This Subscription and Services Agreement, including any applicable Order Forms and SOWs (collectively, the “Agreement”), governs Customer’s use of Zurel Services. This Agreement is entered into by and between Zurel and Customer (each, a “Party”, and collectively, the “Parties”).

The “Effective Date” of this Agreement is the earliest of the following: date on which Customer accepts its terms by: (i) executing an Order Form that references this Agreement; (ii) clicking to accept this Agreement in an online form; or (iii) using Services provided by Zurel.

By entering into this Agreement, the individual accepting on behalf of Customer represents and warrants that they have the authority to bind Customer to this Agreement.

Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 14 (“DEFINITIONS”).

The Parties hereby agree as follows:

1. PROVISION OF SERVICES

1. 1.1. Access to Subscription Services. Subject to the terms and conditions of this Agreement, Zurel grants Customer a limited, non-exclusive, non-transferable, worldwide, royalty-free license to access and use the Subscription Services during the Subscription Term, solely for Customer’s internal business purposes and in accordance with the Usage Metrics specified in the applicable Order Form. The scope of Subscription Services provided to Customer is as set forth in the applicable Order Form.
2. 1.2. Service Updates and Future Enhancements. During the Subscription Term, Zurel may introduce Updates to enhance, expand, or modify the Services. Updates may include new features, modules, enhancements, bug fixes, security patches, or other modifications designed to improve functionality, performance, or security.
   
   Customer acknowledges that not all Updates may be included as part of the Subscription Services. Certain Updates, including significant feature expansions or new modules, may be made available separately and may require additional fees or subscriptions, at Zurel’s discretion.
   
   Furthermore, except as expressly stated in an applicable Order Form or Statement of Work, Customer’s purchase and use of the Subscription Services are not contingent upon the delivery of any future features, enhancements, or functionalities, nor on any oral or written statements made by Zurel or its Affiliates regarding potential future capabilities. Any commitments regarding future capabilities made in an Order Form or Statement of Work are subject to reasonable development timelines and external factors beyond Zurel’s control, and delays in delivery of such capabilities shall not constitute a breach of this Agreement unless expressly stated otherwise in the applicable Order Form or Statement of Work. Zurel reserves the right to modify or discontinue specific features or functionalities, provided such changes do not materially degrade the core functionality of the Subscription Services during an active Subscription Term.
3. 1.3. Modifications of Services. Zurel may modify the Subscription Services during the Subscription Term, including by adding or removing features, functions, limits, or add-ons applicable to Customer’s subscription. However, any such modifications will not materially degrade the overall functionality of the Subscription Services during the then-current Subscription Term, except in the following cases: (i) modifications to Free Services; (ii) modifications required due to factors outside of Zurel’s control, including changes to applicable law, updates related to Third-Party Products, or other external circumstances; or (iii) modifications to any Beta Services.
   
   If a modification materially degrades the overall functionality of the Subscription Services and Zurel is unable to provide Customer with substantially similar functionality, Customer’s sole and exclusive remedy is to terminate the affected Subscription Services and receive a prorated refund of any unused Fees paid.
4. 1.4. Beta Services. Zurel may, at its sole discretion, make certain Beta Services available to Customer at no charge. Participation in any Beta Service is voluntary, and Customer may elect to participate at its discretion. Customer’s use of any Beta Service is subject to additional restrictions specified by Zurel.
   
   By participating in a Beta Service, Customer agrees to test and provide feedback about the Beta Service as reasonably requested by Zurel. Beta Services are provided solely for evaluation purposes and are subject to the use restrictions outlined in Section 4 (“USE OF SERVICES”).
   
   Unless otherwise stated, Customer’s right to use a Beta Service will automatically terminate upon the earlier of (i) the date the Beta Service becomes commercially available as part of the Subscription Services; or (ii) the date Zurel discontinues the Beta Service.
   
   Zurel may modify, suspend, or discontinue any Beta Service at any time without prior notice or liability and has no obligation to make Beta Services generally available. Beta Services are provided “as is” and are not considered part of the Services. Accordingly, any warranties, service commitments, or contractual obligations applicable to Subscription Services do not apply to Beta Services. Zurel and its Affiliates will have no liability or obligation arising from or in connection with Customer’s use of any Beta Service, including for any loss, damage, or harm resulting from the use of Beta Services.

2. SERVICE UPTIME AND SUPPORT

1. 2.1. Definitions. For the purposes of this Section (“SERVICE UPTIME AND SUPPORT”), the following definitions will apply:
   
   “Downtime” means a full-service outage or severe system failure that renders the Subscription Service, excluding Free Services, completely unusable across a significant portion of the production environment (e.g., a crash or hang). Downtime excludes performance degradation or partial failures unless they meet a predefined severity threshold and have no available workaround.
   
   “Not-Included” means any unavailability of the Subscription Service resulting from: (i) Circumstances beyond Zurel’s reasonable control, including but not limited to acts of God, acts of government, emergencies, natural disasters, floods, fires, civil unrest, terrorism, strikes or other labor disputes (excluding those involving Zurel employees), or others; (ii) Customer modifications, including integration with third-party software, hardware, or services that are not explicitly identified in writing by Zurel as compatible with the Subscription Service; (iii) Internet service provider failures or telecommunications disruptions outside Zurel’s data centers, as measured by a third-party website availability monitoring provider; (iv) Misuse, unauthorized modification, or accidental or intentional damage to the Subscription Service caused by Customer; (v) Scheduled maintenance, emergency security patches, or system updates that Zurel, in its reasonable discretion, deems necessary.
   
   “Service Uptime” means (total hours in calendar month – Not-Included duration – Downtime duration) / (total hours in calendar month – Not-Included duration) x 100% = Service Uptime.
2. 2.2. Service Uptime Commitment. Zurel will use commercially reasonable efforts to maintain a Service Uptime of 99.5% for its Subscription Service in a given calendar month, as measured using Zurel’s system records and in accordance with the Service Uptime calculation formula.
   
   If, in two (2) or more consecutive calendar months, Service Uptime falls below 99.5%, Customer’s sole and exclusive remedy shall be a service credit equal to the pro-rated amount of Fees applicable to the Downtime in those affected months.
   
   To receive a service credit, Customer must submit a written request within twenty (20) days after the end of the relevant calendar month in which Service Uptime fell below 99.5%. The credit will be applied to the next renewal Subscription Term invoice. If no renewal occurs, Zurel will issue a credit note that may be applied to other payable amounts under this Agreement.
   
   This Service Uptime Commitment does not apply to Free Services, and no credits shall be issued for any Downtime related to Free Services.
3. 2.3. Support. Customers and Authorized Users of Subscription Services have access to technical support. All support inquiries must be initiated through the help widget in the app. Once a support request is received by Zurel, all subsequent communication regarding the ticket will occur via email or phone calls.
   
   Zurel accepts in-app support requests 24/7. While Zurel strives to respond within one business day, response times are not guaranteed. If Customer does not receive a response within one business day, they may follow up by emailing [email protected]. Zurel may limit or deny access to support if, in its reasonable discretion, Customer misuses support services or engages in abusive behavior toward Zurel representatives.
   
   Zurel’s support services do not include (i) training sessions on Subscription Service features and functionality (e.g., implementation), (ii) basic computer literacy training related to the use of personal computers, the Internet, or web-based software, or (iii) support for modifications, third-party integrations, or external applications. Only qualified, trained Customer support personnel or Authorized Users familiar with Subscription Services may contact Zurel for support.
   
   Users of Free Services are not entitled to in-app or email support. All Authorized Users may access online tutorials and Documentation.
   
   Customers with an active subscription to Support Services may be entitled to additional support as specified in the Order Form.

