Exhibit A: Terms of Service
These Terms of Service (“Terms of Service”) govern your access to and use of services provided by Velocita, Inc. (d/b/a Zinrelo) with its principal place of business at 530 Lytton Ave, Suite #200, Palo Alto, CA 94301 (referred to as “Zinrelo” “Company,” “us,” “we,” and “our”) including the Zinrelo Loyalty Platform and any other services, plans, features, products, content, applications, software, maintenance and training offered by us from time to time (collectively the “Services”).
The documents incorporated above will be collectively referred to as the “Agreement”. You accept and agree to be bound by the terms of the Agreement
Subject to your compliance with this Agreement and your payment of any applicable fees, the Company grants you a non-transferable, non-exclusive, worldwide right to access and use the Services described in the Agreement.
NOT PROFESSIONAL ADVICE
We provide online tools and materials to assist you with the preparation, execution, and storage of your own loyalty rewards programs and related information, and we may (if provided for in the Agreement) provide advice regarding the design, strategy, and use of such programs and information. However, the documents and other materials available through the Services and any advice provided, (collectively, the “Service Materials“) are for informational purposes only; and all final decisions about the design, strategy, and use of any program will be yours. You understand that our providing of the Services to you does not constitute any guarantee of a particular outcome or otherwise make us responsible in any way for the success or failure of any program you undertake in connection with the Services.
PASSWORDS AND SECURITY
Services that we provide may be subject to usage limits and restrictions, which may be specified in the Agreement including, without limitation, the locations at or through which you can use the Services, the number of allowable members, usage volumes, etc. You agree to use the Services within the usage limits set out in the Agreement. It is your responsibility to ensure that you do not exceed those limits and restrictions. Extra charges in form of overages will apply if you exceed any usage limits.
NECESSARY EQUIPMENT TO USE THE SERVICES
You are responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment, and services needed to connect to, access, and use the Services.
Fees and Payment
You agree to pay all fees set out in the Agreement. All fees are non-cancellable and non-refundable and are based on the Services purchased and not actual usage. Extra charges in form of overages will apply if you exceed any usage limits. Unless otherwise agreed between you and us, charges may be paid by wire transfer, standing order, check, or credit card. Credit card payments may be subject to an additional 3% service fee. For the avoidance of doubt, you shall not be entitled to any refund in the event of unused Services.
Service fees are payable according to the terms described in the Agreement. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and Client shall be responsible for payment of all such taxes, levies, or duties (excluding taxes based on the Company’s income), even if such amounts are not listed in this Agreement. Client shall pay all fees in U.S. Dollars or in such other currency as agreed to in writing by the parties in the Agreement without set-off or deduction.
Unpaid invoices that are not the subject of a written good faith dispute are subject to interest at a rate of 5.00% per month after the due date on the outstanding balance, or the legal maximum interest rate, whichever is lower. If three or more unpaid invoices are accrued, the Client will, in addition to the interest, also be responsible for all reasonable expenses of collection, in addition to any other remedies Zinrelo may have.
We reserve the right to immediately terminate the Services if: (i) the billing or contact information provided by you is false or fraudulent; or (ii) you fail to make any payment due within ten business days after we have provided you with notice of such failure. Any suspension of the Services by us under this section shall not relieve you of your payment obligations under this Agreement. We will not be liable to you nor to any third party for any suspension of the Services resulting from your non-payment of fees.
Company Content and License
THE SERVICES CONTAIN CONTENT OWNED BY THE COMPANY, ITS SUPPLIERS, OR LICENSORS (“CONTENT”). “CONTENT” MEANS TEXT, IMAGES, VIDEOS, OR OTHER CONTENT PROVIDED BY THE COMPANY TO DELIVER ITS SERVICES. THE COMPANY, ITS SUPPLIERS AND LICENSORS OWN AND RETAIN ALL RIGHTS, INCLUDING ALL INTELLECTUAL PROPERTY RIGHTS, IN AND TO THE SERVICES AND THE CONTENT. THE SERVICES AND CONTENT ARE PROTECTED BY COPYRIGHT, TRADEMARK, PATENT, TRADE SECRET, AND OTHER LAWS.
OWNERSHIP AND LICENSE
The Services are licensed and not sold to you. All rights not expressly granted to you in this Agreement are reserved and retained by us. You may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, use or sell any Content or other Content (other than End-Customer Content) appearing on or through the Services. You must not modify, build upon or block any portion or functionality of the Services. We grant you a limited, revocable, non-sub-licensable license to reproduce and display the Content (excluding software code) in connection with using the Services during the Subscription Term. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without our express written consent. You may not misuse the Services. You may use the Services only as permitted by law. The licenses granted by us terminate if you do not comply with this Agreement.
