Terms & Conditions

Zeacon.com (Zeacon or “The Company”) and the User agree to the following terms and conditions.

You warrant the following:

  1. That you are over the age of 18 years old.
  2. You have the authority to enter into this Agreement on behalf of yourself personally or on behalf of another business or organization and that you have the ability to bind yourself and or the business or organization in which you represent. If you do not agree with these terms, you may not use the service.
  3. You agree and represent that you are not working for or affiliated with a competitor or like service to Zeacon. Zeacon reserves the right to suspend and or revoke your license if you are attempting to utilize this service on behalf of any other entity that could be considered competition.

Zeacon’s Privacy Policy discusses and outlines how we collect and use your information. By using Zeacon, you are indicating that you have read the Privacy Policy and agree to its terms. The Agreement applies to any use of the services offered by Zeacon whether a free trial or other use.

Changes and Modification

Zeacon reserves the right to modify or change this agreement. If a change is made, this Agreement shall not be retroactive and the previous version of this Agreement shall not be enforceable. A new Agreement will be provided and will be available for you to review. For questions regarding modifications and to request current versions of this Agreement, contact info@zeacon.com.

ACCESS

Zeacon agrees to make its services available based on your purchase subject to the terms and conditions of this Agreement. During this term, you shall have access to Zeacon.com and it’s services based on your purchases.

Usernames and passwords may be rejected by Zeacon and may require you to change any and all user names and passwords under your account. Usernames and passwords are for Service purposes only and may not be shared with third parties including competitors of Zeacon. You are responsible for any misuse of your usernames, accounts, and passwords.

CHANGES TO SERVICE AND DISRUPTION

Zeacon reserves the right to suspend services for the following events:

  1. A planned downtime.
  2. In connection with a Force Majeure event as described in the Definitions section of this Agreement.
  3. Or if Zeacon believes malicious software is being used in connection with your account or Zeacon’s services.

Zeacon also reserves the right to change, modify, suspend, or discontinue functions, services, and components of its service at any time. You will be notified of the change. Under no terms is Zeacon obligated to upgrade, update, or enhance any of its services.

THIRD PARTY SERVICES

Zeacon does not warrant any use of third party services under this Agreement. Any use of third party services is at the sole risk of the user. Zeacon does not endorse nor is it affiliated with any third party services is not required to monitor or maintain any third party services.

SERVICE SUPPORT

Zeacon support is available info@zeacon.com.

TRIAL AND BETA SERVICES

Zeacon may in its sold discretion offer trial or beta services from time to time. Any trial or beta services are provided “AS IS” and without warranty. Zeacon retains the right to cancel the trial or beta service at any time and will not be liable for any harm or damages suffered to you or another party as a result or in connection with the trial or beta services.

USER RESPONSIBILITIES

Activities that occur under User’s accounts shall abide by all applicable local, state, national, and foreign laws, treaties, and regulations in connection with the use of this Service. User shall:

  1. Notify Zeacon immediately of any unauthorized use of any password or account or any other known or suspected breach of security.
  2. Report to Zeacon immediately any copy or distribution of content that is known or suspected by User.
  3. Assure that use of the service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limited to the data privacy (Information Privacy), international communications, and the exportation of technical or personal data.
  4. Not impersonate another User or provide false identification to gain access to or use the Service.
  5. License, sublicense, sell, resell, transfer, assign, distribute, or otherwise make available to any third party the Service or the Content.
  6. Make or modify derivative works based upon the Service or the Content.
  7. Commercially exploit the Service or the Content in any way.

PERMITTED USE

Zeacon grants the User a nonexclusive, non-transferrable worldwide right to use the Service subject to the terms of this Agreement. User grants to Zeacon the nonexclusive, worldwide, right to use, copy, store, transmit, and display User data solely to the extent necessary to provide the Service as requested by the User.

