PLEASE READ THIS AGREEMENT BEFORE USING ZURA LABS (“ZURA” OR “COMPANY”) SERVICES. BY ACCESSING OR USING ZURA’S PRODUCTS OR SERVICES, YOU (THE “CUSTOMER”) SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICES

     This Software as a Service Subscription Agreement (“Agreement”) is entered into by and between Customer and Company (collectively “Party” or “Parties). Company and Customer agree that the following terms and conditions will apply to the services provided under this Agreement.

     This Agreement permits Customer to purchase subscriptions to software-as-a-service products and other services from Company through completion of the Company’s online registration (“Registration Form”), which is incorporated by reference and made a part of this Agreement, and sets forth the basic terms and conditions under which those products and services will be delivered, which may be supplemented by terms and conditions and the Registration Form. This Agreement will govern Customer’s initial purchase on the date set forth as well as any future purchases made by Customer that reference this Agreement. Each Service is provided on a subscription basis for a set term designated herein or in the applicable Registration Form (each, a “Subscription Term”).

1.   DEFINITIONS

“Administrator User” means each Customer individual designated by Customer to serve as technical administrator of the SaaS Services on Customer’s behalf.

“Customer Content” means all data and materials provided by or for Customer to Company for use in connection with the SaaS Services, including, without limitation, customer applications, data files, and graphics. For clarity, Customer Content shall be considered Confidential Information. All output, copies, reproductions, improvements, reports, modifications, adaptations, translations, and other derivative works of, based on, derived from, or otherwise using any Customer Content are Customer Content.

“Documentation” means the user guides, online help, release notes, training materials, and other documentation provided or made available by Company to Customer regarding the use or operation of the SaaS Services.

“Host” means the computer equipment on which the Software is installed, which is owned and operated by Company or its subcontractors.

“Other Services” means all technical and non-technical services performed or delivered by Company, which shall be governed by separate agreements, including, without limitation, implementation services and other professional services, training and education services but excluding the SaaS Services. Other Services will be provided on a time and material basis at such times or during such periods, as may be specified in a purchase order (“Purchase Order”) and mutually agreed to by the parties. All Other Services will be provided on a non-work for hire basis.

“Software” means the object code version of any software to which Customer is provided access as part of the Services, including any updates or new versions.

“SaaS Services” or “Services” refers to the specific Company service identified in the selected Subscription Level for the Company’s Software that is hosted by Company, Customer or its services provider and made available to Customer over a network on a term-use basis.

“Subscription Level” shall mean the Company’s various services available for purchase on a Subscription Term and their associated fees, as further described on Company’s website.

“Subscription Term” shall mean that period specified herein or in a Registration Form (or renewal thereof) during which Customer will have on-line access and use of the Software through Company’s SaaS Services.

“User” shall mean an individual that will be granted access to the Software through this Agreement and any applicable Registration Forms.

2.   SAAS SERVICES

   2.1   During the Subscription Term, Customer will receive a limited, revocable, nonexclusive, non-assignable, royalty free, worldwide right to access and use the Software and SaaS Services identified in a Registration Form, which is incorporated herein for all intents and purposes, solely for Customer’s internal business operations subject to the terms of this Agreement and up to the number of Users documented in the Registration Form.

   2.2   Customer acknowledges that this Agreement is a services agreement, and Company will not be delivering copies of the Software to Customer as part of the SaaS Services. The Parties may agree to the provision of Other Services which will be set forth in a Purchase Order or other agreement, which will be incorporated by reference into this Agreement.

   2.3   Subject to the terms of this Agreement and during the Subscription Term specified in an applicable Registration Form, Company will use commercially reasonable efforts to provide Customer the services in accordance with this Agreement.

3.   RESTRICTIONS

   3.1   Customer shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized Users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, (vii) sell, assign, or transfer the SaaS Services or take any action not expressly permitted by this Agreement, including any action that would cause any proprietary elements of the SaaS Services or Software that are not in the public domain to enter the public domain, (viii) take any action that is inconsistent with Company or its licensors’ rights in the SaaS Services, and Customer shall make reasonable efforts to protect, and cooperate in Company’s efforts to enforce such rights, (ix) use Company or Company’s name, trade or service marks, or likeness in any public communication or public medium without the prior written consent of Company, (x) make any disparaging statements or engage in and disparaging conduct against Company or Company’s services, or (xi) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Customer shall have no right, title, or license in the SaaS Services, Software, or otherwise, and Company shall own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein. Customer agrees to assign all right, title and interest it may have in the foregoing to Company. Customer shall promptly notify Company, in writing, of any violation (actual or suspected) of Company’s rights in the SaaS Services or Software.