3. THIRD-PARTY PRODUCTS

• The Services may include features designed to interoperate with Third-Party Products. Zurel does not control, endorse, or assume responsibility for any Third-Party Products, nor does it make any representations or warranties regarding their availability, security, functionality, or continued interoperability with the Services.
• If Customer chooses to integrate or use any Third-Party Product in connection with the Services, such use is solely between Customer and the third-party provider. Zurel bears no liability for the security, privacy, or protection of Customer Data within any Third-Party Product. Customer acknowledges that the availability and continued compatibility of such Third-Party Products are determined by the third-party provider and may be discontinued at any time, without entitling Customer to a refund, credit, or compensation.
• By enabling a Third-Party Product that interacts with the Services, Customer expressly authorizes Zurel to allow the Third-Party Product to access Customer Data as necessary for the integration.
• Customer is solely responsible for ensuring that its use of Third-Party Products complies with all applicable laws, agreements, and security policies.

4. USE OF SERVICES

1. 4.1. Customer Accounts. To access and use the Services, Customer must register for an Account and provide the required information. Customer represents and warrants that (i) all registration information provided is accurate, complete, and up to date; and (ii) Customer will maintain and promptly update its Account information as necessary.
   
   Customer is solely responsible for ensuring that its Account information remains accurate. Customer acknowledges that continued access to the Services depends on maintaining valid and up-to-date Account details.
2. 4.2. Authorized Users. Customer may permit its employees, contractors, or other designated individuals to access and use the Services as Authorized Users, subject to the terms of this Agreement. Customer is solely responsible for managing and controlling access to the Services, including granting, modifying, and revoking user permissions as necessary. All activities that occur under Customer’s Account, whether performed by Customer or an Authorized User, will be deemed the responsibility of Customer.
   
   If Customer becomes aware of any unauthorized access or suspected misuse by an Authorized User, it must immediately notify Zurel. Zurel is not responsible for any unauthorized actions taken by Authorized Users or any consequences resulting from Customer’s failure to properly manage access.
   
   Zurel reserves the right to suspend or terminate an Authorized User’s access if the Authorized User violates this Agreement.
3. 4.3. Customer Responsibilities. Customer is solely responsible for ensuring that only Authorized Users access and use the Services and shall (a) ensure that Authorized Users comply with this Agreement and any applicable Order Form(s) and remain responsible for all activities resulting from their access to the Services, promptly notifying Zurel of any unauthorized access, misuse, or violations; (b) be responsible for maintaining the accuracy, quality, integrity, and legality of Customer Data, including obtaining all necessary rights, consents, and permissions for its use in connection with the Services, even when using Third-Party Products to process, transfer, or store such data; (c) provide and maintain all necessary hardware, software, networking, and communications capabilities required to access and use the Services; (d) maintain the confidentiality of all usernames, passwords, and access credentials associated with the Services, ensuring they are not shared, disclosed, or made available to unauthorized individuals, with Zurel reserving the right to suspend affected Accounts or require credential resets in case of suspected misuse; (e) ensure that Authorized Users use the Services only in accordance with the Documentation; and (f) comply with all applicable laws, regulations, and industry requirements related to the use of the Services.
   
   Customer represents and warrants that it has provided all legally required disclosures and obtained all necessary consents before designating individuals as Authorized Users. Customer acknowledges that Zurel does not review, monitor, or assess Customer Data to determine whether it includes sensitive or regulated information. Customer shall promptly notify Zurel upon becoming aware of any unauthorized access to or misuse of the Services. If Customer or any Authorized User inadvertently gains access to any confidential, proprietary, or non-public information of any third party through the Services or as a result of a breach affecting the Services, Customer shall promptly notify Zurel and take no action to access, view, use, store, disclose, or distribute such information unless expressly authorized by the rightful owner or by Zurel where applicable.
4. 4.4. Restrictions. Customer and its Affiliates shall not, and shall not permit any third party (including employees, contractors, agents, or other representatives) to: (a) rent, lease, sell, sublicense, distribute, provide as a service bureau, or otherwise make the Services available to any third party other than Authorized Users; (b) copy, replicate, decompile, disassemble, reverse-engineer, attempt to derive the source code of, modify, or create derivative works of the Services or any part thereof, except where expressly permitted by applicable law; (c) access the Services for purposes of benchmarking, developing, or marketing a competitive product or service; (d) frame, mirror, or otherwise display any part of the Services without Zurel’s prior written consent; (e) use or attempt to use the Services in a manner that circumvents or exceeds the Usage Metrics set forth in the applicable Order Form; (f) store, transmit, or distribute through the Services any material that is infringing, unlawful, tortious, defamatory, obscene, abusive, threatening, or otherwise objectionable; (g) use the Services to store or transmit any virus, malware, harmful code, or engage in any activity that may disrupt, damage, or interfere with the integrity or performance of the Services or any third-party data contained therein; (h) access the Services in a manner that circumvents security controls, authentication mechanisms, or other technical restrictions; (i) use the Services to send unsolicited communications, promotions, or advertisements in violation of any applicable anti-spam or data privacy laws; (j) use any automated device, script, bot, spider, or data mining tool to scrape, extract, or collect data from the Services without Zurel’s prior written approval; (k) integrate, combine, or incorporate the Services with any third-party product or software not authorized in writing by Zurel; (l) use the Services in violation of any applicable laws, regulations, or third-party rights, including privacy, intellectual property, and export control laws, or any industry-specific regulations applicable to Customer’s use of the Services, such as laws governing consumer data protection, financial services, or healthcare privacy; or (m) access, view, use, disclose, distribute, or exploit any confidential, proprietary, or non-public information of any third party acquired through access to the Services, unless expressly authorized by the rightful owner or by Zurel where applicable.
   
   Zurel reserves the right to suspend or terminate access to the Services if Customer or any Authorized User engages in any prohibited activity under this Section (“USE OF SERVICES”). Customer acknowledges that unauthorized access, use, or disclosure of third-party confidential information may also result in legal liability..
   
5. 4.5. Affiliates. Customer may designate its Affiliates as Authorized Users under its Account. Additionally, Customer’s Affiliates may purchase Services by entering into a separate Order Form with Zurel or its applicable Affiliate. In such cases, the term “Customer” as used in this Agreement will refer to the specific Affiliate that executed the Order Form.
   
   Each Affiliate’s Order and associated Usage Metrics are separate and distinct from those of Customer and any other Affiliates, unless otherwise specified in an applicable Order From. Zurel is not responsible for managing, consolidating, or reallocating usage across multiple Affiliates unless explicitly agreed to in writing.
   
   Customer is responsible for ensuring that its Affiliates comply with this Agreement. Any breach of this Agreement by a Customer’s Affiliate will be deemed a breach by Customer.

5. FEES AND PAYMENTS

1. 5.1. Fees. Customer shall pay Zurel all Fees set forth in the applicable Order Form or SOW, including any applicable Overages (collectively, “Fees”).
   
   All Fees are due and payable at the start of each Billing Period, as specified in the applicable Order Form or SOW. Except as expressly stated in this Agreement, Order Form, or SOW, all payment obligations are non-cancelable, and all Fees paid are non-refundable, regardless of actual usage of the Services.
2. 5.2. Payment of Fees. Payment of Fees for the Services shall be made using either Electronic Payment Method or Check Against Invoice, as specified in the applicable Order Form or as otherwise mutually agreed in writing by both Parties.
   
   If Electronic Payment Method is selected, Customer authorizes Zurel to charge all due and overdue Fees at the start of each Billing Period using the Electronic Payment Method and Electronic Payment Information provided through a third-party payment processor. Customer shall provide and maintain valid Electronic Payment Information with Zurel’s designated third-party payment processor. Zurel does not store or process payment information directly.
   
   If an attempt to charge the Electronic Payment Method fails (e.g., due to expiration, insufficient funds, or invalidity), Customer authorizes Zurel to automatically retry billing. If Customer updates its Electronic Payment Information, billing will automatically resume..
   
   If Check Against Invoice is selected in the applicable Order Form or as otherwise mutually agreed in writing, Zurel will invoice Customer in advance of each Billing Period for all Fees due. Customer shall make full payment by check in accordance with the payment instructions provided on the invoice. Unless otherwise stated on the invoice, all invoiced amounts are due upon receipt. Zurel will issue invoices no earlier than forty-five (45) days before the applicable Fees become due during the Subscription Term.
3. 5.3. Billing Information and Payment Method Updates. Customer is responsible for ensuring that all billing information and applicable Electronic Payment Information provided to Zurel remain accurate and up to date.
   