RESTRICTED USE

You and your affiliates will not:

  1. Post or submit any obscene, defamatory, threatening, infringing, or otherwise unlawful or tortious material to the Service. This includes material that violates privacy rights.
  2. Interfere with or disrupt the integrity or performance of the Services or the data therein contained.
  3. Attempt to gain access to the Service or related systems or networks in a manner not permitted by this Agreement.
  4. Transmit, post, or make available through or in connection with the Services any worm, virus, Trojan Horse, Easter Egg, Time Bomb, spyware, or other harmful computer code, files, scripts agents, or programs.
  5. Restrict or inhibit any other person or entity from using the Service.
  6. Remove any intellectual property including trademark, copyright or other proprietary rights notice from the Service.
  7. Mirror or frame any portion of the Service or otherwise incorporate any portion of the Service into another product or service.
  8. Systematically store or download Service content.
  9. Use any robot, spider, site search or retrieval application or other manual or automatic device to retrieve, index, scrape, data mine, or otherwise gather content or reproduce or circumvent the navigational structure or presentation of the Service.

PAYMENTS AND FEES

User agrees to pay all fees or charges to account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Zeacon reserves the right to change fees, applicable charges, and usage policies and to introduce new charges at any time, but shall provide 30 days notice to the User. Notice shall be provided by email. There are no refunds from Zeacon. However, a refund may be available through the trainer or provider of a specific program provided on Zeacon.

ACCOUNT INFORMATION AND DATA

All data submitted by the User to the Service whether posted by the User or third parties shall remain the sole property of the User or such third parties, as applicable unless specifically notified in advance. The User, not Zeacon shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and copyright of all User data. Zeacon shall not be held responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data. Zeacon reserves the rights to withhold, remove, and or discard User data without notice for any breach, including User’s non-payment. Upon termination for cause, User access may be immediately suspended or terminated and Zeacon shall have no obligation to maintain or forward any data.

Zeacon will own all Aggregate Data. User agrees that nothing in this Agreement will prohibit Zeacon from utilizing Aggregated or Generalized Data for any purposed provided such Data does not reveal any personally identifying information about you or any End Users.

HIPAA & HITECH

HIPAA and HITECH impose rules to protect certain personal health information or “PHI” as defined under HIPAA and HITECH. If you or any of your agents or representatives is subject to HIPAA or HITECH, prior to accessing or using the Service you must notify Zeacon at info@zeacon.com and enter into a Business Associate Agreement “BAA.” You are solely responsible for determining whether you or your agents or representatives are subject to HIPAA. Please send notices and requests by e-mail to info@zeacon.com.

PROTECTION AND SECURITY

During the term of the use by User, Zeacon will maintain administrative, physical, and technical safeguards designed for the protection and integrity of your data. Zeacon will maintain PCI DSS compliance for the portions of the Services that store and process cardholder data.

CANCELLATION POLICY

Zeacon reserves the right to cancel the User’s account at anytime. Users may cancel at any time.

INTELLECTUAL PROPERTY RIGHTS

Zeacon understands and respects the intellectual property rights of others and will investigate and respond to notices of alleged infringement that are property submitted in accordance with Zeacon’s Intellectual Property Policy. Zeacon may update the policy at anytime. Any data or information submitted to Zeacon is subject to Zeacon’s Intellectual Property Policy.

Zeacon fully intends to honor the intellectual property rights of it’s owners. Upon the showing of ownership of any infringing content, Zeacon agrees to comply with the lawful owner’s rights. However, in matters of question or dispute, Zeacon retains the right to refer this matter to it’s corporate counsel in order to resolve the dispute and or any questions or issues that arise out of the IP.

Zeacon alone shall own all right, title, and interest including all related intellectual property rights. This shall include content, and the service and any suggestions, ideas, enhancement, requests, feedback, recommendations or other input. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Zeacon, or intellectual property owned by Zeacon to the User. The Zeacon name, logo, product names associated with Zeacon and the Service are trademarks of Zeacon.Com, LLC and may not be used without the express prior written consent of Zeacon.com, LLC.

User is solely responsible for resolving disputes regarding ownership or access to user owned data, including those involving any ownership rights or claims, current or former employees, co-owners, employees, or contractors for your business. You hereby acknowledge that Zeacon has no obligation to resolve or intervene is such disputes.

REPRESENTATIONS AND WARRANTIES

Each party warrants and represents that it has the legal authority and power to enter into this Agreement. Zeacon warrants and represents that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance under normal use. User warrants and represents that it has not falsely identified itself to gain access to the Service and that the User’s billing information is correct.

CONFIDENTIAL INFORMATION

Neither User nor Zeacon shall disclose or use any confidential information of the other party with exception to:

  1. As reasonably necessary to perform its obligations or exercise rights granted pursuant to this Agreement.
  2. With the other Party’s prior written permission.
  3. To the extent required by law or order of a court or other governmental authority or regulation.