   3.2   Customer represents, covenants, and warrants that Customer will use the SaaS Services in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any third-party claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of SaaS Services (including but not limited to content Customer uses in conjunction with the SaaS Services). Customer shall keep full, true, and accurate records, books, and accounts pertaining to this Agreement. Company shall have the right to examine and inspect such books, accounts, and records and all other relevant documents in order to ensure compliance with the terms and conditions contained herein. Company shall provide Customer no less than seven (7) days prior written notice before conducting an audit, and the audit shall occur during normal business hours. All such books, records, and accounts shall be maintained by the Customer for no less than three (3) years after termination or expiration of this Agreement. in accordance with industry standards. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.

   3.3   Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the SaaS Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”) Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

   3.4   The Services are subject to the scope of use specified in the applicable Subscription level or Registration Form. Customer agrees that it is responsible for the nature and content of all materials, works, data, statements, and other visual, graphical, video, written or audible communications of any nature submitted by Customer or otherwise used through its account by authorized Users. Customer agrees not to use or permit the use of the Service: (a) to communicate any message or material that is defamatory, harassing, libelous, threatening, or obscene; (b) in a way that violates or infringes upon the intellectual property rights or the privacy or publicity rights of any person or entity or that may otherwise be unlawful or give rise to civil or criminal liability; (c) in any manner that is likely to damage, disable, overburden, or impair the Service or interfere in any way with the use or enjoyment of the Service by others; (d) to introduce any malware or other malicious activity in Customer’s use of the Service; (e) in violation of any export law or regulation; or (f) in any way that constitutes or encourages conduct that could constitute a criminal offense.

   3.5   Company may at any time suspend any use of the Service and/or remove or disable any content as to which Company reasonably and in good faith believes is in violation of this Agreement. Company agrees to provide Customer with prior written notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Service or any third party, in which case Company will notify Customer to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.

4.   CUSTOMER RESPONSIBILITIES

   4.1   Assistance. Customer shall provide commercially reasonable information and assistance to Company to enable Company to deliver the SaaS Services. Upon request from Company, Customer shall promptly deliver Customer Content to Company in an electronic file format reasonably specified and accessible by Company. Customer acknowledges that Company’s ability to deliver the SaaS Services in the manner provided in this Agreement may depend upon the accuracy and timeliness of such information and assistance.

   4.2   Compliance with Laws. Customer shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Customer acknowledges that Company exercises no control over the content of the information transmitted by Customer or the Users through the SaaS Services. Customer shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

   4.3   Unauthorized Use; False Information. Customer shall: (a) notify Company immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Company immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Customer or any User, and (c) not provide false identity information to gain access to or use the SaaS Services.

   4.4   Administrator Access. Customer shall be solely responsible for the acts and omissions of its Administrator Users. Company shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

   4.5   Customer Input. Customer is solely responsible for collecting, inputting and updating all Customer Content stored on the Host, and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious, or (iii) otherwise violate applicable law. Customer agrees to defend, indemnify, and hold harmless Company from any claims arising from Customer’s violation of this Section.

   4.6   License from Customer. Subject to the terms and conditions of this Agreement, Customer shall grant to Company a limited, non-exclusive, and non-transferable license, to copy, store, configure, perform, display, and transmit Customer Content solely as necessary to provide the SaaS Services to Customer.

   4.7   Ownership and Restrictions. Customer retains ownership and intellectual property rights in and to its Customer Content. Company or its licensors retain all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement except as may otherwise be provided hereunder. Third party technology that may be appropriate or necessary for use with some Company programs is specified in the program Documentation or ordering document as applicable. Customer’s right to use such third-party technology is governed by the terms of the third-party technology license agreement specified by Company and not under the Agreement.

   4.8   Suggestions. Customer may provide feedback or suggestions related to the Services or otherwise (“Feedback”). Customer acknowledges and expressly agrees that any contribution of Feedback does not and will not give or grant Customer any right, title or interest in the Services or in any such Feedback. All Feedback becomes the sole and exclusive property of the Company, and the Company may use and disclose Feedback in any manner and for any purpose whatsoever without further notice or compensation to Company and without retention by Customer of any proprietary or other right or claim. Customer hereby assigns to the Company any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property right) that Customer may have in and to any and all Feedback.