   If Customer elects to pay by an Electronic Payment Method, Customer shall promptly update any changes to its payment details, including but not limited to credit card expiration, bank account changes, billing address updates, or contact information.
   
   Failure to maintain accurate billing information may result in billing failures, service suspension, or Account termination, in accordance with the terms of this Agreement.
4. 5.4. Payment Disputes and Refunds. Any payment disputes must be submitted in writing and in good faith within thirty (30) days of the invoice date. The dispute notice must clearly describe the nature of the alleged billing inaccuracy.
   
   If, after a good-faith review, Zurel determines that the billing inaccuracy is attributable to Zurel, it will issue either: (i) a corrected invoice reflecting the accurate amount, or (ii) a credit memo specifying the overcharged amount in the affected invoice.
   
   If the disputed invoice remains unpaid, Zurel will apply the credit memo amount to that invoice, and Customer must pay the net balance due. If the disputed invoice has already been paid, Zurel will issue a service credit to Customer’s account, which may be applied toward future Fees.
   
   Service credits are non-transferable and must be used within the then-current Subscription Term.
   
   Except as explicitly stated in this Section (“FEES AND PAYMENTS”), all payments under this Agreement are non-refundable, and Zurel is not obligated to extend credit to any party.
5. 5.5. Overdue Payments. Any Fees or invoice that remain unpaid for more than thirty (30) days past their due date shall accrue interest at a rate of the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is lower, until the outstanding balance is paid in full.
   
   In addition to interest charges, Customer shall be responsible for any reasonable costs incurred by Zurel in recovering overdue amounts, including but not limited to collection costs, attorneys’ fees, and other legal expenses.
6. 5.6. Suspension for Non-Payment. Customer may dispute in good faith any amount on an invoice in writing before the due date of such invoice and shall work diligently with Zurel to promptly resolve the dispute.
   
   If any undisputed portion of Fees remains overdue for more than thirty (30) calendar days, Zurel may, without waiving any other rights or remedies, suspend Customer’s access to the specific Services for which payment is overdue until the outstanding amounts are paid in full (“Non-Payment Suspension”).
   
   If access is suspended, Zurel may require payment of a reactivation fee before restoring Services. Reinstatement will occur within a commercially reasonable time after full payment is received.
   
   Suspension for non-payment does not relieve Customer of its obligation to pay outstanding Fees, nor will Zurel be liable for any costs or damages resulting from such suspension.
   
   Zurel is not obligated to continue providing Services without payment of applicable Fees.
7. 5.7. Taxes. Fees and Overages do not include any taxes, tariffs, levies, duties, or similar governmental charges or assessments of any nature, including but not limited to value-added, sales, use, or withholding taxes, imposed by any jurisdiction (collectively, “Taxes”). Unless Customer provides Zurel with a valid tax exemption certificate, Customer is responsible for paying all Taxes associated with its purchases under this Agreement. If Zurel is legally required to collect or pay Taxes for which Customer is responsible under this Section (“FEES AND PAYMENTS”), Zurel shall invoice Customer for the applicable amounts, and Customer shall remit payment in full, unless Customer provides a valid tax exemption certificate issued by the appropriate taxing authority.
8. 5.8. Usage Verification & Subscription Review. No more than once per year, unless specified otherwise in the Order Form, Zurel may initiate a subscription review, requiring Customer to provide written supplemental information to verify its Usage Metrics.
   
   Customer shall provide the requested records within fifteen (15) business days of Zurel’s written request, or within another mutually agreed-upon timeframe. Customer agrees to reasonably cooperate with Zurel or its Affiliates during the review and verification process.
   
   If the review determines that Customer has exceeded its Usage Metrics, such excess usage (“Overages”) shall be subject to additional fees at Zurel’s standard rates, unless explicitly stated otherwise in the applicable Order Form. Any applicable Overages may be invoiced separately or included in the invoice for the next Billing Period, as determined by Zurel. Such invoices shall be subject to the same payment terms as other invoices under this Agreement.
9. 5.9. Purchases Through a Reseller. If Customer purchases Services through a Reseller, the pricing and payment terms for such Services shall be governed by the agreement between Customer and the Reseller (“Reseller Terms”).
   
   Customer acknowledges that all payments for Services procured through a Reseller shall be made directly to the Reseller in accordance with the Reseller Terms. If a Reseller notifies Zurel of its right to terminate or suspend any Services due to non-payment or other contractual reasons, Zurel may terminate or suspend such Services accordingly.
   
   Zurel shall have no liability to Customer or any third party for any claims, liabilities, or expenses arising from or related to the Reseller Terms or Customer’s relationship with any Reseller.
   

6. INTELLECTUAL PROPERTY RIGHTS

• As between the Parties, all Intellectual Property Rights, including rights in the Services, Updates, Beta Services, Documentation, Aggregated Data, and Zurel’s Confidential Information, are and shall remain the exclusive property of Zurel and its Affiliates, as applicable.

• This Agreement provides Customer with access to and use of the Services, but does not grant Customer any license or ownership rights in the Services, Zurel’s Intellectual Property, or any related content.

• Zurel may freely use and incorporate into its products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by Customer or any Authorized User relating to Zurel’s products or services. Feedback and other suggestions are provided by Customer exclusively “as is”, at Customer’s sole discretion, and Zurel shall not use them in any manner that identifies Customer or Authorized Users.

• Unless otherwise specified in an applicable SOW, all deliverables (excluding any Customer Data contained within them) provided in the performance of Professional Services are owned by Zurel and will be made available as part of the Subscription Services under this Agreement.

• Customer agrees not to copy, rent, lease, sell, distribute, or create derivative works based on the Services, Documentation, or Professional Services deliverables, in whole or in part, by any means, except as expressly authorized in writing by Zurel.

• Nothing in this Agreement shall preclude or limit Zurel from using or exploiting any concepts, ideas, techniques, or know-how related to the Services. Other than as expressly set forth in this Agreement, no license or other rights in or to the Services or Zurel’s Intellectual Property Rights are granted to Customer, and all such rights are expressly reserved to Zurel and its Affiliates.

7. CUSTOMER DATA

1. 7.1. Ownership of Customer Data. As between the Parties, Customer retains all ownership rights, title, and interest in and to Customer Data. Zurel does not acquire any ownership rights in Customer Data, except as expressly set forth in this Agreement.
2. 7.2. License to Zurel. Customer hereby grants Zurel, its Affiliates, and its subprocessors a worldwide, non-exclusive, royalty-free, and limited license to process, store, transmit, and otherwise use Customer Data solely to (a) provide, maintain, secure, analyze, and improve the Services; (b) collect, create, and use Aggregated Data; and (c) comply with legal or regulatory obligations, including investigations, enforcement actions, subpoenas, or similar proceedings. This license is limited to the extent necessary for Zurel to fulfill its obligations under this Agreement and does not transfer ownership of Customer Data to Zurel.
3. 7.3. Customer Responsibilities. Customer represents and warrants that it has obtained all necessary rights, licenses, consents, and permissions to provide Customer Data to Zurel and that such data does not infringe, misappropriate, or violate any third-party rights, including privacy, intellectual property, or other proprietary rights.
   
   Customer is solely responsible for ensuring that Customer Data (a) complies with all applicable laws and regulations, including those related to data privacy, security, and protection; and (b) does not include any data subject to specific regulatory requirements that the Services are not designed to comply with, such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA).
4. 7.4. Protection of Customer Data. Zurel implements commercially reasonable security measures to protect Customer Data from unauthorized access, disclosure, alteration, or destruction. However, Zurel does not guarantee absolute security and cannot ensure that unauthorized third parties will never bypass these protections.Customer acknowledges that data transmission over the internet carries inherent risks and may not be entirely secure, and therefore, Customer provides Customer Data at its own risk.
5. 7.5. Use of Aggregated Data, Statistical Usage Data & Machine Learning Notwithstanding anything to the contrary in this Agreement, Zurel reserves the right to collect, analyze, process, and utilize Aggregated Data, as defined in this Agreement, for internal business purposes during and after the term of this Agreement.
   
