Terms of use

These Terms and Conditions (“Terms”) apply to the website located at https://dev.zosilearning.com, or any other of our associated websites (each a “Site”), or when you otherwise interact with us or request services from us, and any content or services provided on or by those websites (collectively the “Sites”).  These Terms, which govern your use of the Sites, are a binding legal agreement between you and any entity you represent, on the one hand, and Alchemy Systems LP (“Alchemy” or “us” or “we” or “our”), on the other hand.

Some of the Sites may have additional terms and conditions that govern your use of those Sites or may require you to enter into a license agreement with us.  Any license terms or additional terms associated with a Site or service will become a part of these Terms and, thus, part of your agreement with us.  To the extent there is conflict, license terms control, then additional terms, and then these Terms here.

Please read the Terms carefully before you start to use the Site.  BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS.  IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCESS OR USE THE SITE.

Changes to the Terms

Alchemy reserves the right to modify these Terms in its sole discretion at any time and without prior notice to you.  Any changes to these Terms will become effective when we post the revised Terms on our Site.  Your continued use of the Site thereafter will constitute agreement with the revised Terms, which supersede prior versions of these Terms.  If you do not wish to be bound by any new or modified terms, you must cease all use of the Site. The date on which these Terms were last updated is shown in the “Last Updated” legend.

Accessing and Using the Site

The Site is provided to you so that you may obtain information about or interact with our products and services.  You may only access and use the Site for those purposes and not for any other purpose, including any unlawful or malicious purpose.

If you choose to access the Site, you do so at your own risk and are solely responsible for complying with all applicable laws in your location.

The information presented on or through our Site is made available solely for general information purposes.  We do not warrant the accuracy, completeness, or usefulness of this information.  Our materials may be out of date at any given time.  Any reliance you place on such information is strictly at your own risk.  We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Site, or by anyone who may be informed of any of its Contents.

Information about Children

The Site is intended for use only by those who are 18 years of age or older.  If you are between the ages of 13 (or the equivalent minimum age in your jurisdiction) and 18, you agree you will only use the Site under the direct supervision of a parent or legal guardian who agrees to be bound by the Terms.  If you are younger than 13 years old (or the equivalent minimum age in your jurisdiction), you must not use the Site, and any such use is an express violation of these Terms.

Privacy

Your privacy is important to us.  Our Privacy Notice is here, and it applies to the Site and is incorporated into these Terms by reference.  If you are in a jurisdiction where data collection and processing requires consent, by agreeing to these Terms, you are providing your consent to the collection and use of your data in accordance with our Privacy Notice.

Pricing, Payments, Credits, Refunds, and Promo Code Policy

• Prices for our products are subject to change without notice.
• We reserved the right at any time to modify or discontinue the Service (or any part of content thereof) without notice at any time.
• We shall not be liable to your or to any third party for any modification, price change, suspension, or discontinuance of the Service. 
• For more detail, please review our Pricing, Payments, Credits, Refunds, and Promo Code policy.

Site Access and Termination

We may remove the Site temporarily or permanently at our sole discretion and without notice to you.  We may limit or disable your access to the Site without notice to you.  If we believe you have violated these Terms, we may immediately suspend or terminate your access to and right to use the Site.

Intellectual Property Rights

Ownership. The Site and its entire contents, features, and functionality (including, but not limited to, all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) (“Content”) are owned by Alchemy, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property, or proprietary rights laws.  Using or accessing our Sites does not grant you any ownership of or licenses to this Content.  You may not use Content from our Sites without obtaining permission from the Content’s owner or without having permission under the law.

Trademarks. All names, logos, product and service names, designs, and slogans used on the Site are trademarks of Alchemy or its affiliates or licensors.  You must not use such marks without our prior written permission. 

Permissible Uses. The Terms permit you to use the Site and its Content for only your personal use or your business’s internal use.  You must not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Site, except as follows:

• You may print or download one copy of a reasonable number of pages of the Site for your own personal use or your business’s internal use, and not for further reproduction, publication, or distribution.

• If we provide social media features with certain content, you may take such actions as are enabled by such features.

• If we provide desktop, mobile, or other applications for download, you may download a single copy to your computer or mobile device solely for your own personal use or internal business use, provided you agree to be bound by our end user license agreement for such applications.