   4.9   Hiring Practices. As one of Company’s SaaS Services, Company offers ZuraTM, which Customer may use in evaluating a potential employee’s suitability for employment with Customer. ZuraTM is intended to be used as a tool for Customer, and to potentially assist Customer in its employment-related decisions, but Customer remains solely responsible for all hiring decisions and outcomes, and for ensuring those decisions comply with applicable employment laws and the guidelines issued by the Equal Employment Opportunity Commission (“EEOC”). Customer represents and warrants that it shall not rely solely on automated outputs from the SaaS Services to make final employment decisions without appropriate human review and oversight. Customer represents and warrants that it shall use the Services in a manner consistent with all applicable laws, including but not limited to the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (“ADA”), the Age Discrimination in Employment Act (“ADEA”), etc. Customer shall not use the Services in a discriminatory manner, and Customer represents and warrants that it shall regularly evaluate the use of the Services to ensure compliance with applicable law. Company shall have no liability for any causes of actions resulting from Customer’s failure to comply with this Section or applicable law. Customer shall indemnify, defend, and hold harmless the Company, its officers, directors, employees, and affiliates from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorney’s fees) arising out of or related to (i) Customer’s failure to comply with applicable law or EEOC guidelines, (ii) Customer’s misuse or inappropriate implementation of the Services, or (iii) Customer’s acts or omissions taken as a result of use of or reliance on the Services.

5.   ORDERS AND PAYMENT

   5.1   Orders. Customer will pay Company the fees specified in the applicable Subscription level (the “Fees”)

   5.2   Invoicing and Payment. Fees are due and payable thirty (30) days after the date of the invoice, unless (a) Customer is paying via Credit Card or (b) specified in the applicable Registration Form. After thirty (30) days, unpaid amounts accrue interest at a rate of eighteen percent (18%) per annum, or the highest amount allowed by law, whichever is less, plus all expenses of collection. Failure to pay for Services when due may result in immediate termination of Service or a suspension in Services, which Company may do with or without notice to Customer. Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income. All fees are non-cancelable and non-refundable. Company shall have no obligation to perform services, maintenance, upgrades, or otherwise allow access to the SaaS Services and Software unless all outstanding fees are paid in full. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than thirty (30) days after receipt of the invoice in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.

   5.3   Expenses. Customer will reimburse Company for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. Company shall notify Customer prior to incurring any such expense. Company shall comply with Customer’s travel and expense policy if made available to Company prior to the required travel.

   5.4   Billing. If Customer is paying via Credit Card, and agreeing to purchase any Services, Customer hereby authorizes Company (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date, if there are fewer days in a particular month) during the Subscription Term for all fees in accordance with the applicable Subscription Level.

   5.5   Taxes. Company shall bill Customer for applicable taxes as a separate line item on each invoice. Customer shall be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to Customer’s purchase and use of the services. Customer shall not be liable for taxes based on Company’s net income, capital or corporate franchise.

6.   TERM AND TERMINATION

   6.1   Term of Agreement. The term of this Agreement shall begin on the Effective Date and shall continue until for a period of three (3) years unless earlier terminated by either party as outlined in this Section. Unless otherwise specified on the applicable Registration Form or Subscription level, each Subscription Term will automatically renew for additional one (1) year periods unless either Party gives the other written notice of termination at least thirty (30) days before the expiration of the then-current Subscription Term.

   6.2   Termination. Either party may terminate this if the other party materially breaches any of the terms or conditions of this Agreement and such breach remains uncured following thirty (30) days written notice to the other party. Customer will pay for the services up to and including the last day on which the services are provided. Upon any termination, Company will make all Customer data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer data.

   6.3   Suspension for Non-Payment. Company reserves the right to suspend delivery of the SaaS Services if Customer fails to timely pay any undisputed amounts due to Company under this Agreement, but only after Company notifies Customer of such failure and such failure continues for fifteen (15) days. Suspension of the SaaS Services shall not release Customer of its payment obligations under this Agreement. Customer agrees that Company shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Customer’s nonpayment.

   6.4   Suspension for Ongoing Harm. Company reserves the right to suspend delivery of the SaaS Services if Company reasonably concludes that Customer or a User’s use of the SaaS Services is causing immediate and ongoing harm to Company or others. In the extraordinary case that Company must suspend delivery of the SaaS Services, Company shall immediately notify Customer of the suspension, and the parties shall diligently attempt to resolve the issue. Company shall not be liable to Customer or to any third party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this Section 6.4. Nothing in this Section 6.4 will limit Company’s rights under Section 6.5 below.

   6.5   Effect of Termination.

        
• Upon termination of this Agreement or expiration of the Subscription Term, Company shall immediately cease providing the SaaS Services and all usage rights granted under this Agreement shall terminate.
        
• If Company terminates this Agreement due to a breach by Customer, then Customer shall immediately pay to Company all amounts then due under this Agreement and to become due during the remaining term of this Agreement, but for such termination.