   Aggregated Data may be used to enhance, improve, and optimize the Services and Software, including by training artificial intelligence models, supporting ongoing development, diagnostics, and system maintenance, and refining machine learning algorithms. Additionally, Zurel may use Aggregated Data to enhance product performance, ensure security, and maintain the integrity and reliability of the Services and Software.
   
   No rights or licenses are granted to either party beyond those expressly provided in this Agreement.

8. CONFIDENTIALITY

1. 8.1. Definition of Confidential Information. “Confidential Information” means any non-public, proprietary, or otherwise not publicly available information disclosed by one Party or its Affiliates (the “Disclosing Party”) to the other Party or its Affiliates (the “Receiving Party”) in any form (including oral, written, electronic, or other means), that is reasonably understood to be confidential based on its nature or the circumstances of disclosure.
   
   Confidential Information includes (i) Customer Confidential Information, such as Customer Data and any business, operational, technical, or strategic information shared with Zurel; (ii) Zurel Confidential Information, including the Services, Software, pricing, Beta Services, product roadmaps, and any related discussions or materials; (iii) both Parties’ confidential business information, including technical, financial, economic, marketing, business, product, design, and operational information; (iv) the terms of this Agreement, including all Orders and Statements of Work; and any confidential, proprietary, or non-public information of other customers or third parties that the Receiving Party came into possession of through access to the Services, unless expressly authorized by the rightful owner or by Zurel where applicable.
   
   However, Confidential Information does not include information that the Receiving Party can demonstrate through contemporaneous written records (a) is or becomes generally known to the public without breach of this Agreement; (b) was lawfully known to the Receiving Party prior to disclosure, without violating any obligation owed to the Disclosing Party; (c) is received from a third party without restriction on disclosure and without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without use of or reference to any Confidential Information, as demonstrated by contemporaneous written documentation.
2. 8.2. Protection of Confidential Information. The Receiving Party shall (a) use the same degree of care to protect the Confidential Information of the Disclosing Party as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care; (b) not use any Confidential Information for any purpose outside the scope of this Agreement; and (c) not disclose Confidential Information to any third party without the express prior written consent of an authorized representative of the Disclosing Party, except where disclosure is made to (i) legal counsel, accountants, and those of its and its Affiliates’ employees, contractors, or agents who require access for purposes consistent with this Agreement and who are under written confidentiality obligations no less restrictive than those herein (“Authorized Recipients”), or (ii) third-party service providers engaged in providing elements of the Services, provided that such service providers are bound by confidentiality obligations at least as restrictive as those herein.
   
   The Receiving Party shall ensure that all Authorized Recipients have signed confidentiality agreements or are otherwise legally bound by confidentiality obligations no less stringent than those contained in this Agreement and remains fully responsible for ensuring that all such recipients comply with this Section (“CONFIDENTIALITY“).
   
   Neither Party shall disclose the terms of this Agreement, any Order, related financial documents, pricing, Beta Services, or product roadmaps to any third party without the prior written consent of the Disclosing Party, except where disclosure is made to Affiliates, legal counsel, or accountants for purposes of compliance or business operations. If such a disclosure occurs, the Receiving Party remains fully responsible for ensuring that its Affiliates, legal counsel, and accountants comply with the confidentiality obligations set forth herein.
3. 8.3. Compelled Disclosure. If the Receiving Party is required by law, regulation, or legal process to disclose Confidential Information, it shall, to the extent legally permitted, (a) provide prior written notice to the Disclosing Party, allowing the Disclosing Party an opportunity to contest or seek to limit the disclosure through a protective order or other legal remedy; (b) provide reasonable assistance if the Disclosing Party elects to contest the disclosure, with all associated costs borne by the Disclosing Party; and (c) disclose only the minimum amount of Confidential Information necessary to comply with the legal obligation if the Disclosing Party does not contest the disclosure or if its attempts to contest are unsuccessful.
   
   Any Confidential Information disclosed under this sub-section (“Compelled Disclosure”) shall remain subject to the confidentiality obligations of this Agreement and shall retain its confidentiality protections for all other purposes. Additionally, the Disclosing Party shall reimburse the Receiving Party for any reasonable costs incurred in complying with the disclosure request, including legal expenses and costs associated with compiling and providing secure access to the required information.

9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, DISCLAIMERS

1. 9.1. General Warranty. Each Party represents and warrants that it has the full legal authority to enter into and perform under this Agreement. Each Party further warrants that entering into this Agreement does not violate any applicable laws, regulations, or existing agreements to which it is bound.
2. 9.2. Zurel Limited Warranties. Zurel warrants that, during the applicable Subscription Term, the Services will perform materially in accordance with the applicable Documentation, and Zurel will not materially reduce the core functionality of the Services during the current term. Additionally, any Professional Services provided by Zurel will be performed in a diligent and professional manner.
   
   If Customer believes that a breach of warranty has occurred, it must notify Zurel in writing within thirty (30) days of first identifying the deficiency. Upon receiving notice, Zurel may, at its sole discretion, remedy the breach by: (i) correcting the deficient Service that caused the issue; (ii) providing comparable functionality to replace the affected Service; or (iii) if neither remedy is reasonably achievable, terminating the affected Service and issuing a prorated refund for any prepaid Fees covering the remaining portion of the Subscription Term.
   
   These warranty remedies apply only if the Services have been used in compliance with the applicable Documentation, this Agreement, and all applicable laws.
3. 9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED BY ZUREL ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZUREL DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, SATISFACTORY QUALITY, COMPATIBILITY WITH CUSTOMER’S EQUIPMENT, LEGALITY, ACCURACY OF INFORMATIONAL CONTENT, AND SYSTEMS INTEGRATION.
   
   ZUREL DOES NOT GUARANTEE THAT THE SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT THEY WILL MEET CUSTOMER’S SPECIFIC REQUIREMENTS OR EXPECTATIONS. ZUREL MAKES NO REPRESENTATION OR WARRANTY THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES WILL BE SECURE FROM UNAUTHORIZED ACCESS, OR THAT ANY INFORMATION PROVIDED THROUGH THE SERVICES WILL BE ACCURATE, COMPLETE, OR RELIABLE. ZUREL DISCLAIMS ALL LIABILITY FOR ANY LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS TO CUSTOMER DATA AND RECOMMENDS THAT CUSTOMER REGULARLY BACK UP ITS DATA.
   
   ZUREL DOES NOT WARRANT, ENDORSE, OR ASSUME RESPONSIBILITY FOR ANY THIRD-PARTY PRODUCTS, SERVICES, SOFTWARE, OR INTEGRATIONS USED IN CONNECTION WITH THE SERVICES. ZUREL IS NOT RESPONSIBLE FOR THE ACTS, OMISSIONS, OR FAILURES OF THIRD-PARTY SERVICE PROVIDERS, EVEN IF THEIR SERVICES ARE ACCESSED THROUGH OR INTEGRATED WITH ZUREL’S SERVICES. ANY INTERACTIONS WITH THIRD-PARTY PRODUCTS ARE AT CUSTOMER’S SOLE RISK.
   
   ZUREL MAY MODIFY, SUSPEND, OR DISCONTINUE ANY PART OF THE SERVICES AT ANY TIME. WHERE COMMERCIALLY REASONABLE, ZUREL WILL PROVIDE PRIOR WRITTEN NOTICE OF MATERIAL CHANGES TO THE SERVICES. IN THE EVENT OF A SUSPENSION OR PERMANENT DISCONTINUATION OF MATERIALLY SIGNIFICANT PORTIONS OF THE SUBSCRIPTION SERVICES (OTHER THAN FOR SCHEDULED MAINTENANCE OR EMERGENCY UPDATES), CUSTOMER SHALL BE ELIGIBLE FOR A PRO RATA REFUND OF PREPAID FEES CORRESPONDING SOLELY TO THE AFFECTED SERVICES FOR THE REMAINDER OF THE APPLICABLE SUBSCRIPTION TERM. ZUREL SHALL NOT OTHERWISE BE LIABLE FOR ANY LOSS, DAMAGES, OR INTERRUPTIONS ARISING FROM ANY MODIFICATION, SUSPENSION, OR DISCONTINUATION OF THE SERVICES.
   