• You must not modify copies of any materials from our Site; use any illustrations, photographs, video, audio sequences, or any graphics separately from the accompanying text; or delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from this Site. In addition, you must not access or use any part of our Site, services, or materials available through the Site for commercial purposes.

• If you wish to make any use of the materials on the Site other than that set forth in this Section, please address your request to: Show

Restrictions on Use

When accessing or using our Site you shall not:Use it in any way that violates any federal, state, local, or international law or regulation.

• Impersonate or attempt to impersonate Alchemy, an Alchemy employee, or any other person or entity affiliated with Alchemy, such as by using e-mail addresses from our Site.

• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of our Site, or that, as determined by us, may harm Alchemy or our users, or expose them to liability.

• Disrupt, interfere with, disable, impair, overburden, violate the security of, or attempt to gain unauthorized access to, the Site, its services, the server on which the Site is stored, or any server, computing device, or computer network connected to the Site.

• Upload, transmit, distribute, or run any computer virus, worm, trojan horse, malware, spyware, time bomb, logic bomb, or any computer code that could damage or alter a computing device, computer network, communication network, data, the Services, or any other system, device, or property.

• Access, use, or modify any data, information, or other materials not intentionally made available or accessible to you by Alchemy.

• License, sublicense, assign, convey, or transfer any rights granted hereunder.

• Access or use the Site for any purpose other than as expressly permitted under these Terms.

User Contributions

User Contributions. Users may be able to submit, post, publish, display, or transmit to Alchemy or other users and persons (hereinafter, “Submit”) content or materials (collectively, “User Contributions”) on or in connection with the Site.  Any User Contribution you Submit to the Site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of our respective licensees, successors, and assigns, the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material for any purpose. You understand and acknowledge that you are responsible for any User Contributions you Submit, and you, not Alchemy, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We have the right to:

• Remove or refuse to display or otherwise distribute any User Contributions for any or no reason in our sole discretion.

• Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public, or could create liability for Alchemy.

• Disclose your identity or other information about you to any third party who claims that material Submitted by you violates their rights, including their intellectual property rights or their right to privacy.

• Cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone Submitting any materials on or through the site. 

• We do not undertake to review all material before it is Submitted on the Site or distributed by other means, and cannot ensure prompt removal of objectionable material after it has been Submitted or distributed.  Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. 

Content Standards.  These content standards apply to any and all User Contributions and use of Interactive Services.  User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations.  User Contributions must not:

• Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, discriminatory, violent, hateful, inflammatory, or otherwise objectionable.

• Infringe any patent, trademark, trade secret, copyright, or other intellectual property or other rights of any other person.

• Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Statement.

• Be likely to deceive any person.

• Promote any illegal activity, or advocate, promote, or assist any unlawful act.

• Otherwise violate these Terms.

Third-Party Content, Links

This Site may include content provided by third parties or links to sites provided by third parties.  All statements and/or opinions expressed in these materials, as well as all articles and responses to questions and other content, other than the content provided by Alchemy, are solely the opinions and the responsibility of the person or entity providing those materials.  These materials do not necessarily reflect the opinion of Alchemy, and we are not responsible or liable for the content or accuracy of any materials provided by any third parties.

Your access to or use of the Site may involve interaction with or use of third-party features, services, websites, information, advertising, products, content, software, intellectual property rights, or other tangible or intangible items owned or controlled by third parties, such as third-party social media providers who provide you with a way to hear from us on their platforms (“Third-Party Providers”). These Terms do not address the policies or practices of these Third-Party Providers and do not grant you any rights in or to any services by these Third-Party Providers.  Your access to and use of any services by Third-Party Providers are governed by your separate agreement with such Third-Party Providers (including their own terms of service and privacy policies), and not these Terms.  You should review the terms of service and privacy policies governing the services by Third-Party Providers before using them, and you are solely responsible for complying with those terms and conditions.

In some instances, comments from users of the Site on our products or services may be posted on or made available through the Site.  All statements and/or opinions expressed in these materials and in the materials provided by third parties, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company.  We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any users or third parties.