Both parties agree to protect and keep safe the other Party’s Confidential Information in the same manner and method that it protects and keeps safe its own Confidential Information of like kin, but not using less than a commercially reasonable standard of care. Confidential information shall not include any information that:

  1. Becomes generally known to the public without any obligation owed to the disclosing party.
  2. Was known to a Party prior to its disclosure by the other party without breach of any obligation owed to the other party.
  3. Was independently developed by a Party without breach of any obligation owed to the other Party.
  4. Was or is received from a third party without breach of any obligation owed to the other Party.

This section is in agreement with Zeacon’s policy on Data, General Data, and Aggregated Data.

INDEMNIFICATION

User shall hold indemnify and hold harmless Zeacon and its licensor and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses. Including, but not limited to attorney’s fees and costs arising out of or in connection with:

  1. A claim alleging that the use of the User data infringes the rights of or has caused harm to a third party.
  2. A claim which if true would constitute a violation by the User of the representations and warranties.

A claim arising from the breach by the User or Users of this Agreement, provided in any such case that Zeacon:

  1. Gives prompt written notice of the claim to the User.
  2. Gives the User sole control of the defense and settlement of the claim provided that the User may not settle or defend any claim unless it unconditionally releases Zeacon from all liability and such settlement does not affect Zeacon’s business or Service.
  3. Provides to the User all available information and assistance.
  4. Has not compromised or settled such claim.

Zeacon shall indemnify and hold the User’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses. Including, but not limited to attorney’s fees and costs arising out of or in connection with:

  1. A claim alleging that the Service directly infringes with a copyright, U.S. patent issued as of the Effective Date, or a trademark of a third party.
  2. A claim, which if true, would constitute a violation of Zeacon’s representations or warranties.
  3. A claim arising from breach of this Agreement by Zeacon provided that the User:
    1. Gives prompt written notice of the claim to Zeacon.
    2. Gives Zeacon sole control of the defense and settlement of the claim provided that the Zeacon may not settle or defend any claim unless it unconditionally releases User from all liability.
    3. Provides to Zeacon all available information and assistance.
    4. Has not compromised or settled such claim. Zeacon shall have no indemnification obligation and User shall indemnify Zeacon pursuant to this Agreement for any claims arising from the combination of the Service with any of the User’s products, service, hardware, or business processes.

DISCLAIMER OF WARRANTIES

Zeacon makes no representation, warranty, or guarantee as to the reliability, timeliness, quality, suitability, truth, availability, accuracy, or completeness of the service or any content. Zeacon does not represent or warrant that:

  1. The use of the service will be secure, timely, uninterrupted or error free of operation in combination with any other hardware, software, system, or data.
  2. The service will meet the User’s requirements or expectations.
  3. Any stored data will be accurate or reliable.
  4. The quality of any products, services, information, or other material purchased or obtained by the User through the service will meet the User’s requirements or expectations.
  5. Errors or defects will be corrected.
  6. The Service or the servers that make the Service available are free of viruses or other harmful components.
  7. The service and all content is provided to the User strictly on an “as-is” basis.
  8. All conditions, representations and warranties whether express, implied, statutory or otherwise, including without limitation, any Implied Warranty of Merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Zeacon.

Zeacon’s services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Zeacon is not responsible for any delays, delivery failures, or other damage resulting from such issues or problems.

LIMITATION OF LIABILITY

In no event shall either party’s aggregate liability exceed the amounts actually paid by and or due from the User in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party and or its licensors be liable to anyone for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind (including loss of data, revenue, profits, use or other economic advantage) arising out of or in any way connect with the Service. Including, but not limited to the use or inability to use the Service or for any content obtained from or through the Service, any interruption, inaccuracy, error or omission, regardless of cause in the content, even if the party from which damages are being sought or such party’s licensors have been previously advised of the possibility of such damages.

ADDITIONAL RIGHTS

Certain states or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages. The exclusions set for above may not be applicable to the User.