The Company hereby grants to Client a non-exclusive, non-transferable, worldwide right during the Contract Term to access and use the user documentation relating to the operation and use of the Services that are provided by the Company to Client under this Agreement, as updated by the Company from time to time (“Documentation”). The Company, its suppliers and licensors own and retain all rights in the Documentation. The Documentation is protected by copyright, trademark, patent, trade secret, and other applicable laws.
We may provide software products (“Software”) for use in connection with the Service. We grant you a limited, personal, worldwide, non-sublicensable, non-transferable, non-exclusive license to install and execute the Software on machines operated by or for you solely to permit you to use the Services during the Subscription Term. Any Software is licensed and not sold. Software may include code that is licensed under third-party license agreements, including open source, made available or provided with the Software, as applicable. The Company, its suppliers and licensors own and retain all rights in the Software. The Software is protected by copyright, trademark, patent, trade secret, and other applicable laws.
Unless approved explicitly by Zinrelo, Client shall not (and shall not permit others to): (i) license, sub-license, sell, transfer, distribute or share the Services, Software or Documentation or make any of them available for access by third parties; (ii) create derivative works based on or otherwise modify the Services, Software or Documentation; (iii) disassemble, reverse engineer or decompile the Services or Software or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to or provided with the Services; (iv) access the Service, Software or Documentation in order to develop a competing product or service; (v) use the Service, Software or Documentation to provide a service for others; (vi) use the Zinrelo Platform to operate more or different type of applications than permitted under this Agreement; (vii) remove or modify a copyright or other proprietary rights notice on or in the Services, Software or Documentation; (viii) use a computer or computer network to cause physical injury to the property of another; (ix) violate any applicable law or regulation; (x) disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Services; (xi) include, send, store or run software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs from the Services; (xii) cause a computer to malfunction, regardless of how long the malfunction persists; or (xiii) alter, disable, or erase any computer data, computer programs or computer software without authorization.
We are entitled to modify or update the Services from time to time in order to adapt it technically, to change menu guidances or layouts, or to expand or limit functionality. If any such changes will result in reduced functionality for any feature currently in use by the Client, Zinrelo will inform the Client at least thirty (30) days in advance of such change.
Client Content and License
As an Account holder, you may submit and publish Client Content on the Zinrelo Platform. Client Content is the Content that you or your End-Customers upload to the Service. You are exclusively responsible for all Client Content and the consequences of submitting and publishing your Content on the Service. Please carefully choose the Content that you or your end-customers post on the Service. We do not verify the accuracy, quality, content, or legality of Client Content. We may, but are under no obligation to, monitor, view, analyze or edit any Client Content. We are not responsible for preventing or identifying infringement of intellectual property rights or non-compliance with Applicable Laws. The Company will not be liable, directly or indirectly, in any way for any damage or loss caused or alleged to be caused by or in connection with Client Content.
OWNERSHIP AND LICENSE
As between you and us, you retain all rights of ownership in the Client Content. By uploading, displaying, or publishing your Content to the Service, you grant us a worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, modify, distribute, and display your Content only in connection with the Services. This license is necessary for the Company to perform the Services. For example, without the right to modify Client Content, we would not be able to format Content to satisfy technical requirements for online display. This license allows us to: (i) deliver Client Content in accordance with the preferences set by Client utilizing the Zinrelo Platform; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze and create algorithms and reports based on access to and use of Client Content; (iii) use, enhance, personalize, exhibit, broadcast, publish, publicly display, publicly perform, distribute, create derivate works of, promote, copy, store, and/or reproduce (in any form) Client Content on or through the Service; and (iv) utilize Client Content to test the Company’s internal technologies and processes. You also grant us and allow us to grant each End-Customer or other user of the Services, a non-exclusive license to view Client Content through the Service. We reserve the right to retain (but not display, distribute or publish) server copies of Client Content that have been removed or deleted from the Services.
REPRESENTATIONS AND WARRANTIES
Zinrelo represents and warrants that (i) It has all necessary and legal rights, powers, and authority to accept and be bound by the Agreement; and (ii) It is in compliance with all applicable advertising laws, rules, and regulations including without limitation California’s Online Privacy Protection Act of 2003, Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) and any applicable data protection or privacy laws.