Digital Millennium Copyright Act

We respect the intellectual property of others, and we ask visitors to our Site to do the same.  If you believe that materials accessible on or from the Site infringes your copyright, you may request removal of those materials by submitting written notification to our copyright agent, as designated below, pursuant to the Digital Millennium Copyright Act.  We may remove or disable access to materials residing on our Site that is claimed to be infringing, and we have the right to suspend or terminate access to or use of our Site for those who infringe another’s rights.  Your notice must provide the following information:

• physical or electronic signature of the person authorized to act on behalf of the owner of the copyright interest;
• description of the copyrighted work that you claim has been infringed;
• description of where the material that you claim is infringing is located on the Site;
• your address, telephone number, and e-mail address;
• statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and
• statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

Our Copyright Agent for claims of copyright infringement is:

Att: Intertek Alchemy Product Team
5301 Riata Park Ct, Building F
Austin, TX 78727
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No Warranty

Site Materials Disclaimer.  The materials provided on the Site are provided “as is” and without warranty of any kind, express or implied.  Your use of the Site and the Content accessed on or through the Site is entirely at your own risk and it is your sole responsibility to evaluate accuracy and completeness.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALCHEMY AND ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, GUARANTEES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH REGARD TO THE INFORMATION AND MATERIALS CONTAINED ON THE SITE, INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, QUIET ENJOYMENT, NON-INFRINGEMENT, AVAILABILITY, DATA SECURITY, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

Site Availability Disclaimer.  You understand that ALCHEMY does not guarantee that it will continue to make the Site available to you, whether by the same methods currently used or otherwise.  ALCHEMY may discontinue providing the Site to you at any time.  You agree not to hold ALCHEMY liable for any damages arising from a discontinuation or modification of all or part of the Site.

Site Security Disclaimer.  You acknowledge that the Site is connected with the Internet and that your use shall be wholly at your own risk.  ALCHEMY does not represent or guarantee that the Site will be free from loss, disruptions, corruption, cyber attack, viruses, interference, hacking, malware, or other security intrusion or adverse incident.  ALCHEMY disclaims any liability relating thereto.

Limitations of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ALCHEMY, ITS PARTNERS, AFFILIATES, AGENTS, CONTRACTORS, OR CONTRIBUTORS TO THIS SITE BE LIABLE FOR ANY LOSS OR INJURY, OR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR OTHERWISE, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, RESULTING FROM YOUR ACCESS TO OR USE OF THE SITE OR ARISING FROM OR RELATING TO THIS TERMS OF CONDITION.  TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, YOU HEREBY WAIVE ANY AND ALL SUCH CLAIMS AGAINST BUS ALCHEMY, ITS PARTNERS, AFFILIATES, AGENTS, CONTRACTORS, OR CONTRIBUTORS TO THIS SITE.  You agree that the limitations set forth above are fundamental elements of this agreement, and that the Site and its materials would not be provided to you absent such limitations.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, ALCHEMY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGES OR LOSSES ARISING OUT OF YOUR USE OF, ACCESS TO OR INABILITY TO USE THE SITE OR ANY MATERIAL PROVIDED OR OTHERWISE SUPPLIED BY US OR ANY THIRD PARTY, OUR LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (I) THE TOTAL AMOUNTS PAID BY YOU WITH RESPECT TO ANY SERVICES, FEATURES, OR DIGITAL MATERIALS AVAILABLE THROUGH THE SITE, PAID IN THE LAST SIX MONTHS PRIOR TO THE DATE OF THE INITIAL CLAIM MADE BY YOU AGAINST US, OR (II) USD $1,000.00. NOTE THAT SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY OR MAY PLACE LIMITATIONS ON OUR ABILITY TO LIMIT OUR LIABILITY TO YOU, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

Indemnity

You agree, to the maximum extent permitted by law, to indemnify and hold harmless us (including our directors, officers, employees, affiliates, agents, suppliers, contractors, and licensors) against any claims, losses, liabilities, damages, costs, and expenses (including reasonable attorney’s fees and costs), whether first-party claims or third-party claims, arising out of or based on your access or use of the Site or your breach of these Terms, including but not limited to the following.