7.   WARRANTIES, INDEMNIFICATION, AND INSURANCE

   7.1   Warranty. Company warrants that the Services will be delivered in a professional manner consistent with general industry standards and that the SaaS Services will perform substantially in accordance with the Documentation. For any breach of a warranty, Customer’s exclusive remedy shall be as provided inSection 6. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall make reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

   7.2   COMPANY DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT COMPANY WILL CORRECT ALL SAAS SERVICES ERRORS.CUSTOMER ACKNOWLEDGES THAT COMPANY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY COMPANY (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER COMPANY NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL COMPANY OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.(1) USE OF THE SAAS SERVICES ARE ENTIRELY AT CUSTOMER’S OWN RISK; (2) THE SAAS SERVICES AND ALL CONTENTS ARE PROVIDED “AS IS” AND “WHERE IS”; (3) COMPANY DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO (A) ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, PRODUCTS, OR SERVICES; (B) ANY WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTIES THAT THE SERVICES SHALL RUN BUG-FREE, ERROR-FREE OR THAT ANY SUCH ERRORS OR BUGS MAY OR WILL BE FIXED;(D) WARRANTIES THAT THE SERVICES SHALL RUN WITHOUT INTERRUPTION OR DELAY; (E) WARRANTIES THAT THE SERVICES WILL BE COMPLETELY SECURE; AND (F) ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. IT IS UNDERSTOOD THAT THE PROVISION OF SERVICES IS DEPENDENT UPON THE CONTINUED AVAILABILITY OF COMMUNICATIONS FACILITIES TO COMPANY AND COMPANY DOES NOT WARRANT SUCH AVAILABILITY.

   7.3   Warranties of Customer. Customer represents and warrants that:

      
• Customer is a duly organized, validly existing company is good standing with the laws of its incorporation. Customer has all requisite power and authority to execute, deliver, and perform its obligations under this Agreement, and the execution, delivery, and performance of this Agreement will not conflict with, result in a breach of, or constitute a default under any other agreement to which Customer is a party or by which customer is bound.
      
• Customer shall cooperate with Company in all matters relating to the SaaS Services and appoint a Customer representative to serve as the primary contact with respect to matters relating to this Agreement and who will have the authority to act on behalf of Customer.
      
• Customer shall respond promptly to any Company request to provide information, direction, approvals, authorizations, or decisions that are reasonably necessary for Company to perform the SaaS Services in accordance with this Agreement.
      
• Any and all Software installed by Company on Customer’s system is and shall remain the property of Company and that Customer has no right, title, or interest in the same, other than a limited license as provided herein, and such Software shall not be altered, tampered with, reverse engineered, uninstalled, or otherwise modified in any manner that would alter the efficiency or productiveness of the Software.
      
• No other company, individual, or otherwise shall be permitted to modify, service, repair, alter, etc., the Software, other than Company.

8.   LIMITATIONS OF LIABILITY

    IN NO EVENT SHALL COMPANY, ITS EMPLOYEES, AGENTS, CONTRACTORS, SUCCESSORS, ASSIGNS OR AFFILIATES BE LIABLE TO CUSTOMER FOR ANY DAMAGES, COSTS OR EXPENSES INCLUDING WITHOUT LIMITATION ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST BUSINESS, PROFITS, DATA, OR USE OF ANY SERVICE, ARISING OUT OF OR RELATED TO THE USE OF THE SERVICES INCLUDING WITHOUT LIMITATION THE CONTENTS, SUPPORT, INABILITY TO GAIN ACCESS OR USE THEREOF, OR BREACH OF ANY WARRANTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. FURTHER, LIABILITY OF COMPANY FOR ANY AND ALL CAUSES OF ACTION, SUITS, CLAIMS, INCLUDING WITHOUT LIMITATION ANY NEGLIGENCE, BREACH OF CONTRACT AND/OR ANY OTHER CAUSE OF ACTION SHALL IN NO EVENT EXCEED an amount EQUIVALENT TO THE PROPORTIONATE CHARGE TO THE CUSTOMER FOR THE SPECIFIC PRODUCT AND THE PERIOD during which such FAILURE TO PERFORM THE service ALLEGEDLY occurRED. In addition, COMPANY SHALL not be liable for any lost profits, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, RIGHTS OR SERVICES, LOSS OF DATA (INCLUDING CUSTOMER DATA), OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, or for any claim or demand against the Customer by any other Party. The remedies specified IN THIS AGREEMENTare exclusive

