTANCE BUTTON BELOW, YOU ASSERT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE END USER WITH AUTHORITY TO ENTER INTO THIS AGREEMENT.

This End User License Agreement ("EULA") is made and entered into by and between Gadzoom, Inc. ("Licensor") and You (either an individual or a legal entity), the "Licensee," as defined herein for the licensing and usage of the Licensor's software. Licensee acknowledges and agrees that Licensee's right to use the software in any manner, including www.gadzoom.net and www.projsync.com website (the “Site”), mobile web sites, and other internet enabled or wireless means by which Gadzoom, Inc. provides content to you shall be controlled by this EULA and that such use shall be strictly in accordance with the terms and conditions of this EULA.

Grant of License

Licensor grants to Licensee a non-exclusive, non-transferable, limited license, without right to sublicense, to use the software and any accompanying written materials and any documents or other content produced using the software (collectively, the "Product") only for document creation for a single submission. Licensee shall have no right to modify or copy any portion of any documents or other content produced using the software or otherwise use the Product for additional submissions or for any purpose other than the single submission identified above. Licensor reserves all rights not expressly granted to Licensee or to Licensee. The limited license granted by this EULA and Licensee's payment of the license fee give Licensee the right to use the Product only in accordance with the terms of this EULA. This license is not a sale of the original software or any copy.

Confidentiality

Licensee agrees that the Product is based on and includes one or more proprietary trade secrets, copyrights, patent applications, and/or granted patents ("Intellectual Property") of Licensor. Possession and use of the Product shall be strictly in accordance with this EULA, and receipt or possession does not convey any rights to divulge, reproduce, or allow others to use the Product outside the terms of this EULA without specific written authorization of Licensor. Licensee agrees not to disclose, publish, translate, release, or distribute copies of the Product or any portion thereof to others outside the terms of this EULA. Licensee may not modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on any portion of the Product, including any documents or other content produced using the software.

Ownership of Product

Title to, ownership of, and all rights and interests in the Product, all copies thereof, and "Intellectual Property" relating thereto, remains at all times vested in Licensor.

FREE Trial Version

Gadzoom offers its subscription to software/services on a free trial basis. The trial subscription allows you to create documents using the program in order to experience the use of the program. No credit card is required to create a Free Trial account. The free trial subscription version is complete and fully functional, with the exception of the use of editing features and access to Gadzoom’s mobile applications. In all other respects the free trial is the same as the paid version. Documents created during the free trial will only be partially viewable and will contain a "SAMPLE" watermark. Full versions of the documents created during the free trial will be retrievable after purchase of a paid subscription. Use of mobile applications is not available with the free trial version.

Subscription

Gadzoom software/services are made available on a Subscription basis. Subscriptions are sold by period and quantity, with the specific duration and quantity specified at point and time of purchase. Gadzoom, Inc. may, at its discretion, change the Subscription fees from time to time.

Use of and access mobile applications requires an annual subscription to Gadzoom’s website www.gadzoom.net or www.projsync.com, as well as an annual license fee for use of the mobile application. The use of mobile applications is subject to all the same terms and conditions governing Gadzoom’s cloud-based document and AHA creation program unless noted in this version of the EULA.

Subscription Expiration

You may discontinue your Subscription by email request 14 days prior to the anniversary date of automatic renewal. Requests made after the required date of notification will be subject to the Subscription Cancellation clauses below. A subscription will be considered to be expired if the credit card on file at the time of automatic renewal is declined. Use of the mobile app will not function when if your subscription to the web app expires or is not otherwise valid. This will cause your Subscription to Expire and will be de-activated. An Expired Subscription can be reactivated without loss of data, by paying your Subscription fee within 60 days after your expiration date. The terms of this End-User License Agreement (EULA) which are intended to survive expiration will remain in effect.

Subscription Cancellation

Either you or Gadzoom, Inc. may cancel your Gadzoom Subscription at any time for any reason by providing written notice to the other party. A refund of the subscription price is available provided that the subscriber a) makes the formal request via email to Gadzoom, Inc. at customersupport@gadzoom.net and b) has not obtained services or intellectual property from Gadzoom, Inc. If both terms have been met, you may receive a refund for the subscription price minus a $75.00 cancellation fee.

