Membership And License Agreement

MYENZONE MEMBERSHIP AND LICENSE AGREEMENT

IMPORTANT NOTICE: TO BECOME AN AUTHORIZED USER OF MYENZONE, YOU MUST AGREE TO THE TERMS OF THIS MEMBERSHIP AND LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS MEMBERSHIP AND LICENSE AGREEMENT, YOU SHOULD RETURN TO THE PRECEDING SCREEN.

THE SERVICE. myenzone is an online library of learning content by myenzone and its affiliates third party including courses, reference materials, editorial materials, electronic books and other resources offered by myenzone Inc (MEZ). The content, services, programs and hours of operation of myenzone.com and its partner sites (myenzone.com) may be expanded, restricted, updated or otherwise changed by MEZ in its sole discretion at any time.

PROPRIETARY RIGHTS AND GRANT OF LIMITED LICENSE. All content included on this site is the property of MEZ or licensors or its third party publishers and is protected by copyright and other laws relating to proprietary rights and trade secrets. All software used on this site is the property of MEZ or its licensors or its software suppliers and is protected by copyright and other laws. MEZ and its content providers and its licensors and software suppliers retain all rights in their respective properties worldwide. Myenzone grants you a terminable non-exclusive, non-transferable license to use one copy of the enclosed software program (the “Software”) and accompanying documentation in accordance with the following terms and conditions.

CONFIDENTIALITY : The Software licensed hereunder this Membership and License Agreement contains confidential trade secret information belonging to MEZ and/or its licensors, and you may use the Software only pursuant to the license set forth herein. In addition you may not disclose the Software to any third party.

PERSONAL PASSWORD; RESPONSIBILITY FOR USE; RIGHT TO TERMINATE. When You select “Accept terms and conditions” checkbox and create an account below or when you log in as an Authorized User under a company subscription, You will become an "Authorized User." As an Authorized User, You will have a User Name and Personal Password that will enable You to access myenzone.com through Your Internet access provider. You may not share, disclose or transfer Your Personal Password with or to any third party. If You believe that the security of Your Personal Password has been breached, You must promptly notify MEZ of the breach. MEZ will then cancel that password and issue You a new Personal Password. You are responsible for ensuring that all use of myenzone.com under Your User Name and Personal Password complies with this Membership Agreement, and You agree to indemnify and hold MEZ, its affiliates, agents, employees, directors and suppliers harmless against any damages, costs or expenses arising out of Your improper use of myenzone.com and the use by others of myenzone.com under Your User Name and Personal Password. MEZ reserves the right to cancel Your Personal Password, and thereby Your access to myenzone.com at any time without refund if You fail to comply with the terms of this Membership Agreement or if MEZ, in its sole discretion, deems Your conduct in connection with Your use of myenzone.com to be unacceptable.

WHEN YOU accept terms and conditions

LIMITATIONS ON USE. Your use of myenzone.com is expressly subject to the restrictions set forth below. If MEZ detects or becomes aware of any failure to comply with any of these restrictions, it may terminate Your access to myenzone.com immediately without refund.

1. You may not reproduce, retransmit, distribute, disseminate, sell, license, sublicense, lease, publish, broadcast or circulate any content or other materials accessed through myenzone.com, except in accordance with the fair use doctrine under the copyright laws of the United States.
   
2. Access to myenzone.com servers is restricted to conventional non-accelerated browsers. You may not use any product, browser or browser feature that significantly accelerates the speed of page downloads, such as NetJet, NetSonic, MSIE Crawler or Teleport-Pro.
   
3. You may not use web robots, crawlers, wanderers or spiders in connection with myenzone.com.
4. You may not permit the delivery of any content in violation of any applicable United States or Territory export control laws, restrictions and regulations relating to the distribution of technical information, as they exist from time to time, including, without limitation, those promulgated by the United States Department of Commerce; or, with respect to materials which You are allowed to post on the myenzone.com website.
   
5. myenzone.com enables certain users to share notes and comments with other users in their user group. When You share a note or comment with any or all members of Your user group, You must ensure that the note or comment and everything contained therein is not unlawful, hateful, defamatory, obscene, abusive, sexually explicit, racist, threatening or otherwise objectionable or encouraging of conduct that would constitute a criminal offense or give rise to civil liability.
   