9.   INDEMNIFICATION

   9.1   Indemnification by Company. If a third party makes a claim against Customer that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, Company shall defend Customer and its directors, officers and employees against the claim at Company’s expense and Company shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded or agreed to in a written settlement agreement signed by Company, to the extent arising from the claim. If the Saas Services becomes, or in Company’s reasonable opinion is likely to become, the subject of an infringement or misappropriate claim, Company shall, at its sole option and expense, procure for Customer the right to continue use of the SaaS Services, modify the SaaS Services in a manner that does not materially impair the functionality, or terminate the Subscription Term and repay to Customer any amount paid by Customer with respect to the Subscription Term following the termination date. The obligations set forth above, in conjunction with Company’s duty to indemnify, are Customer’s sole remedy and Company’s only liability with respect to a claim for misappropriation or infringement of the SaaS Services, Software, Documentation, or otherwise provided to Customer by Company. Further, Company’s duty to indemnify or otherwise take remedial action under this Section, only apply if the SaaS Services and Software are in their unaltered and unmodified state as provided by Company to Customer. Company shall have no obligations to indemnify or otherwise be liable for any claims to the extent they arise out of (i) any materials, instruction, information, designs, or specifications provided by Customer to Company, (ii) use of the SaaS Services/Software in combination with any materials or equipment not supplied by Company or specified by Company, or not using the latest version of the SaaS Services or Software, if the infringement would have been avoided by the use of SaaS Services and Software not so combined or use of the latest version, or (iii) any modifications or changes made to the SaaS Services or Software by or on behalf of any person other than Company or Company personnel

   9.2   Indemnification by Customer. Customer, on behalf of itself and its heirs, assigns and beneficiaries, at its expense, and upon the indemnified Party’s written notification of such claim, agrees to indemnify and hold harmless the Company, its affiliates, agents, officers, directors, shareholders and employees, from and against, and in respect of, any and all liabilities, losses, claims of loss, damages, settlements, claims, costs and expense, (including without limitation court costs and reasonable attorneys’ fees), and any and all actions, suits, proceedings, demands, penalties, assessments, or judgments, costs and expenses incidental to the foregoing losses asserted against the Company by third parties and which are related or directly and proximately caused by (i) any unauthorized use or disclosure of Confidential Information; (ii) any amounts assessed to the Company that are the responsibility of the Customer; (iv) Customer’s failure to comply with applicable laws; or (v) Customer Content, including that the Customer Content: (a) infringes any patent, copyright, or trademark, or misappropriates any trade secret, (b) violates data privacy protections, or (c) was wrongfully used by the Customer.

   9.3   Conditions for Indemnification. A Party seeking indemnification under this section shall (a) promptly notify the other Party of the claim,(b) give the other Party sole control of the defense and settlement of the claim, and (c) provide, at the other Party’s expense for out-of-pocket expenses, the assistance, information, and authority reasonably requested by the other Party in the defense and settlement of the claim.

10.   CONFIDENTIALITY

   10.1   Definition. “Confidential Information” means information that has or may be disclosed by one Party (the Disclosing Party) to the other Party (the “Receiving Party”) that is confidential or proprietary in nature, which is marked “confidential” or “proprietary” at the time of disclosure or under the circumstances surrounding the disclosure, it should be reasonably clear that such information is confidential or proprietary. Confidential Information includes, but is not limited to, all technical information, such as, assays and assay results, resource estimates and/or projections, methods, processes, formulae, compositions, systems,techniques, inventions, machines, computer programs, research projects, and experimental or developmental work relating to any project or organization; all business information, such as, business and development plans, investor and customer lists, pricing data, sources of supply, financial data, marketing, production, merchandising systems or plans, operation plans, investor transactions, and/or stock ownership; and any other trade secrets and/or confidential and/or proprietary business information of or regarding the Disclosing Party, which is not generally known about the Party or its respective business. Confidential Information includes not only the information itself, but also all documents containing such information, and any and all such information maintained in electronic or other form. Without limiting the foregoing, Confidential Information also includes confidential or proprietary information of any third party who may disclose such information to the Disclosing Party in the course of dealing with the Disclosing Party’s business. For purposes of this Agreement, Confidential Information shall not include any information (i) already known to the Receiving Party; (ii) in the public domain; (iii) conveyed to the Receiving Party by a third party without restriction; (iv) released by the Disclosing Party without restriction; or (v) independently developed by the Receiving Party without use or reference to the Confidential Information of the Disclosing Party. For purposes of this definition, written information clearly marked as confidential or proprietary and oral information preceded by a statement that such information is confidential or proprietary shall be deemed as "clearly identified as proprietary or confidential." Notwithstanding the foregoing, or anywhere else in this Agreement, the confidentiality obligations of this Agreement shall continue through the Term and for three (3) years from the date of termination of this Agreement, and for Confidential Information that constitutes a trade secret, such obligations shall continue, and such information shall continue to be considered Confidential Information for as long as such Confidential Information remains a trade secret under applicable law.