   ZUREL DOES NOT GUARANTEE THAT THE SERVICES ARE FREE FROM MALWARE, VIRUSES, OR OTHER SECURITY THREATS, INCLUDING THREATS THAT MAY ARISE FROM EXTERNAL STORAGE DEVICES, INTERNET-CONNECTED DEVICES, OR OTHER INTEGRATIONS WITH THE SERVICES. CUSTOMER IS RESPONSIBLE FOR IMPLEMENTING APPROPRIATE SECURITY MEASURES TO PROTECT ITS SYSTEMS AND DATA.
   
   NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZUREL THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10. INDEMNIFICATION

1. 10.1. Indemnification by Zurel. Zurel shall defend Customer against any claim brought by a third party alleging that Customer’s authorized use of the Subscription Services (as provided by Zurel and permitted under this Agreement) infringes any valid and enforceable patent, copyright, or trademark (a “Claim”). If a third party makes a Claim against Customer, Zurel shall pay all damages, including reasonable attorneys’ fees and costs, finally awarded against Customer by a court of competent jurisdiction, or owed under a settlement approved by Zurel in writing.
   
   If a Claim is brought or threatened, or if Zurel reasonably believes that the Subscription Services may become the subject of a Claim, Zurel may, at its sole discretion and expense, (i) procure for Customer the right to continue using the applicable Subscription Service, (ii) modify the Subscription Service to make it non-infringing, (iii) replace the affected portion of the Subscription Service with non-infringing technology that has substantially similar functionality, or (iv) if Zurel determines that none of these options are commercially practicable, terminate the affected Subscription Service (or the applicable portion of the Subscription Service as necessary to resolve the claimed infringement) and refund any prepaid Fees related to the terminated portion of the Subscription Service, prorated for the remainder of the Subscription Term.
   
   Zurel’s defense and indemnification obligations do not apply to any Claim arising, in whole or in part, from (a) any modification of the Subscription Services made by anyone other than Zurel, (b) any unauthorized or unlicensed use of the Subscription Services in violation of this Agreement, (c) any use of the Subscription Services in combination with software, products, or services not provided by Zurel, (d) any Third-Party Products, (e) Beta Services or Free Services, or Subscription Services under an Order for which there is no charge (excluding discounted Subscription Services), (f) any content, data, or materials provided by Customer, including Customer Data, (g) Customer’s failure to use any Update provided by Zurel, to the extent such Update would have made the Subscription Services non-infringing, (h) any modification, custom integrations, configurations, or materials created by Zurel pursuant to Customer’s specific instructions, (i) any claim based on industry-standard functionality that is not commercially unique to the Subscription Services, and (j) any user interface or related user design elements not provided by Zurel.
   
   THIS SECTION (“INDEMNIFICATION”) STATES ZUREL’S ENTIRE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS AS DESCRIBED IN THIS SECTION (“INDEMNIFICATION”).
2. 10.2. Indemnification by Customer. Customer shall defend, indemnify, and hold harmless Zurel and its Affiliates from and against any claim, demand, suit, or regulatory action brought against Zurel by a third party (a “Claim Against Zurel”) to the extent such claim arises from or relates to (a) Customer Data, including Zurel’s use of such data in accordance with this Agreement; (b) Customer’s or its Authorized Users’ use of the Services, including any unauthorized or illegal use; (c) Customer’s or its Authorized Users’ violation of this Agreement; (d) Customer’s or its Authorized Users’ violation of any applicable law, regulation, or third-party rights, including but not limited to regulatory investigations, fines, and penalties; (e) Third-Party Products built by or on behalf of Customer that interoperate with the Services; or (f) Unauthorized use of the Services by any person using Customer’s access credentials.
   
   Customer shall indemnify and hold harmless Zurel from any damages, reasonable attorney’s fees, and costs finally awarded against Zurel, or for amounts paid under a settlement approved in writing by both Customer and Zurel, in connection with a Claim Against Zurel.
   
   THIS SECTION (“INDEMNIFICATION”) STATES CUSTOMER’S ENTIRE LIABILITY AND ZUREL’S SOLE AND EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIMS AS DESCRIBED IN THIS SECTION (“INDEMNIFICATION”).
3. 10.3. Procedure for Indemnification. The indemnification obligations of the indemnifying Party are subject to the indemnified Party (a) providing prompt written notice of any claim for which indemnification is sought, provided that failure to provide prompt notice will not relieve the indemnifying Party of its obligations except to the extent it is materially prejudiced by such failure; (b) granting the indemnifying Party sole control over the defense and any settlement negotiations, provided that the indemnifying Party may not settle any claim in a manner that imposes any financial obligation, admission of fault, or non-monetary obligation on the indemnified Party without the indemnified Party’s prior written consent; (c) providing all necessary information and reasonable assistance as requested by the indemnifying Party in connection with the defense or settlement of the claim, at the indemnifying Party’s expense; and d) not agreeing to any settlement that imposes any obligation, liability, or admission of fault on the indemnifying Party without the indemnifying Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The indemnified Party may participate in the defense at its own expense through counsel reasonably acceptable to the indemnifying Party.

11. LIMITATION OF LIABILITY

1. 11.1. EXCLUSION OF DAMAGES. EXCEPT WITH RESPECT TO A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (“INDEMNIFICATION”), NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, OR SUPPLIERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITIES, DATA, USE, ANTICIPATED SAVINGS, COSTS OF SUBSTITUTE GOODS OR SERVICES, BUSINESS INTERRUPTION, OR WORK STOPPAGE, HOWEVER CAUSED, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES WERE OTHERWISE FORESEEABLE. THIS EXCLUSION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF THE LEGAL THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY, OR OTHERWISE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
2. 11.2. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF EITHER PARTY, ITS AFFILIATES, LICENSORS, AND SUPPLIERS, INCLUDING ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS, FOR ALL CLAIMS, DAMAGES, OR LIABILITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, SHALL NOT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER FOR THE APPLICABLE SERVICES IN AN ORDER OR SOW DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. FOR CUSTOMERS USING FREE SERVICES, THE TOTAL LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT EXPAND THIS LIMIT, AND THIS LIMITATION OF LIABILITY APPLIES NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
3. 11.3. EXCEPTIONS TO LIMITATION. THE LIMITATIONS SET FORTH IN THIS SECTION (“LIMITATION OF LIABILITY”) SHALL NOT APPLY TO (1) CUSTOMER’S OBLIGATION TO PAY FEES UNDER THIS AGREEMENT; (2) EITHER PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10 (“INDEMNIFICATION”); (3) EITHER PARTY’S FRAUD; (4) CUSTOMER’S VIOLATION OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS; (5) EITHER PARTY’S NEGLIGENCE DURING THE PERFORMANCE OF PROFESSIONAL SERVICES THAT RESULTS IN DEATH OR PERSONAL INJURY; OR (6) ANY LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW.
4. 11.4. THIRD-PARTY PRODUCTS, CONTENT, & SUPPLIER LIABILITY. COMPANY DISCLAIMS ALL WARRANTIES AND LIABILITY FOR THIRD-PARTY PRODUCTS, APPLICATIONS, SERVICES, AND CONTENT USED WITH THE SERVICES. SUCH THIRD-PARTY OFFERINGS ARE PROVIDED “AS IS” AND USED AT CUSTOMER’S OWN RISK, SUBJECT TO THEIR PROVIDERS’ TERMS. COMPANY DOES NOT WARRANT, ENDORSE, OR GUARANTEE THE AVAILABILITY, SECURITY, OR FUNCTIONALITY OF THIRD-PARTY PRODUCTS OR THEIR COMPATIBILITY WITH THE SERVICES. UNDER NO CIRCUMSTANCES SHALL COMPANY’S LICENSORS, SUPPLIERS, OR AFFILIATES BE LIABLE UNDER THIS AGREEMENT.
5. 11.5. APPLICABLE TO MAXIMUM EXTENT PERMITTED BY LAW. CUSTOMER AGREES THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION (“LIMITATION OF LIABILITY”) APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY INVOKED, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, BREACH OF EXPRESS OR IMPLIED WARRANTY, NEGLIGENCE OF ANY KIND OR DEGREE, STRICT LIABILITY, SUBROGATION, INDEMNIFICATION, CONTRIBUTION, OR ANY OTHER LEGAL OR EQUITABLE THEORY.
6. 11.6. TIME LIMIT FOR CLAIMS. NO CLAIM, OR ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY UNLESS FILED WITHIN TWELVE (12) MONTHS AFTER THE EVENT GIVING RISE TO THE CLAIM. THIS TIME LIMITATION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW, REGARDLESS OF ANY LONGER STATUTE OF LIMITATIONS THAT MAY OTHERWISE APPLY.
7. 11.7. ACKNOWLEDGMENT OF LIMITATION. CUSTOMER ACKNOWLEDGES THAT THE LIMITATION OF LIABILITY IN THIS AGREEMENT IS AN ESSENTIAL ELEMENT OF THE BARGAIN BETWEEN THE PARTIES. ABSENT SUCH LIMITATION, COMPANY WOULD NOT PROVIDE THE SERVICES OR WOULD CHARGE HIGHER FEES. THIS LIMITATION APPLIES NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