6. You may use the Software only on a single stand-alone computer or a network node from which the Software cannot be accessed by another computer. The computer software, artwork and other components included in the Software are the copyrighted property of MEZ and/or its licensors. The Software is licensed (not sold) to you, and MEZ or its licensors own all copyright, trade secret, patent and other proprietary rights in the Software. You will not:

1. copy (other than once for back-up purposes), distribute, rent, loan, lease or sublicense all or any portion of the Software;
2. modify, translate, distribute or prepare derivative works of the Software or the accompanying documentation;
3. reverse engineer, decompile or disassemble the Software or the accompanying documentation; or
4. remove any proprietary notices, labels, or marks on the Software and accompanying documentation. You may not transfer the Software. Your license is automatically terminated if you transfer the Software.

THIS LICENSE IS NOT A SALE. TITLE AND COPYRIGHTS TO THE SOFTWARE, ACCOMPANYING DOCUMENTATION AND ANY COPY MADE BY YOU REMAIN WITH SKILLSOFT OR ITS LICENSORS, AS THE CASE MAY BE.

TRIAL PERIOD. Unless You are an Authorized User under a paid and valid company subscription, You are entitled to one free seven day trial to access and use myenzone.com on a limited basis subject to the terms of this Membership Agreement. If You self-register for a free trial, You will be able to browse, search, use a personal bookshelf, and navigate through the content, The free trial of myenzone.com is a limited one time only offer and You are not entitled to any additional free trials regardless of the time that elapses between those trials and regardless of any changes in Your User Name, Personal Password, Internet access provider or other identifying information. You are responsible for the usage fees for whatever use You make of myenzone.com after Your first free trial.

USAGE FEES. . If You wish to use myenzone.com beyond the free trial period, You must pay the usage charges set forth on the myenzone.com website, unless You are an Authorized User under a company subscription and Your company has agreed with MEZ to pay Your usage charges. If You elect not to subscribe to myenzone.com following Your trial period, MEZ will automatically cancel Your Personal Password and thereby Your subscription.

DISCLAIMERS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SOFTWARE IS AT YOUR SOLE RISK AND COST. YOU AGREE TO TAKE APPROPRIATE MEASURES TO SAFEGUARD YOUR DATA AND INFORMATION FROM MYENZONE.COM MALFUNCTIONS. MYENZONE.COM AND ITS CONTENT ARE BEING PROVIDED "AS IS" WITHOUT ANY WARRANTIES OF ANY KIND. MEZ, ITS AFFILIATES, AGENTS EMPLOYEES, DIRECTORS, AND SUPPLIERS EXPRESSLY DISCLAIM ANY SUCH WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, FREEDOM FROM INFRINGEMENT OR FREEDOM FROM VIRUSES. MEZ DOES NOT WARRANT THAT THE OPERATION OF MYENZONE.COM WILL BE ERROR FREE OR WITHOUT INTERRUPTION. ALL LIABILITY WITH RESPECT TO THE ACCURACY, RELIABILITY AND/OR QUALITY OF THIRD PARTY CONTENT SHALL REMAIN WITH THE RESPECTIVE CONTENT PROVIDER, AND YOU SHALL HAVE NO REMEDY AGAINST MEZ WITH RESPECT TO THE SAME.

NO AFFILIATION. The presence of a hot link or advertisement by MEZ on another web site does not indicate that MEZ endorses, is affiliated with or bears any responsibility for the content on that site or that the owner of the linked site is affiliated with, or endorses or bears responsibility for MEZ or myenzone.com.

LIMITATION ON LIABILITY. IN NO EVENT SHALL MEZ, ITS AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS, SUPPLIERS (INCLUDING CONTENT PROVIDERS) OR MARKETING PARTNERS BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR

1. INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR
2. ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, GOODWILL, WORK STOPPAGE OR PROFITS, OR ANY OTHER FORM OF COMMERCIAL DAMAGES (REGARDLESS OF THE LEGAL OR EQUITABLE THEORY IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH YOUR USAGE OF MYENZONE.COM OR THE PERFORMANCE OR NON-PERFORMANCE OF MEZ OR MYENZONE.COM OR THE CONTENT ACCESSIBLE THROUGH MYENZONE.COM, EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAD BEEN FORESEEABLE OR ADVISED. YOU AGREE THAT THE LIABILITY OF MEZ, ITS LICENSORS, AFFILIATES, AGENTS, EMPLOYEES, DIRECTORS AND SUPPLIERS (INCLUDING BUT NOT LIMITED TO CONTENT PROVIDERS) HEREUNDER IS LIMITED SOLELY TO YOUR DIRECT DAMAGES AND IN NO EVENT SHALL IT EXCEED, IN THE AGGREGATE, ONE HUNDRED UNITED STATES DOLLARS (US $100).  Some states do not allow the limitations on liability and implied warranties set forth above. Accordingly, not all of the limitations set forth in this section may apply to You.