   10.2   Use and Disclosure. Neither Party will disclose or allow the disclosure of the other Party’s Confidential Information to, or use the other Party’s Confidential Information for the benefit of, any third Party without the other Party’s prior written consent. All Confidential Information relating to a Party will be protected against unauthorized use or disclosure by the other Party to the same extent and with at least the same degree of care as such Party protects its own confidential or proprietary information of like kind and import, but in no event using less than a reasonable degree of care. Each Party may disclose the other Party’s Confidential Information to its officers, agents, subcontractors, and employees only to the extent not prohibited by law and only as necessary to provide or receive the Services. Each Party shall promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party’s Confidential Information. Neither Party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party's Confidential Information, and which are provided to the Party hereunder.

   10.3   Required Disclosure. If a Party is requested or required by any government body, court of competent jurisdiction, or judicial or regulatory authority or administrative process to disclose any of the other Party’s Confidential Information, such Party may disclose the minimum amount of Confidential Information necessary to comply with the request provided that, to the extent allowed by applicable law, such Party provides prompt notice of such disclosure and, if the other Party requests, provides reasonable assistance in obtaining an appropriate protective order or other similar relief.

   10.4   Rights in Confidential Information. Nothing contained in the Parties’ obligations with respect to Confidential Information will be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to the Confidential Information of the other Party, and any such obligation or grant will only be as provided by the other provisions of this Agreement.

   10.5   Return of Confidential Information. Upon termination or expiration of this Agreement, or at the request of Disclosing Party, Receiving Party shall collect and surrender (or confirm the destruction or non-recoverable data erasure of) all originals, copies, reproductions and summaries of Confidential Information and all other tangible documents or materials (and all copies of same, including “copies” that have been converted to computerized media in the form of image, data or word processing files either manually or by image capture) based on or including any Confidential Information, and such destruction shall be certified in writing to Disclosing Party by an authorized officer of Receiving Party supervising such destruction. Receiving Party will notify Disclosing Party immediately upon discovery of any such lost or altered Confidential Information, any breaches of its information security systems or attempts to penetrate such systems and will bear the cost of reproduction or any other remedial steps necessary or advisable to address the security breach. Notwithstanding the foregoing, each Party may retain copies of the Confidential Information of the other Party as required by applicable law or in accordance with such Party’s record retention, archiving and data backup policies, provided such retained Confidential Information shall be subject to the confidentiality obligations hereunder for as long as such information is retained.

11.   INTELLECTUAL PROPERTY

   Except for the license granted in Section 2 and more specifically defined in the applicable Subscription Level, no right title or interest of intellectual property or other proprietary right in and to the SaaS Services made available under this Agreement is transferred to Customer hereunder. Company and its suppliers, if any, own the Software and all intellectual property rights embodied therein, including copyrights and valuable trade secrets embodied in the Software’s design and coding methodology. The Software is protected by United States and international copyright laws and international treaty provisions. This Agreement provides Customer only a limited use license, and no ownership of any intellectual property. Customer agrees that Company has access to all data input into the Software by Customer and may collect, use, store, and transmit technical and related data about Customer’s use of the Software which may include internet protocol address, hardware identification, operating system, application software, peripheral hardware, and non-personally identifiable Software usage statistics to facilitate the provisioning of updates, support, invoicing, modifications, general business uses, or online services to Customer or on behalf of Company.

12.   GENERAL PROVISIONS

   12.1   Non-Exclusive Service. Customer acknowledges that SaaS Services are provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Company’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Customer, to other parties.

   12.2   Personal Data. Customer hereby acknowledges and agrees that Company’s performance of this Agreement may require Company to process, transmit and/or store Customer Personal Data or the Personal Data (as that term is defined in the General Data Protection Regulation (“GDPR”) of Customer employees and Affiliates. By submitting personal data to Company, Customer agrees that Company and its Affiliates may process, transmit and/or store Personal Data only to the extent necessary for, and for the sole purpose of, enabling Company to perform its obligations to under this Agreement. In relation to all Personal Data provided by or through Customer to Company, ​​Customer will be responsible as sole Data Controller, as that term is defined under the GDPR, for complying with all applicable data protection or similar laws that regulate the processing of Personal Data. Company shall not be responsible for the accuracy, completeness, or legality of any Customer Content obtained from Customer or third-party sources. Customer agrees to obtain all necessary consents and make all necessary disclosures before including Personal Data in Customer Content and using the Services. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Customer Content, including any information which any Company SaaS User shares with third parties on Customer’s behalf. Prior to processing, Customer will inform Company about any special categories of data contained within Customer Personal Data and any restrictions or special requirements in the processing of such special categories of data, including any cross-border transfer restrictions. Customer is responsible for ensuring that the Company SaaS meets such restrictions or special requirements. If the processing or transferring of data requires compliance with the GDPR or other data protection laws, the Parties agree to execute a data processing addendum or otherwise adopt the Standard Contractual Clauses approved by the European Commission.