You represent and warrant that: (i) You have all necessary and legal rights, powers, and authority to accept and be bound by the Agreement; (ii) you own or have the necessary licenses, rights, consents, and permissions to use and publish the Content you submit; (iii) the uploading of your Content on the Service and the licenses granted to the Company under this Agreement do not and will not violate the rights of any Person; and (iv) no payments of any kind shall be due by the Company to any organization for the use or distribution of Client Content.
Some Content is prohibited on the Service. You agree that you will not upload or use in connection with the Service any prohibited Content including, without limitation, Content that: (i) is pornographic, sexually explicit or offensive or contains a link to an adult website; (ii) contains graphic or gratuitous violence; (iii) conveys a message of hate against any individual or group; (iv) encourages or glorifies drug use; (v) is predatory in nature, or is submitted for the purpose of harassment or bullying; (vi) is highly repetitive and/or unwanted including “Spam” messages; (vii) promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual; (viii) constitutes or promotes information that Client knows is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (ix) furthers or promotes criminal activity or provides instructional information about illegal activities; or (x) violates or attempts to violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any Person. We reserve the right to investigate and take appropriate action against anyone who, in our sole discretion, violates these provisions including removing the offending Content without prior notice, terminating or suspending Client’s Account or access to the Service, and/or reporting such Content or activities to law enforcement authorities.
CONTENT PRESERVATION AND DISCLOSURE
We may preserve and store Client Content and/or disclose Client Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (i) comply with legal processes; (ii) comply with this Agreement; (iii) respond to claims that any Client Content violates the rights of any Person; or (iv) protect the rights, property, or personal safety of the Company, end-customers and/or the public.
You retain all rights to the user data (End-Customer data) sent by the you to Company in relation to the performance of the Services. Company understands that it is a custodian of your user data and not an owner of such data.
You may request deletion of the data of your users at any time by emailing email@example.com.
Privacy, Security, and Service Levels
You understand that through your use of the Services, you consent to the collection and use of Client Content, including the transfer of this information to the United States for storage, processing, and use by us. Your Content shall be hosted and persistently stored by Zinrelo or its third-party service providers in the United States.
As part of providing you with the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your Account.
The Services are provided by us from data center facilities to which Users have remote access via the internet under this Agreement. We have taken maximum steps to secure data, networks, and other technologies. Zinrelo is SOC 2 Type 1 Compliant. This means that Zinrelo is in compliance with the requirements relevant to Security, Processing Integrity, Availability, Confidentiality, and Privacy. We implement security procedures to help protect Client Content from security attacks. However, we cannot guarantee that our security procedures will be completely error-free, If you become aware of any security breach in the Services, you agree to promptly notify us. We agree to notify you in the event of a detected security breach.
We use commercially reasonable efforts to ensure that availability of the Services will be uninterrupted and that transmissions will be error-free 99.95% of the time, except for scheduled maintenance. When your access to Services is occasionally suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services, we will provide a minimum 7-day notice of such suspension of service. We will attempt to limit the frequency and duration of any such suspension or restriction. Though Zinrelo has a staging environment where detailed testing of new features is performed, occasionally unplanned outages may happen. Due to the nature of technical outages, we cannot guarantee notice prior to these unplanned outages. We will not be held responsible for any delay or failure to comply with our obligations under these conditions if the delay or failure arises from any cause which is beyond our reasonable control.
For Enterprise Plans, Zinrelo shall assign a dedicated Account Manager, available to the Client via phone and email for questions and best practice recommendations. The Account Manager, or a backup with similar experience shall be available to the Client between the hours of 9:00 a.m. and 5:00 p.m. US Eastern Time (ET) during regular business days, Monday through Friday, not including national holidays. Such support may be provided via electronic mail, telephone service, public bulletin boards, and/or other similar methods deemed appropriate by the Client.
For Self-Service Plans, the Client may access support through the Zinrelo Help portal or by emailing firstname.lastname@example.org.
Disclaimer of Warranties
All Services are provided “as is” and on an “as available” basis. Neither the Company nor its suppliers or representatives make any warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose, or non-infringement. The Company makes no representation, warranty, or guarantee that the Services will meet Client’s or any End-customer’s requirement or expectation, that will be accurate, complete, or preserved without loss, or that the Services will be timely, secure, uninterrupted, or error-free. The Company does not guarantee that security measures will be error-free and will not be responsible or liable for unauthorized access beyond its reasonable control. The Company will not be responsible or liable in any manner for any Client properties, third-party products, third-party content, or non-Company services (including for any delays, interruptions, transmission errors, security failures, and other problems caused by these items), for regulated data received from the Client in breach of this Agreement, for the collection, use, and disclosure of Data authorized by this Agreement or for decisions or actions taken (or not taken) by Client based upon the Services. Client acknowledges that the Company is not a business associate or subcontractor. The disclaimers in this section shall apply to the maximum extent not prohibited by applicable law, notwithstanding anything to the contrary herein. The Client may have other statutory rights. However, any statutorily required warranties under applicable law, if any, shall be limited to the shortest period and maximum extent permitted by law.