You (or Your company, if acting under a company subscription model) agree to indemnify and hold MEZ and its licensors harmless from and against any and all claims (including any attorneys fees and costs of litigation), including, but not limited to, property damages arising out of, resulting from, or in connection with Your acts or omissions.

USAGE INFORMATION. MEZ complies with a published Privacy Policy which can be accessed by clicking on the Privacy Policy button link from myenzone.com home page.

SPECIAL NOTICE TO CALIFORNIA SUBSCRIBERS. As required by California Code Section 1789.3, this notice is to advise You of the following:

1. myenzone.com. is a service provided by myenzone Inc., 13402 N Bend Ldg, Cypress, TX 77429, ph: 832-689-3051
2. For a description of current fees and charges for individual subscribers, please contact sales@myenzone.com. MEZ reserves the right to change the amount of any fee or charge and to institute new fees or charges, effective upon renewal of Your Subscription.
3. If You have a complaint regarding myenzone.com or desire further information on Your use of myenzone.com, please contact MEZ by email at info@myenzone.com. For complaints, You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Sacramento, California 95814 or by telephone at 916/445-1254.

MISCELLANEOUS.
SEVERABILITY : In the event any of the provisions of this Membership and License Agreement is found to be invalid or unenforceable, the remaining provisions shall not be deemed impaired and a similar, enforceable provision shall be substituted in the place of the invalid or unenforceable one. If any provision of this Membership and License Agreement is or becomes or is deemed invalid, illegal, or unenforceable in any jurisdiction, (i) such provision shall be adjusted to conform to applicable laws of such jurisdiction so as to be valid and enforceable if possible, (ii) the validity, legality and enforceability of such provision shall not in any way be affected or impaired thereby in any other jurisdiction, and (iii) the remainder of this Membership and License Agreement shall be deemed valid and enforceable to the full extent possible.

Notices or questions : to MEZ shall be made by electronic mail addressed to info@myenzone.com or conventional mail at the address for MEZ set forth above.

Rights and Remedies :   The rights and remedies explicitly provided hereunder are cumulative and not exclusive of any other rights or remedies provided by law or in equity.  The Parties may exercise any right or remedy they may have at law with respect to the subject matter of this Agreement.

Entire Agreement :  This Membership and License Agreement, together with any other agreement  constitutes the entire agreement between MEZ and You regarding the Software and supersedes any and all other prior negotiations, correspondence, understandings and term sheets regarding the Software, whether written or oral.  The acceptance of any purchase order placed by You is made conditional on Your acceptance of the terms set forth in this license agreement. Further any other terms appearing in any other document shall be inapplicable to the extent they conflict or contravene the terms in this license agreement and/or membership agreement.

AMENDMENT OR WAIVER :   No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective except in a writing signed by the Party to be charged.  Any term of this Agreement may be amended or waived with the written consent of the Parties or their respective permitted successors and assigns. 

NON ASSIGNABILITY :   You may not transfer or assign this Agreement, or any of its rights or obligations under this Agreement, whether directly or indirectly, by merger or otherwise, without the prior written consent of MEZ.

FORCE MAJEURE :   In the event MEZ is prevented from performing or is unable to perform any of its obligations (including any delay in access of the software, results or materials) due to any Act of God, fire, casualty, flood, earthquake, war, epidemic, riot, insurrection, or any other similar cause beyond its reasonable control of the Party invoking this section (a "Force Majeure"), MEZ shall be relieved of all of its obligations without recourse to any damages.

GOVERNING LAW AND JURISDICTION : This Membership and License Agreement and your compliance herewith shall be governed by the laws of the [State of Texas]. Any dispute which may arise hereunder, if not settled by the parties directly or through alternate dispute resolution, shall be brought solely in the appropriate state or federal court sitting in Texas and each party consents to the personal jurisdiction thereof. You agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.