12. TERM AND TERMINATION

1. 12.1. Term of Agreement. This Agreement begins on the Effective Date and remains in effect until all active Order Forms have expired or been terminated, unless terminated earlier in accordance with this Agreement. If no active Order Forms exist, this Agreement will automatically terminate ninety (90) days after the expiration or termination of the last Order Form.
   
   However, if Customer continues to access or use the services after termination or expiration, the terms of this Agreement will continue to apply to such use, unless otherwise agreed in writing.
2. 12.2. Subscription Term. The initial Subscription Term and any applicable renewal Subscription Term will begin and end in accordance with the start and end dates specified in the Order Form. For Free Services, the Subscription Term begins on the Effective Date and continues until terminated by either Party, subject to Zurel’s right to terminate Free Services at its sole discretion.
3. 12.3. Suspension.
   1. 12.3.1. Suspension for Prohibited Acts. Zurel may suspend Customer’s or any Authorized User’s access to the Services without prior notice if Zurel determines, in its reasonable discretion, that Customer or an Authorized User has used the Services in a manner that (i) violates applicable local, state, federal, or international laws or regulations, (ii) breaches any material provision of this Agreement, including but not limited to the use restrictions set forth in Section 4 (“USE OF SERVICES”), or (iii) infringes, misappropriates, or violates the Intellectual Property Rights of a third party. Zurel will make reasonable efforts to notify Customer of such suspension and may, at its sole discretion, restore access to the Services once the violation has been remedied to Zurel’s satisfaction.
   2. 12.3.2. Suspension for Non-Payment. If Customer fails to make timely payments, Zurel reserves the right to suspend access to the Services as outlined in Section 5 (“FEES AND PAYMENTS”).
   3. 12.3.3. Suspension for Security Risks and Present Harm.
      Zurel may immediately suspend, limit, or restrict access to the Services if Customer’s use (i) is subject to a denial-of-service attack or any other malicious cyber activity; (ii) is being used to engage in fraudulent, illegal, or unauthorized activity; (iii) creates a security vulnerability for the Services or other customers; (iv) consumes excessive bandwidth, storage, or computing resources, disrupting the performance of the Services for other users; or (v) causes direct harm to Zurel, its Affiliates, or third parties. Where feasible, Zurel will provide electronic or telephonic notice to Customer. Zurel will make reasonable efforts to limit the suspension to the affected portion of the Services and restore access as soon as the underlying issue is resolved.
4. 12.4. Termination for Cause. Either Party may terminate this Agreement, any active Order Form, or SOW for any of the following reasons: (a) upon written notice if the other Party is in material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice from the non-breaching Party, or immediately if such breach is incapable of being cured; (b) immediately if the other Party becomes insolvent, ceases operations, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership, liquidation, or similar proceedings that are not dismissed within forty-five (45) days; (c) immediately if Zurel reasonably determines that continued provision of the Services to Customer would violate applicable law or regulations; or (d) upon thirty (30) days’ prior written notice if either Party reasonably determines that the other Party’s actions, omissions, or conduct have caused, or are reasonably likely to cause, material harm to its business operations, reputation, or customer relationships, and such harm is not cured within the thirty (30) day notice period
5. 12.5. Effect of Termination. Upon termination or expiration of this Agreement for any reason, unless otherwise agreed by the Parties in writing, all active Order Forms and Statements of Work will automatically terminate, and Customer’s right to access and use the Subscription Services will cease immediately (a); Customer and its Authorized Users must discontinue all access to and use of the Subscription Services (b); and all outstanding payment obligations owed by Customer under this Agreement will become immediately due and payable.
   
   If Customer has fulfilled all outstanding payment obligations under this Agreement and this Agreement was not terminated by Zurel for reasons outlined in the Termination for Cause sub-section of this Section (“TERM AND TERMINATION”), then, upon Customer’s written request made within fifteen (15) days after termination, Zurel will provide Customer with access to a Subscription Service for a period of thirty (30) days solely for the purpose of accessing Customer Data. The scope of access to Customer Data during this period will be materially the same as it was under Customer’s Subscription Service at the time of termination.
   
   After forty-five (45) days, Zurel will have no obligation to maintain or provide any Customer Data and may delete or destroy all copies. If Zurel is required to retain a copy of Customer Data for legal purposes, such retained copy will remain subject to the confidentiality provisions of this Agreement.
6. 12.6. Refund or Payment upon Termination. If Customer terminates this Agreement for reasons outlined in the Termination for Cause sub-section of this Section (“TERM AND TERMINATION”), Zurel shall refund Customer the prorated portion of any prepaid Fees for the remaining Subscription Term. If Zurel terminates this Agreement for reasons outlined in the Termination for Cause sub-section of Section (“TERM AND TERMINATION”), Customer shall promptly pay all unpaid Fees. Termination shall not relieve Customer of its obligation to pay any Fees incurred prior to the effective date of termination.
7. 12.7. Termination of Free Service. Zurel may terminate Free Services at any time, with or without notice, for any reason or no reason.
8. 12.8. Surviving Provisions. The Sections titled “FEES AND PAYMENT”, “INTELLECTUAL PROPERTY RIGHTS”, “CUSTOMER DATA”, “CONFIDENTIALITY”, “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES, DISCLAIMERS”, “INDEMNIFICATION”, “LIMITATION OF LIABILITY”, “TERM AND TERMINATION”, “GENERAL PROVISIONS” and “DEFINITIONS” will survive any termination or expiration of this Agreement.

13. GENERAL PROVISIONS

1. 13.1. Assignment. Neither Party may assign this Agreement, in whole or in part, or any right or obligation under it, without the prior written consent of the other Party, which shall not be unreasonably withheld. However, either Party may assign this Agreement without consent to an Affiliate or in connection with a merger, consolidation, corporate reorganization, sale of all or substantially all of its assets or business, or other change-of-control transaction, provided that the successor entity is not a direct competitor of the non-assigning Party.
   
   Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns. Assignment does not relieve Customer of its obligation to pay any Fees incurred before the assignment. Any attempted assignment in violation of this provision will be void and of no effect.
2. 13.2. Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. Each Party remains solely responsible for its own obligations and actions under this Agreement.
3. 13.3. Force Majeure. Neither Party will be liable for any failure or delay in its performance under this Agreement to the extent caused by a Force Majeure Event. However, this provision does not apply to Customer’s payment obligations under this Agreement. The affected Party shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.
4. 13.4. Third-Party Beneficiaries. This Agreement is solely between Zurel and Customer, and there are no third-party beneficiaries to this Agreement. Customer acknowledges that Zurel has no obligations or liability whatsoever to any third party with which Customer does business.
5. 13.5. Notices. Notices to Customer will be delivered via email or overnight delivery service to the address associated with the Order Form. Notices to Zurel will be delivered via email to [email protected] or by overnight delivery service to ZurelSoft, Inc., Attn: Customer Support, 16870 W Bernardo Dr., Suite 400, San Diego, CA 92127. All notices must be in writing and will be effective when received.
6. 13.6. Entire Agreement. This Agreement, together with all referenced exhibits, schedules, attachments, fully executed Order Forms, and any linked terms, constitutes the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous communications, representations, agreements, arrangements, understandings, proposals, or representations, whether oral or written, between the Parties with respect to its subject matter.
   
   The Parties agree that any pre-printed or boilerplate terms included in a Party’s purchase order or other ordering documents (excluding Order Forms) are void and will have no effect.
   
   This Agreement may only be amended or waived by a written agreement signed by both Parties, which must specifically reference the provisions being modified, except that modifications to this Agreement may be made upon renewal of the Subscription Term.
   
   Zurel’s obligations under this Agreement are not contingent on the delivery of any future functionality or features of the Subscription Services, nor are they dependent on any oral or written comments made by Zurel regarding future functionality or features.
7. 13.7. Order of Precedence. In the event of any conflict or inconsistency between the terms of this Agreement and any related documents, the order of precedence shall be as follows: (1) the applicable Order Form, (2) any applicable SOW, (3) any Exhibits, schedules, or attachments to this Agreement, (4) the main body of this Agreement, and (5) any linked terms referenced herein.
   
   If a document amends or modifies another document within this hierarchy, the amendment shall take precedence only with respect to the specific provisions being modified.
   
8. 13.8. Export Control and Sanctions. Each Party shall comply with all applicable export control, trade sanctions, and economic sanctions laws and regulations, including those administered by the U.S. Department of Commerce, U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), and any other relevant governmental authority.
   
   Each Party represents that it is not listed on any U.S. government denied-party list, including but not limited to the Specially Designated Nationals (SDN) and Blocked Persons List or the Entity List, and is not owned or controlled by any such listed entity or individual.
   
   Customer shall not, and shall ensure that Authorized Users do not: (i) access or use the Services from any U.S.-embargoed country or region; (ii) violate, or cause any person to violate, applicable Export Control and Sanctions Laws and Regulations; or (iii) store, retrieve, or transmit technical data controlled under the U.S. International Traffic in Arms Regulations (ITAR) or any other restricted data under applicable export control laws.
   
   Each Party agrees to promptly notify the other Party if it becomes subject to any restrictions under Export Control and Sanctions Laws that may impact its ability to perform under this Agreement.
9. 13.9. Governing Law & Venue. This Agreement, along with any claim, dispute, action, cause of action, or request for relief arising out of or relating to this Agreement, shall be governed by and construed in accordance with the substantive laws of the State of California, without regard to any conflict of law principles that would require the application of the laws of another jurisdiction.
   
   Except as otherwise provided in sub-section 13.11 (“Dispute Resolution”), any action to enforce an arbitration award, seek injunctive relief, or bring a claim permitted to proceed outside of arbitration shall be submitted exclusively to the state or federal courts located in San Diego County, California, and the Parties irrevocably consent to the jurisdiction and venue of such courts. Each Party waives any objection to jurisdiction and venue, including objections based on inconvenient forum.
   
   Additionally, the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement, regardless of jurisdiction.
10. 13.10. Applicable Law & Anti-Corruption. Each Party shall comply with all applicable laws and regulations, including those governing anti-bribery and anti-corruption, in connection with its performance under this Agreement. Neither Party, nor any of its directors, officers, employees, agents, or representatives, has offered, promised, made, authorized, or received any bribe, kickback, or improper payment, whether directly or indirectly, in connection with this Agreement.
    
    However, reasonable and lawful gifts, entertainment, sponsorships, charitable donations, and referral bonuses that comply with applicable laws and are not given with the intent to obtain or retain business or gain an improper advantage do not constitute a violation of this provision.
11. 13.11. Dispute Resolution. The Parties shall first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiations between their respective representatives with the authority to resolve such disputes. If the Parties are unsuccessful in reaching a resolution within a reasonable time, either Party may submit the dispute to binding arbitration, except as provided in the exceptions below.
    
    The requirement to arbitrate does not apply to certain claims. If the total monetary relief sought by all named parties qualifies as a claim in small claims court, either Party may pursue the claim there instead of arbitration. However, if a claim is transferred, removed, or appealed to a different court, either Party may require that it be submitted to final and binding arbitration. Additionally, either Party may seek injunctive relief in court for claims related to unauthorized use, misappropriation, or infringement of intellectual property or breach of confidentiality obligations.
    
    Arbitration shall be conducted in English and administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules. The arbitration shall take place in San Diego, California, unless otherwise agreed by the Parties. The arbitration shall be confidential, and neither Party shall disclose its existence, content, or outcome without the other Party’s written consent, except as required by law.
    
    The arbitrator may award compensatory damages but shall not have the authority to award punitive, consequential, special, or exemplary damages. The arbitrator’s decision shall be final and binding on both Parties, and judgment upon the award may be entered in any court of competent jurisdiction. Each Party irrevocably waives any right to appeal the arbitration award, including any right to judicial review of the award’s substance, except as expressly permitted under applicable arbitration rules. Each Party further waives any right it may have under the laws of any jurisdiction to challenge, set aside, or seek modification of the arbitration award.
    
    Arbitration shall be conducted on an individual basis, and neither Party shall participate in or seek relief through class, collective, consolidated, or representative actions. If this waiver is found unenforceable, the dispute must be brought in a court of competent jurisdiction rather than through arbitration. Additionally, each Party waives the right to a jury trial for any dispute arising under this Agreement.
    
    The arbitration and this Agreement shall be governed by the laws of the State of California, without regard to conflict of laws principles. If a Party refuses to comply with an arbitration ruling, the other Party may enforce it in any court with jurisdiction over both Parties. If this arbitration clause is found unenforceable, the Parties agree that disputes shall be resolved in the state or federal courts of San Diego, California.
12. 13.12. Publicity. Customer grants Zurel a limited, non-exclusive, and revocable right to use Customer’s name and logo for the purpose of identifying Customer as a client on Zurel’s website, marketing materials, and promotional content, subject to Customer’s trademark guidelines or written instructions.
    
    Zurel may also issue a press release announcing Customer as a client, provided that Zurel obtains Customer’s prior written approval of the release text before publication. Once published, Zurel may use the approved content in its marketing materials, website, and promotional efforts without requiring additional approvals.
    
    Customer retains the right to revoke or modify these permissions at any time by providing written notice to Zurel. Upon receiving such notice, Zurel shall comply within a commercially reasonable time and cease or modify the use of Customer’s name, logo, or approved content in accordance with the request.
13. 13.13. Titles and Headings; Interpretation. The section titles, headings, and captions in this Agreement are for convenience only and shall not affect the meaning, construction, or interpretation of any provision. They do not create legal obligations or confer any rights.
    
    For purposes of interpretation, the terms “including,” “includes,” “such as,” and similar expressions shall be deemed to be followed by “without limitation”, and shall not be construed as terms of limitation unless expressly stated otherwise.
14. 13.14. Miscellaneous. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to achieve the Parties’ original intent while remaining enforceable. If modification is not possible, the provision shall be deemed severed, and the remaining provisions shall continue in full force and effect.
    