   12.3   Company Personal Data Obligations. Company reserves the right to provide the SaaS Services from Host locations, and/or through use of subcontractors in the United States. Company will only process Customer Personal Data in a manner that is reasonably necessary to provide SaaS Services and only for that purpose. Company will only process Customer Personal Data in delivering Company SaaS Services. Customer agrees to provide any notices and obtain any consent related to Company’s use of the data for providing the SaaS Services, including those related to the collection, use, processing, transfer, and disclosure of personal information. Except as otherwise expressly provided, Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and retains ownership of all of Customer data.

   12.4   Export Regulations. Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the SaaS Services. Customer agrees that such export control laws govern its use of the SaaS Services (including technical data), and any services deliverables provided under this Agreement, and Customer agrees to comply with all such export laws and regulations. Customer agrees to comply with all export laws and restrictions and regulations of the United States or foreign agencies or authorities, and not to export or re-export the Software or any direct product thereof in violation of any such restrictions, laws, or regulations, or without all necessary approvals. As applicable, each Party shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to its own export of the Software from the U.S. Neither the Software nor the underlying information or technology may be electronically transmitted or otherwise exported or re-exported to any country subject to U.S. trade sanctions covering the Software, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions. By downloading or using the Software, Customer agrees to the foregoing and represent and warrant that it complies with these conditions.

   12.5   Compliance Disclaimer. Company does not provide legal or compliance advice and makes no representation that the Services will ensure Customer’s compliance with any employment, consumer, date protection laws, etc. Customer is solely responsible for complying with all applicable laws governing the collection, use, and disclosure of any data used by Customer or provided to Customer under this Agreement. Customer is responsible for the security, configuration, and maintenance of its own systems, networks, and access credentials. Company shall not be responsible for any breach, corruption, or loss of data caused by Customer’s internal systems, personnel, or integrations configured by Customer.

   12.6   Assignment. Neither party may assign this Agreement or any right under this Agreement, without the consent of the other party, which consent shall not be unreasonably withheld or delayed; provided however, that either party may assign this Agreement to an acquirer of all or substantially all of the business of such party to which this Agreement relates, whether by merger, asset sale or otherwise. This Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Either party may employ subcontractors in performing its duties under this Agreement, provided, however, that such party shall not be relieved of any obligation under this Agreement.

   12.7   Notices. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been given (a) five (5) business days after mailing if sent by registered or certified U.S. mail, (b) when transmitted if sent by facsimile, provided that a copy of the notice is promptly sent by another means specified in this section, or (c) when delivered if delivered personally or sent by express courier service. All notices shall be sent to the other party at the address set forth on the cover page of this Agreement.

   12.8   Force Majeure. Neither Party will be responsible for any failure or delay in its performance (other than payment for services rendered) due to causes beyond its reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, earthquakes, accidents, strikes, or fuel crises, pandemics, (“Force Majeure”), provided that such Party gives prompt written notice thereof to the other Party and uses its diligent efforts to resume performance. Either Party shall be entitled to terminate this Agreement, without penalty, if the Force Majeure event continues for a period of 1 (one) month.

   12.9   Waiver. No term or condition of this Agreement shall be deemed to have been waived, nor shall there be any estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver unless specifically stated therein, and each such waiver shall operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future as to any act other than that specifically waived.

   12.10   Severability. If any provision of this Agreement, or the application thereof to any person, place, or circumstance, is held invalid, illegal or unenforceable for any reason, then, to the fullest extent permitted by law (a) all other provisions hereof will remain in full force and effect and shall be liberally construed in order to carry out the intent of the Parties hereto as nearly as may be possible and (b) any court, or arbitrator, having jurisdiction there over will have the power to reform such provision to the extent necessary for such provision to be enforceable under applicable law.

   12.11   Entire Agreement. This Agreement, together with any Registration Forms, exhibits, addendums, attachments, and amendments thereto, contains the final and entire agreement of the Parties and supersedes all previous and contemporaneous verbal or written negotiations, understandings, or agreements regarding this Agreement’s subject matter. The Parties also intend that this complete, exclusive, and fully integrated statement of their agreement may not be supplemented or explained (interpreted) by any evidence of trade usage or course of dealing. By execution of this Agreement, the Parties agree that they have not relied upon any oral or written agreements, representations, warranties, statements, promises or understandings with respect to the subject matter hereof, not specifically set forth or referred to in this Agreement, and waives any rights or claims arising from any such statements, promises or representations.