• Your violation of these Terms, including your breach of the representations and warranties.
• Your use of the Site (i) other than as expressly authorized in these Terms; (ii) in violation of any rights of Alchemy or any Third Party Providers or Third Party Services, including copyright, patent, trade secret, trademark, or other intellectual property rights and publicity and privacy rights; or (iii) in violation of any applicable law, rule, or regulation.
• User-generated content provided by you that either you or Alchemy has published through the Site.
• Your use of any information obtained from the Site.

Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. AS WE DESCRIBE BELOW, IT (i) LIMITS YOUR ABILITY TO LITIGATE CERTAIN CLAIMS IN COURT; (ii) LIMITS YOUR ABILITY TO COMBINE CLAIMS AND TO BRING CLAIMS THROUGH CLASS ACTIONS; AND (iii) LIMITS YOUR ACCESS TO A JURY TRIAL.

Limitation on Time to File Claims.  ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Class Action Waiver.  TO THE EXTENT ALLOWED BY LAW, YOU AND ALCHEMY AGREE THAT ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS, AND THAT NEITHER YOU NOR ALCHEMY WILL SEEK TO INITIATE OR PARTICIPATE IN A CLASS ACTION, REPRESENTATIVE ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY-GENERAL ACTION, OR SIMILAR TYPE OF PROCEEDING.

Choice of Law and Exclusive Venue. All claims and disputes under this agreement will be governed by, construed, and enforced in accordance the laws of the state of Texas. The exclusive venue for all actions or proceedings arising in connection with this agreement shall be either the Circuit Court in Travis County, or the Federal District Court for the Western District of Texas.

Costs and Attorney’s Fees.  To the extent allowed by law, in any action or proceeding to enforce rights under these Terms, Alchemy will be entitled to recover costs and attorneys’ fees if it substantially prevails.  The parties will otherwise separately pay their own attorneys’ fees and costs unless there is a governing statutory provision that requires the prevailing party to be paid attorneys’ fees and expenses.

WAIVER OF JURY TRIAL. UNLESS APPLICABLE STATE LAW REQUIRES THE APPLICATION OF THE LAW OF THAT OR SOME OTHER STATE, IF FOR ANY REASON A CLAIM PROCEEDS IN COURT, YOU AND WE AGREE TO WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY DISPUTE THAT IN ANY WAY RELATES TO OR ARISES OUT OF THESE TERMS OF USE OR FROM SERVICES YOU RECEIVE FROM US (OR FROM ANY ADVERTISING FOR ANY SUCH SERVICES).

Users Outside of United States:  You may have certain rights that cannot be disclaimed under your local law.  If you are a user residing outside of the United States, including in the European Economic Area (EEA), United Kingdom, or Switzerland, this section will not deprive you of any mandatory protections you have under the laws of the country where you live and, if applicable, any mandatory provision allowing access to the courts in that country. 

Miscellaneous

Electronic Communications. When you visit our Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on our Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms. 

Entire Agreement.  These Terms, which incorporate Alchemy’s Privacy Notice, constitute the entire agreement between you and Alchemy in relation to the Site and supersedes any prior agreements between us regarding the Site, including prior versions of these Terms.   

No Waiver.  Alchemy’s failure to enforce, or delay in enforcing, any provision of these Terms will not constitute a waiver of such right.  Any waiver must be in writing and signed by both Parties to be legally binding. 

Severability.  All parts of these Terms apply to the maximum extent permitted by applicable law.  If a part of this Agreement cannot be enforced as written, then that part will be replaced with terms that most closely match the intent of the Parties to the extent permitted by applicable law.  The invalidity of part of these Terms will not affect the validity and enforceability of the remaining provisions.

Relationship of the Parties.  Nothing in the Terms creates any partnership, joint venture, franchise, employment, or other agency relationship between Alchemy and you.  You may not enter into any contract on Alchemy’s behalf or bind Alchemy in any way.

Assignment.  You may not assign any of your rights under these Terms, and any such attempt will be null and void.  Alchemy may, in its sole discretion, transfer, delegate, subcontract or assign, without notifying you, any rights or obligations under these Terms.

Third Party Beneficiaries.  These Terms are for the benefit of Alchemy and you only, and only Alchemy and you may enforce it. The Parties do not intend for these Terms to confer any right or benefit on any third party.

Questions or Comments

If you have any questions or comments about these Terms, please contact Alchemy by email at Show