LOCAL LAWS AND EXPORT CONTROLS

User agrees that this site and Service uses technology that may be the subject to the laws of the United States of America. This includes applicable laws, restrictions, and regulations of the US Department of Treasury Office of Foreign Assets Control, the US Department of Commerce, or other United States or foreign agency or authority. You and or your agents and representatives will not use the Services to export or allow any export or re-import in violation of any such restrictions, laws, or regulations. You warrant and represent to Zeacon that you are not a prohibited party or located in, under the control of, or a national or resident of any restricted country, and that you will otherwise comply with all applicable export control laws. If you reside outside of the US, you agree and acknowledge that you are subject to the export control laws in your jurisdiction.

GOVERNING LAW

This Agreement will be governed and interpreted in accordance with the laws of the State of Washington without regard to conflicts of laws principles. The UN Convention on the International Sale of Goods shall not apply.

MANDATORY INFORMAL DISPUTE RESOLUTION

If you have any dispute with Zeacon arising out of or related to this Agreement, you agree to notify Zeacon in writing with a description of the dispute, your User info, and contact information. Disputes should be sent to info@zeacon.com. Zeacon may take up to thirty (30) days from the date of receipt to resolve the dispute. If the Parties are unable to resolve the dispute through good faith negotiation, either Party may pursue resolution of the dispute in accordance with the Arbitration Agreement in this Agreement.

ARBITRATION AGREEMENT

All disputes arising out of or related to this Agreement or any aspect of the relationship between User and Zeacon, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory that are not resolved pursuant to Zeacon’s “Mandatory Informal Dispute Resolution” section in this Agreement will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury. Zeacon and User both waive the right to a trial by jury. User agrees that any arbitration under this Agreement will take place on an individual basis. Class arbitrations and class actions are not permitted and you are agreeing to give up the ability and option to participate in a class action lawsuit.

The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures available at https://www.adr.org as amended by this agreement.

Any arbitration hearing will be held in King County, in Washington State. The applicable governing law is set forth in this Agreement in the “Governing Law” section of this Agreement. The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator wldl have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed in any court having jurisdiction thereof.

ENTIRE AGREEMENT

This Agreement along with any attached or referenced forms incorporated by reference represents the complete and final manifestation of the Agreement. Prior or contemporaneous agreements, proposals, representations, whether or oral or written between Zeacon and User or any other Parties shall not apply. In the event of conflict, this current Agreement shall control.

SEVERABILITY AND WAIVER

If for some reason a court of law that is of competent jurisdiction hold that a portion of this Agreement is invalid, that portion shall be stricken, but the remaining portion of this Agreement shall remain enforceable and in effect to the fullest extent of the law.

No waiver of any provision of this Agreement by Zeacon will be effective unless in writing and signed by Zeacon.

ASSIGNMENT

User may not assign, transfer, or delegate this Agreement in part or in whole without prior and written consent of Zeacon. Zeacon may assign, transfer, or sublicense any or all of Zeacon’s rights or obligations under this Agreement without restriction.

NOTICES

User agrees to accept any notices under this Agreement by email at the email address on file listed in your account. User hereby consents to receive notice from Zeacon through email and such notices will be deemed effective when sent if on a business day. If not sent a business day, then notice shall be deemed effective on the next business day unless otherwise specified in this Agreement.

Notices to Zeacon under this Agreement shall be delivered First Class Registered US Mail or overnight courier to: Zeacon.com, LLC info@Zeacon.com atn: Legal Department.

FORCE MAJEURE

Neither party will be liable for any failure or delay in performance under this Agreement other than for delay in the payment of monies due and payable hereunder for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems other than those involving Zeacon’s or User’s employees or subcontractors, computer attacks by government, nation entities, or otherwise, or malicious acts such as attacks on or throughout the internet, internet service providers, hosting facilities, or telecommunications. Dates by which obligations to be met will be extended for a period of time equal to the time lost due to any delay caused.

ELECTRONIC SIGNATURES

User agrees to the use of electronic communication in order to enter into agreements and place orders, and sign up for the Service. User also agrees to electronic delivery of notices, policies, and records of transactions initiated or completed through the Service. User hereby waives any rights or requirements under any laws or regulations in any jurisdiction that require an original, non-electronic signature or delivery or retention of non-electronic records to the extent permitted under applicable law.

This Agreement does not and is not to be construed to create a partnership, agency, joint venture, employer-employee, or franchisor-franchisee relationship between User and Zeacon.