Gadzoom, Inc. also reserves the right to terminate or suspend your Gadzoom account without prior notice, provided that Gadzoom, Inc. will attempt to confirm such termination or suspension by subsequent notice. The terms of this End-User License Agreement (EULA) which are intended to survive cancellation will remain in effect.

Copyright & Trademark

Copyrights 2012-2020 Gadzoom, Inc. and its licensors. All Rights Reserved. The Software, web site (www.gadzoom.net) and (www.projsync.com), and all associated documentation and materials are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Unauthorized copying or modification of the Product, including software that has been modified, merged, or included with other software, as well as the documents or other content created by the software is expressly forbidden. Licensee may use the documents or other content created by the software for a single submission only, and any copying or modification or other use of the documents or other content created by the software for additional submissions is strictly prohibited. Licensee may be held legally responsible for any copyright infringement that is caused or incurred by Licensee's failure to abide by the terms of this EULA.

Intellectual Property

Except as expressly stated herein, this Subscription/Software License Agreement does not grant you any intellectual property rights in the Software. All rights not specifically granted in this License, including Federal and International Copyrights, are reserved by Gadzoom, Inc. and its licensors. The Software and any copies are the intellectual property of and are owned by Gadzoom, Inc. and its licensors. The structure, organization and code of the Software are valuable trade secrets and confidential information of Gadzoom, Inc. and its licensors. You may not modify, adapt or translate this software. The software must remain complete and unmodified. You may NOT alter, decompile, disassemble, or reverse engineer the software, or otherwise attempt to discover the source code of the Software except to the extent you may be expressly permitted under applicable law.

Export Restrictions

As Licensee, you agree to comply with all applicable laws and regulations of the various states and of the United States and other countries that relate to this Agreement. As Licensee, you agree to comply with the U.S. Export Administration Regulations and such other laws, regulations, or requirements as may apply to your receipt, re-export and use of the hardware, software, and technology provided to you. This provision shall survive the termination of this contract.

Technical Support

Gadzoom offers technical support as long as your Subscription is active. Technical support is available via the online helpdesk at customersupport@gadzoom.net

Warranties

As Licensee, you expressly acknowledge and agree that use of the Subscription/Software is at your sole risk. The Subscription/Software is provided "AS IS" and without warranty of any kind and Gadzoom, Inc. and its licensors. Gadzoom, Inc. and its licensors expressly disclaim all warranties and/or conditions, expressed or implied, including, but not limited to, the implied warranties and/or conditions of merchantability or satisfactory quality and fitness for a particular purpose and non-infringement of third-party rights. Gadzoom, Inc. and its licensors do not warrant that the functions/content of the software will meet the requirements, or that the operation of the software will be uninterrupted or error-free, or that defects in the software will be corrected. Furthermore, Gadzoom, Inc. and its licensors do not warrant or make any representations regarding the use or the results of the use of the software or related documentation in terms of their correctness, accuracy, reliability, or otherwise. No oral or written information or advice given by Gadzoom, Inc. and its licensors shall create a warranty or in any way increase the scope of this warranty. Should the Subscription/Software prove defective, you assume the entire cost of all necessary servicing, repair or correction. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.

Modifications to Services

Gadzoom, Inc. and its licensors reserve the right to modify or discontinue any of the Services with or without notice to you. Gadzoom, Inc. and its licensors shall not be liable to you or any third party should Gadzoom, Inc. and its licensors exercise their rights to modify or discontinue the services.

Term and Termination

The terms of this End-User License Agreement (EULA) and the licenses granted hereunder are effective on the date you accept the terms of this End-User License Agreement (EULA) and shall continue unless this agreement is terminated by either party pursuant to the terms of this Agreement. Gadzoom, Inc. may terminate this Agreement immediately upon notice to you, in the event that you materially breach any of the terms hereof. You may terminate this Agreement at any time, with or without cause. As the Licensee, you may terminate this Agreement by sending either an email to legal@gadzoom.net requesting that your subscription be cancelled, or (b) a letter by United States Postal Service to Legal Department, Gadzoom, Inc. at the address listed on the Contact tab of the www.gadzoom.net website. Upon termination, the license granted hereunder shall terminate but the terms of this End-User License Agreement (EULA) which are intended to survive cancellation will remain in effect.