    This Agreement shall be interpreted and construed exclusively in the English language, which shall govern in the event of any conflict or inconsistency with translated versions. Any notices, communications, or legal proceedings under this Agreement must be provided in English.
    
    Failure by either Party to exercise or enforce any right or remedy under this Agreement shall not constitute a waiver of such right or remedy.

14. DEFINITIONS

1. 14.1. “Account” means Customer’s account for the Services.
2. 14.2. “Affiliate” means any entity that controls, or is controlled by, or is under common control with the subject entity. “Control” for purposes of this definition means direct or indirect ownership or control of more than 50% of the voting interests of such entity.
3. 14.3. “Aggregated Data” means data, insights, statistics, or other information that has been combined, de-identified, and/or anonymized so that it does not and cannot identify Customer, Authorized Users, or any individual. Aggregated Data may be derived from Customer Data, system performance data, Usage Metrics, and other operational information, but it does not include any personally identifiable information or data that could be re-identified.
4. 14.4. “Agreement” means these Terms and all applicable Order Forms.
5. 14.5. “Authorized User” means any employee, representative, consultant, contractor, or agent of Customer who is authorized by Customer to access or use the Services for Customer’s benefit and who has been provided with a unique user identification and password.
6. 14.6. ” Beta Services” means any Zurel services, features, or functionality that have not been made generally available to all customers and have been designated by Zurel as beta, trial, pilot, limited release, preview, non-production, pre-release, or a similar designation.
7. 14.7. “Billing Period” means the recurring period for which Customer agrees to prepay Fees under an Order Form. The Billing Period may be the same length as the Subscription Term specified in the Order Form or a shorter interval, as set forth in the Order Form. For example, if Customer subscribes to the Subscription Services for a one (1) year Subscription Term and agrees to make payments on a montly basis, the Billing Period will be one (1) month.
8. 14.8. “Customer” means (i) the entity identified in the applicable Order Form, SOW, account record, billing statement, or online subscription process as the customer; (ii) any entity or individual who accesses or uses the Services in accordance with this Agreement; (iii) any individual using the Services on their own behalf, provided they have a valid subscription or authorized access; and (iv) any Affiliate of the Customer that is expressly authorized to use the Services under this Agreement.
9. 14.9. “Customer Data” means any content, data, information, or other materials that Customer or an Authorized User submits, uploads, transmits, or otherwise provides to the Services. Customer Data does not include (i) Aggregated Data, (ii) content obtained from publicly available sources, or (iii) any suggestions, enhancement requests, recommendations, corrections, or other feedback related to the Services.
10. 14.10. “Documentation” means the official Zurel-provided user guides, manuals, and other instructional materials applicable to the Services, whether in electronic, paper, or equivalent form, as updated from time to time and made available by Zurel at https://kb.zurel.app/help-guide or through other communication channels designated by Zurel.
11. 14.11. “Electronic Payment Information” means the details and credentials associated with Customer’s selected Electronic Payment Method, including but not limited to credit card information, bank account details, ACH payment instructions, or other electronic payment credentials that Customer provides to Zurel or its designated third-party payment processor for the purpose of processing payments under this Agreement.
12. 14.12. “Electronic Payment Method” means a valid and updated payment method authorized by Customer for the purpose of paying Fees under this Agreement, including but not limited to credit cards, debit cards, Automated Clearing House (ACH) transfers, wire transfers, and digital payment services that Customer authorizes Zurel or its designated payment processor to use for the purpose of paying Fees under this Agreement.
13. 14.13. “Export Control and Sanctions Laws and Regulations” means all applicable laws and regulations governing the export, re-export, or in-country transfer of goods, technology, software, or services, as well as those imposing trade or financial sanctions against designated countries, territories, individuals, or entities. This includes, but is not limited to, the International Traffic in Arms Regulations (ITAR) administered by the U.S. Department of State and its Directorate of Defense Trade Controls, the Export Administration Regulations (EAR) administered by the U.S. Department of Commerce and its Bureau of Industry and Security, and the sanctions programs enforced by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury, along with any other applicable international, national, or local regulations.
14. 14.14. “Force Majeure Event” means any event, circumstance, or occurrence beyond the reasonable control of a Party that prevents or delays its performance under this Agreement, including but not limited to natural disasters (such as earthquakes, floods, wildfires, or severe storms), government actions, regulatory changes, public health emergencies, strikes or labor disputes, cyber-attacks, utility failures, telecommunications disruptions, and any other unforeseen event that makes performance impracticable.
15. 14.15. “Free Services” means any products, features, or services that Zurel provides to Customer at no charge, including but not limited to trial access, beta features, or other promotional offerings. Free Services are provided “as is” and without any uptime, support, or warranty commitments.
16. 14.16. “Intellectual Property Rights” means all rights, title, and interest in and to intellectual property throughout the world, including but not limited to patents, copyrights, trademarks, trade secrets, moral rights, authorship rights, database rights, industrial designs, mask work rights, and any other proprietary rights, whether registered or unregistered, as well as any applications, registrations, renewals, extensions, or improvements thereof.
17. 14.17. “Order” or “Order Form” means a written or electronic document, including an online subscription process, executed by the Parties, that specifies the Services subscribed to by Customer, the scope, quantity, Fees, Subscription Term, and other relevant details, and is incorporated by reference into this Agreement.
18. 14.18. “Privacy Policy” means Zurel’s then-current privacy policy, which details Zurel’s practices with respect to the data and information collected or obtained through the Services.
19. 14.19. “Professional Services” means implementation, technical, consulting, training, or similar services provided by or through Zurel or its Affiliates, as described in the applicable Order Form or SOW, excluding Subscription Services, Support Services, and Free Services.”
20. 14.20. “Reseller” means a third party authorized by Zurel or its Affiliates to promote, distribute, and/or resell the Services.
21. 14.21. “Services” means, collectively and as applicable, the Subscription Services, Support Services, and Professional Services that Customer has ordered and Zurel has agreed to provide, as specified in the applicable Order Form or SOW. The term also includes Free Services that Zurel makes available to Customer, subject to the limitations outlined in this Agreement.
22. 14.22. “Software” means the proprietary software applications, mobile applications, and platforms provided by or on behalf of Zurel as part of the Services, including but not limited to all updates, enhancements, modifications, bug fixes, patches, and new versions made available by or on behalf of Zurel.
23. 14.23. “SOW” or “Statement of Work” means a document executed by the Parties that describes the Professional Services purchased by Customer pursuant to an Order Form , including scope, deliverables, timeline, and Fees, and is incorporated by reference into this Agreement.
24. 14.24. “Subscription Services” means the cloud-based software-as-a-service offered by or through Zurel or its Affiliates on a subscription basis via an Order Form, including all associated maintenance updates, security patches, and performance enhancements. Subscription Services provide the functionality described in the Documentation and may be accessed online, via mobile application, or other forms. Certain Updates, including feature expansions or new modules, may be offered separately at Zurel’s discretion. Subscription Services exclude Professional Services, Support Services, and Free Services.
25. 14.25. “Subscription Term” means the entire period during which Customer is authorized to use the Subscription Services, including the initial term and any applicable renewal terms, as specified in the applicable Order Form.
26. 14.26. “Support Services” means the type of customer support for the Subscription Services provided by or through Zurel or its Affiliates, as may be specified or purchased within an Order Form.
27. 14.27. “ Third-Party Products” means any applications, platforms, integrations, software, or services not provided by Zurel that may be used by Customer in conjunction with the Services. This includes, but is not limited to, third-party products that integrate with Zurel’s Services via Zurel’s API or those made available through third-party marketplaces.
28. 14.28. “Updates” means modifications, improvements, or expansions that Zurel may introduce to its offerings, including but not limited to new modules, features, enhancements, bug fixes, and security patches.
29. 14.29. “Usage Metric” means the unit of measure, multiplied by the associated quantity, as specified in the applicable Order Form, that determines the scope of Customer’s access to and use of the Subscription Services, and may be used to calculate associated Fees.
30. 14.30. “Zurel” means ZurelSoft, Inc., including its successors and permitted assigns.