BY THE COMPANY
We will indemnify, defend and hold the Client harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Client to the extent based on an allegation that the Company’s technology used to provide the Services to the Client infringes or misappropriates any copyright, trade secret, patent or trademark right of a third party that is issued or registered in the United States. In no event will we have any obligations or liability under this section arising in whole or in part from any content, information, or data provided by the Client, End-customer, or other third parties. The Company shall not be required to indemnify Client in the event of- (a) modification of the Services by Client, its employees, or contractors in conflict with Client’s obligations or as a result of any prohibited activity as set forth herein; (b) use of the Services in a manner inconsistent with the Documentation; (c) use of the Services in combination with any other application, product, or service not provided by the Company if such claim would not have occurred without such combination; or (d) use of the Services in a manner not otherwise contemplated by this Agreement.
INDEMNIFICATION BY CLIENT
Client shall indemnify, defend and hold harmless the Company from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against the Company or its affiliates regarding (i) Client Content, Client Data or End-customer Data; (ii) failure by the Client to obtain any of the necessary consents required by End-customers under this Agreement; (iii) Client’s use of the Services in violation of this Agreement; and/or (vi) violations of Client’s obligations of privacy to any Person.
If we believe the Services infringe or may be alleged to infringe a third party’s intellectual property rights, then we may: (i) obtain the right for you (at our expense) to continue using the Service; (ii) provide a non-infringing functionally equivalent replacement; or (iii) modify the Services so that they no longer infringe. If we do not believe that the options described in this section are commercially reasonable, then we may suspend or terminate Client’s use of the affected Services (with a pro-rata refund of prepaid fees for the Services).
The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed; and (ii) the other party may join the defense with its own counsel at its expense.
The indemnities above are the Company’s and Client’s only remedy under this Agreement for third-party infringement claims and actions.
Limitations of Liability and Damages
TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COMPANY’S OR ITS SUPPLIERS’ TOTAL LIABILITY EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CLIENT TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, NONE OF THE LIMITATIONS IN THIS SECTION 11 EXCLUDES EITHER PARTY’S LIABILITY FOR FRAUD OR FOR DEATH OR PERSONAL INJURY TO THE EXTENT CAUSED BY A PARTY’S NEGLIGENCE. IN ADDITION, THE LAWS IN SOME JURISDICTIONS MAY NOT ALLOW SOME OF THE LIMITATIONS OF LIABILITY IN THIS SECTION. IF ANY OF THESE LAWS IS FOUND TO APPLY TO THIS AGREEMENT, THIS SECTION 11 SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY SUCH LAW. EACH PARTY ACKNOWLEDGES AND AGREES THAT THIS SECTION 11 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY COMPANY TECHNOLOGY, OR ANY RELATED SERVICES, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (together “Confidential Information” of the Disclosing Party). Such information includes, without limitation, information relating to pricing of Services, Client Data, and your ID. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as permitted in this Agreement) or divulge to any third person such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information after five years following the termination of this Agreement or any Confidential Information that the Receiving Party can demonstrate that: (i) is or becomes generally known to the public; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (iii) is received from a third party without any obligation of confidentiality to a third party or breach of any obligation of confidentiality to the Disclosing Party; (iv) was independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information; or (v) is required by law. The Receiving Party shall promptly return to the Disclosing Party or destroy (with certification of such destruction provided by the Receiving Party upon request) all Confidential Information of the Disclosing Party in its possession or control upon request from the Disclosing Party.
Term and Termination
The Contract Term, Service Start Date, termination, and renewal terms will be governed by the Zinrelo Client Agreement. Cancellation and non-renewal notices must be sent explicitly in writing by email to support@Zinrelo.com.
Upon the termination of the Agreement, all licenses granted hereunder shall concurrently terminate and each party shall return promptly to the other party all Confidential Information of the other party that it has obtained hereunder, together will all copies thereof.