Subscription Account, Password, and Security

As part of the registration process, you will be required to provide an email address and authorization details. You agree to provide true, accurate, correct and complete information to Gadzoom, Inc., as required when registering for any subscription service, and to notify Gadzoom, Inc. of any changes to such information. Gadzoom, Inc. reserves the right to decline any application from you to register for the subscription service, at its sole discretion. Once you become a registered subscriber, your log in details will be automatically sent to you by email. You may change your authorization details to protect your account after logging in to the Gadzoom website. As Licensee, you are entirely responsible for failing to maintain the confidentiality of your authorization details and account information. Furthermore, as Licensee, you are entirely responsible for any and all activities that occur under your account. You agree to immediately notify Gadzoom, Inc. and Gadzoom.net of any unauthorized use of your account or any other breach of security known to you.

Limitation of Liability

As Licensee, you shall indemnify and hold harmless Gadzoom, Inc. and its licensors from and against any claims or lawsuits, including attorney's fees that arise or result from the use this Subscription/Software. Gadzoom, Inc. and its licensors expressly disclaims all warranties, including but not limited to warranties of fitness for a particular purpose and warranties of merchantability. In no event shall Gadzoom, Inc. and its licensors be responsible or liable with respect to any subject matter of this agreement or terms or conditions related thereto under any contract, negligence, strict liability or other theory (a) for loss or inaccuracy of data or cost of procurement of substitute goods, services, or technology, or (b) for any indirect, incidental or consequential damages including, but not limited to loss of revenues and loss of profits. In no event will Gadzoom, Inc. and its licensors, its affiliates or other suppliers be liable for direct, special, incidental, or consequential damages (including and without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising directly or indirectly from the use of this software, even if Gadzoom, Inc. and its licensors has been advised of the possibility that such damages may arise. Under no circumstances, including negligence, shall Gadzoom, Inc. and its licensors be liable for any incidental, special, indirect or consequential damages arising out of or relating to this license. Some states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of incidental or consequential damages so this limitation may not apply to you. In no event shall Gadzoom, Inc. and its licensors' total liability to you for all damages exceed the amount that you paid for the Subscription/Software.

Customer Representations

You represent and warrant that you are at least 18 years of age or, as applicable, the age of majority in the country, state or province in which you reside, and that you possess the legal right and ability to enter into this Agreement and to perform your obligations under this Agreement. As Licensee, you agree to be financially responsible for your use of the Services (as well as for use of your account by others) and to comply with your responsibilities and obligations as stated in this Agreement. You confirm that you are authorized to use the payment method that you present to us to satisfy payment for the Services.

Content

You are responsible for your content.  You are responsible for all materials (“Content”) uploaded, posted or stored through your use of the Software. You grant Gadzoom, Inc. a worldwide, royalty-free, non-exclusive license to host and use any Content provided through your use of the Software. Archive your Content frequently. You are responsible for lost or unrecoverable Content. You must provide all required and appropriate warnings, information and disclosures. Gadzoom, Inc. is not responsible for the Content or data you provide through your use of the Software.

You agree not to use the Software, nor permit any third party to use of the Software to upload, post, distribute, link to, publish, reproduce, engage in or transmit any of the following, including but not limited to:

  1. Illegal, fraudulent defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information or communications of any kind, including without limitation conduct that would encourage “flaming” others, or criminal or civil liability under any local, state, federal or foreign law;
  2. Content that would impersonate someone else or falsely represent your identity or qualifications, or that constitutes a breach of any individual’s privacy;
  3. Except as permitted by Gadzoom, Inc. in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or engage in spamming or flooding;
  4. Virus, trojan horse, worm or other disruptive or harmful software or data; and
  5. Any information, software or Content which is not legally yours and without permission from the copyright owner or intellectual property rights owner.