   12.12   Survival. All provisions of this Agreement, which by their terms, nature, or context call for performance subsequent to the termination of this Agreement, shall so survive such termination to effectuate their purpose, whether or not such provision expressly states that they shall so survive.

   12.13   Publicity. Company may include Customer’s name and logo in its customer lists and on its website. Upon signing, Company may issue a high-level press release announcing the relationship and the manner in which Customer will use the Company solution. Company shall coordinate its efforts with appropriate communications personnel in Customer’s organization to secure approval of the press release if necessary.

   12.14   No Third-Party Beneficiaries. This Agreement is an agreement between the parties, and confers no rights upon either party’s employees, agents, contractors, partners of customers or upon any other person or entity.

   12.15   Independent Contractor. It is agreed that the relationship between the parties is that of independent contractors. Nothing in this Agreement shall be interpreted to create a joint venture, partnership, or employee/employer relationship between the parties. Neither party shall have the authority to bind the other in any way or otherwise act for or on the party’s behalf.

   12.16   Statistical Information. Company may anonymously compile statistical information related to the performance of the Services for purposes of improving the SaaS service, provided that such information does not identify Customer’s data or include Customer’s name.

   12.17   Governing Law. It is agreed that this Agreement, including any renewals or extensions of the same, shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, notwithstanding the conflict of laws provision of such State. It is further agreed that, in the event that thefollowing arbitration provision is unenforceable or challenged in court, the state or federal courts having jurisdiction over Dallas County, State of Texas, shall have sole and exclusive jurisdiction over such controversies arising out of this Agreement. The Parties agree that, in the event a dispute arises betweenthem, they will attempt, in good faith, to resolve such dispute in an amicable and equitable manner. The Parties further agree that the matter shall be decided by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Either Party may apply to the American Arbitration Association to institute the arbitration proceedings which are to be held exclusively in Dallas County, Texas. The prevailing Party may be awarded reasonable attorney’s fees and costs associated with the arbitration. The award received in arbitration shall be a reasoned award and may be filed in any court of competent jurisdiction.

   12.18   Counterparts. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words "execution," "signed," "signature," and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, "pdf," "tif" or "jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law.

   12.19   Non-Solicitation. Notwithstanding anything in this Agreement to the contrary, the Customer, its subsidiaries, or other affiliated companies shall not, directly or indirectly, solicit, hire, otherwise retain, or assist any third party in the solicitation or hiring of, or otherwise work with or through any of the Company’s personnel, employees, consultants, or independent contractors whom they have met or otherwise came to know as a result of this Agreement or through Confidential Information and proprietary information disclosed under this Agreement, during the term of this Agreement and for a period of one (1) year after termination of this Agreement.

   12.20   Equitable Relief. The Parties acknowledge that a breach or threatened breach by Customer of any of its obligations under this Agreement would give rise to irreparable harm to Company for which monetary damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by Customer of any such obligations, Company shall, in addition to any and all other rights and remedies that may be available to it in respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction, without the necessity of posting bond.

   12.21   Compliance with Policies. Customer understands and agrees that it is bound, and that it shall comply with all Company policies (which may be found on the Company’s website), such as the Terms of Use, Privacy Policy, etc., including all amendments thereto.

"BY ACCESSING OR USING ZURA'S PRODUCTS OR SERVICES, YOU (THE 'CUSTOMER') SIGNIFY ACCEPTANCE OF AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT."

These Free Trial Terms and Conditions are governed by the ZuraTM SaaS Subscription Agreement.

Your free trial to the platform will be activated ONLY on completion of the ZuraTM new customer set-up process

The free trial is valid for your two payroll cycles and there will be no charges during this period. The trial period will run in tandem with your current time sheet management processes

You will have full access to all core features of the platform during the trial. Certain premium or add-on features may be restricted or available upon reques

Trial accounts may have limits on integrations, which will be discussed and agreed upon during the set-up process

All data entered during the trial is securely stored. The free trail period is subject to the terms and conditions contained in the ZuraTM SAAS Agreement

Access to email support is available throughout the trial

Once your trial ends, you’ll be prompted to upgrade to a paid plan to keep enjoying full access to the platform

If you do not wish to continue, we will provide you a grace period of 3 business days for data retrieval. After this period, our system automatically achives the data to protect it

Zura Labs reserves the right to modify or cancel the free trial offer at any time without prior notice. However the data will be made available to you for 3 business days for retrieval

"By checking this box, I acknowledge that I have carefully read, fully understood, and expressly agree to be bound by all the terms and conditions of the Free Trial."