Termination of the Agreement is not allowed until the end of the current Contract Term. However, either party may terminate the Agreement effective immediately upon written notice only under one of the following two conditions: (i) if the other party materially breaches a material obligation under the Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from the non-breaching party; or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding related to its insolvency, receivership or liquidation, in any jurisdiction, that is not dismissed within sixty (60) days of its commencement or an assignment for the benefit of creditors.
EFFECT OF TERMINATION
Upon expiration or other termination of the Service for any reason, your right to access and use the Service shall terminate. If we terminate this Agreement, all fees set out in this Agreement shall be immediately due and payable.
RETURN OF CLIENT DATA
After this Agreement is terminated, you will be entitled to extract Client Content stored using the Services, Client Data, and Non-Anonymized End-customer Data for a period of thirty (30) days following termination (the “Extraction Grace Period”). Following the Extraction Grace Period, the Company shall have the right to delete all of Client Content, Client Data and Non-Anonymized End-customer Data at any time and cancel your Account with us. You acknowledge and agree that archived versions of the Services may include archived copies of Client Content, Client Data and Non-Anonymized End-customer Data which may be retained by us for an archive cycle.
Upon termination of this Agreement for any reason, Client shall pay all amounts owed hereunder. The following sections: Fees and Payment – Overdue Charges, Content, and License – Content, Content, and License – Restrictions, Disclaimer of Warranties, Indemnification, Limitation of Liability, Confidential Information, and General Provisions of this Agreement, together with any other provision required for their construction or enforcement, shall survive termination of this Agreement for any reason.
Capitalized terms used in this Agreement, and not otherwise defined in this Agreement, shall have the following meanings:
“Account” means the Zinrelo account, which includes a username and password, used by Client to access and use the Service.
“Applicable Laws” means all statutes, codes, rules, regulations, by-laws, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, policies, guidelines, or any provisions of the foregoing, including general principles of common and civil law and equity, binding on or affecting the Person referred to in the context in which such word is used.
“Business Partners” means affiliates, licensors, or clients, end-customers, other users, and other third parties that the Company does business with.
“Client Data” means non-anonymized electronic data pertaining to Client, the Users, and the End-customers that is collected and/or processed using the Service, including personal information, login credentials, and other information that relates to such parties’ use of the Service.
“Content” means any all content, data, and other materials including, without limitation, images, trademarks, HTML e-mail codes, live streams, documentation, reports, materials, files, text, logos, artwork, graphics, pictures, advertisements, works, works of authorship or any other intellectual property contained in any such materials.
“End-Customer” means any customer that uses or views the Client Content, including your customers.
“End-Customer Data” means the electronic data concerning the characteristics and activities of Customer (including personal information of such Customer) collected and analyzed by the Service relating to such Customer use or viewing of the Client Content.
“Person” means a natural person or any legal, commercial, or governmental entity, such as, but not limited to, a corporation, general partnership, joint venture, limited partnership, limited liability company, trust, business association, group acting in concert, or any person acting in a representative capacity.
“Product Overview” means the overview of the Services to be provided to a Client set out in this Agreement.
“Users” means Client’s employees, representatives, consultants, contractors, or agents who are authorized to use the Services for Client’s benefit and have unique user identifications and passwords for the Services.
“Zinrelo Platform” means the code, technology, and servers used in the operation and provision of the Services and includes the Documentation and Software.
You may not assign this Agreement, nor any of the rights or obligations arising thereof, in whole or in part, to any third party without our prior written consent. We may not assign this Agreement, as well as any of our obligations or rights, to a successor entity resulting from a merger, acquisition, or consolidation involving the Client without the prior written consent of Client.
Except as otherwise provided herein, all notices shall be in writing and deemed given upon: (i) personal delivery; (ii) when received by the addressee if sent by an internationally recognized overnight courier (receipt requested); (iii) the second business day after mailing; or (iv) the first business day after sending by email to support@Zinrelo.com. Notices shall be sent to the parties as set forth on the signature page of this Agreement or as otherwise agreed to by the parties in writing.
You permit us to list you as a client and use your standard logo for our promotional and marketing use during the Subscription Term.
Except for your obligation to pay fees for the Services, neither party will be responsible for failure of performance due to causes beyond its control. Such causes include, without limitation, accidents, acts of God, labor disputes, actions of any government agency, shortage of materials, acts of terrorism, or the stability or availability of the Internet or a portion of it.
RELATIONSHIP OF THE PARTIES
The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship.
GOVERNING LAW; VENUE
The Agreement shall be governed by the laws of California, USA. The jurisdiction and venue for all disputes hereunder shall be the state and federal courts in Santa Clara County, California.