Acceptable Use Policy

For Zywave, LP, on its own behalf and on behalf of its affiliates, including Zywave of Canada ULC
(collectively “Zywave”)

This Acceptable Use Policy (“AUP”) defines the terms and conditions for Zywave’s licensees’ (“Licensees”) use of data hosting facilities, some of which may be provided by third party data hosting providers or by Zywave (“Zywave and any such third party data hosting providers are collectively herein called “Provider”), which provides a Licensee and its authorized users with Internet access using the ASP Services to Zywave’s proprietary Software at a hosted site (the ASP Services, Software and the hosted site are collectively herein called the “System”). By its use of the Services, a Licensee (and by extension its authorized users) agrees to comply with the terms of this AUP. Any capitalized terms not defined herein shall have the meaning given them in the Agreement between Zywave and Licensee. Please report a violation or suspected violation of this AUP by sending an email with reasonable detail about the violation to [email protected].

1. Provider has no obligation to control, monitor, verify, warrant, approve, edit, censor, review, or take any responsibility for the information that Licensees may acquire, transmit or store on or via the System. Accordingly, except for Zywave’s express obligations in the Agreement, Provider is not responsible for any injury or harm that may result or be alleged as a result of a Licensee’s use of the System.
2. Licensee’s use of the System shall comply with all applicable laws and regulations, as well as the applicable policies of Provider’s internet and network providers. Licensee shall only use the System for the purposes of transmitting, storing and accessing data through the Software in accordance with the Agreement and shall not use the System to transmit, store or access any other materials (such as software) without the consent of Zywave.
3. If Provider learns of any actual or suspected violation of law or of this AUP by or through a Licensee, Provider shall have the right, but not the obligation, without liability to Licensee, to take any commercially reasonable action to remedy such violation. Such actions may include, without limitation, removal of the information at issue, blocking of offending transmissions, suspension or termination of the Services, and any other remedy available to Provider by contract, in equity, or at law. Provider may take such action even though it is likely to have an impact on other customers. Without waiving any other remedies, if Provider terminates any of the Services in accordance with this AUP, Licensee shall be responsible for third party cancellation, termination, or continuing charges Provider may incur as a result of such termination, including by example but not by limitation, any cancellation or ongoing charges for internet backbone and/or network or telecom circuits.
4. If (i) Provider receives multiple notices of violations or complaints against or involving the Licensee’s use of the Services which, after notice, Licensee fails to resolve timely and effectively; (ii) Licensee’s use of the Services results in Licensee’s IP address and/or other customers’ IP addresses being blocked or any of Provider’s customers or services becoming subject to any black-hole or blocking activity, or (iii) Provider has a good faith belief that (x) there is a substantial risk of harm or of liability to Provider or to a third party arising from or connected with a violation or suspected violation of this Section or (y) a violation or suspected violation of this Section obligates Provider by operation of law to do so, then Provider may immediately take corrective action, including disconnection or discontinuance of Licensee’s access to the Services, provided, however, that Provider shall provide written notice to Licensee and a reasonable time to cure any suspected violation, if practicable and if allowed by law, and if the violation is reasonably susceptible to cure.
5. Licensee shall not use the System in connection with any (a) infringement or misappropriation of any copyright, trademark, trade secret or other intellectual property rights; or (b) defamation, libel, slander, obscenity, or violation of the rights of privacy or publicity; or any other offensive, harassing or illegal conduct.
6. Licensee shall not use the System directly or indirectly to violate the security of any system or network, including without limitation, (a) unauthorized access to, monitoring of, probing of, or interfering with computers, systems, or networks; (b) distribution of viruses, and (c) interfering with systems, applications, networks, or services of others, such as through denial of service attacks. Licensee may not, through action or inaction, permit others to use its network for illegal or inappropriate actions, or to violate the terms of this AUP.
7. Licensee shall not engage in abusive Internet tactics including, but not be limited to, the following types of conduct:
   1. Transmitting data in any manner that violates a provincial, state or federal law against spamming, or other prohibited communications.
   2. Posting a single article or substantially similar articles to an excessive number of newsgroups, or continued posting of articles that are off-topic (e.g., off-topic according to the newsgroup charter, or the article provokes complaints from the regular readers of the newsgroup for being off-topic).
   3. Sending unsolicited email messages that provoke complaints from the recipients, which threaten harm to person or property, or which result in harassment of the recipient.
   4. Sending unsolicited email messages including, without limitation, commercial advertising, informational announcements, chain letters, or other solicitations.
   5. Use of resources not belonging to Licensee, without the express permission of the resource owner, to relay email or other Internet traffic.
   6. Falsifying or forging email or newsgroup header information.
8. Provider shall cooperate with law enforcement and other authorities investigating claims of illegal activity or suspected illegal activity. Licensee shall promptly cooperate with Provider in any corrective action that Provider deems necessary or is required to take, including without limitation, by providing Provider with all information requested or necessary to investigate the suspected violation. Licensee shall be responsible for the cost of any such corrective action. Provider may disclose to law enforcement authorities or governmental agencies requested information about a Licensee or its IP addresses, and shall have no liability to Licensee for doing so in response to a valid law enforcement or governmental agency request.

PROVIDER MAY MODIFY THIS AUP AT ANY TIME, AS IT DEEMS APPROPRIATE IN ITS REASONABLE DISCRETION, EFFECTIVE UPON POSTING OF THE MODIFIED AUP.