California Consumer Privacy Act (CCPA)

For the purposes of the California Consumer Privacy Act (“CCPA”), Gadzoom shall be considered a Business and/or Third Party, as applicable. Where Gadzoom acts as a Third Party, you represent, warrant and covenant that all Personal Information provided or otherwise made available to Gadzoom is done so in compliance with applicable law, and that it has provided all necessary and appropriate notices and opt-outs, and otherwise has all necessary and appropriate rights, to enable Gadzoom to (i) share any and all Personal Information you provided to Gadzoom Inc. and any parent, subsidiary, affiliate, or related company of Gadzoom Inc. and (ii) use any such Personal Information in connection with any and all Gadzoom, Inc. internal operations and functions, including, but not limited to, improving Gadzoom, Inc. products and/or services, operational analytics and reporting, internal financial reporting and analysis, audit functions and archival purposes. Notwithstanding the foregoing, the parties agree that the sharing of Personal Information between Gadzoom, Inc. does not constitute a “sale” of such Personal Information under the CCPA. Capitalized terms in this paragraph have the meanings given those terms under the CCPA.

Links

Gadzoom.net may contain links to other independent third-party websites ("Linked Sites"). These Linked Sites are provided solely as a convenience to our visitors. Such Linked Sites are not under Gadzoom, Inc. and its licensors' control, and Gadzoom, Inc. and its licensors' is not responsible for and does not endorse the content of such Linked Sites, including any information or materials contained on such Linked Sites. You will need to make your own independent judgment regarding your interaction with these Linked Sites.

Governing Law; Jurisdiction; Venue

As Licensee, you agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Utah and waive any objection to such jurisdiction or venue. Any claim must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.

Arbitration

Any controversy or claim arising out of or relating to this contract or breach thereof shall be settled by arbitration in accordance with the laws of the State of Utah, and the judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Disputes alleging criminal or statutory violations are precluded from arbitration proceedings; Decisions reached by the arbitrator(s) will be based on standards of fairness and/or application of the law.

Changes to these Terms

Gadzoom, Inc. and its licensors can, at its discretion, change these terms. When terms are changed, Gadzoom, Inc. and its licensors will notify you by publishing these changes to our website. If you use the website after Gadzoom, Inc. has published or notified you of the changes, you are agreeing to be bound by those changes. If you do not agree to be bound by those changes, you should not use the website. Gadzoom, Inc. may automatically amend this End-User License Agreement (EULA) at any time by (a) posting a revised End-User License Agreement (EULA) on the Gadzoom website and/or (b) sending information regarding the amendment to the email address you provide to Gadzoom, Inc.. YOU ARE RESPONSIBLE FOR REGULARLY REVIEWING THE GADZOOM WEBSITE TO OBTAIN TIMELY NOTICE OF SUCH AMENDMENTS. YOU SHALL BE DEEMED TO HAVE ACCEPTED SUCH AMENDMENTS BY CONTINUING TO USE THE SERVICES AFTER SUCH AMENDMENTS HAVE BEEN MADE AND/OR POSTED OR INFORMATION REGARDING SUCH AMENDMENTS HAS BEEN SENT TO YOU. Otherwise, this End-User License Agreement (EULA) may not be amended except in writing signed by both you and Gadzoom, Inc..

Miscellaneous

Neither the rights nor the obligations under this End-User License Agreement are assignable by you, and any such attempted assignment or transfer shall be void and without effect. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. In the event that any provision of this Agreement is found to be contrary to law, then such provision shall be construed as nearly as possible to reflect the intention of the parties, with the other provisions remaining in full force and effect. Any notice to you may be provided by email. By accepting this EULA, you agree that Gadzoom, Inc. may send you emails containing product and company news, information about special offers, advices on product usage and other product and company-related information at any time. You may remove your email address from Gadzoom, Inc.'s mailing list at any time. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and any and all written or oral agreements previously existing between the parties are expressly cancelled.


Last Modified: December 4, 2020.