End User License Agreement
Last Updated: July 29, 2025
0. Introduction
This End User License Agreement (this "Agreement") applies by and between Ex Quanta, Inc. dba Zenlytic ("Zenlytic", "we", or "us") and the customer (the "Customer", or "you") that is accessing or using the Service (as defined below). By accessing or using the Service, you agree to be bound by this Agreement. If you do not agree to this Agreement, you are not allowed to access or use the Service. The "Effective Date" of this Agreement is the date you first access or use the Service.
If you are accessing or using the Service in your capacity as an employee, consultant or agent of the contracting entity, you represent that you are an employee, consultant or agent of that entity, and that you have the authority to bind that entity to this Agreement. For the purpose of this Agreement, you (and, if applicable, the entity that you represent) will be referred to as "Customer", or "you".
Zenlytic reserves the right to change or modify this Agreement, or any of its other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, without limitation, sending you an email or posting the revised Agreement on Zenlytic's web site and revising the date at the top of this Agreement. Any changes or modifications will be effective after we provide notice that this Agreement has been modified. You acknowledge that your continued access or use of the Service following such notice constitutes your acceptance of the modified Agreement.
This Agreement forms a binding agreement between you and Zenlytic. This Agreement contains an arbitration provision (see Section 14, below). Please review the arbitration provision carefully, since it affects your rights. By accessing or using the Service or any part of it, you agree to be bound by the arbitration provision.
1. Definitions
Here are some definitions we use in this Agreement:
"API" means an application programming interface that enables Zenlytic to access your Content.
"Confidential Information" means any non-public business or technical information that either party discloses to the other, whether in writing, orally, or by any other means.
"Configurations" means data models, metric definitions, and/or dashboards that we create for you as part of Onboarding Services, and that are unique to you and your business.
"Content" means any data, images, code, or other content (including, without limitation, text, graphics, audio files, video files, or computer software) that you either: (i) publish, upload to, or use in conjunction with the Service; (ii) make available in conjunction with the Service, or (iii) allow the Service to access.
"Documentation" means any manuals, documentation and other supporting materials related to the Service that we generally provide to our customers. Documentation is considered part of the Service.
"Fees" means the fees you're required to pay us: (i) to use and access the Service during the applicable Subscription Period, and (ii) to acquire Onboarding Services from us, as such fees are reflected on each applicable Order Form.
"General Product Improvements" means anything we develop as part of performing Onboarding Services for you that do not fall into the definition of Configurations (including, without limitation, improvements to our Service generally, or other improvements which are not unique to you or your business).
"Intellectual Property Rights" means all copyrights, trade secrets, patent rights (including patent applications and disclosures), trademarks, service marks, moral rights, know-how, and any other intellectual property rights recognized in any country or jurisdiction of the world.
"Order Form" means an order form that you use to order the Service and/or Onboarding Services. Upon execution by both parties, each Order Form will be subject to the terms and conditions of this Agreement.
"Order Effective Date" means the effective date of each Order Form.
"Onboarding Services" means training, knowledge transfer, and/or configuration services that we provide to you pursuant to an Order Form. Onboarding Services do not include support, or the Service itself.
"Output" means content and/or data generated by the Service in response to a Customer query.
"Service" means Zenlytic's proprietary business intelligence platform and service more fully described at www.zenlytic.com, including any updates that Zenlytic makes to the Service during the Subscription Period.
"Subscription Period" means one (1) year from the Order Effective Date, unless a different time period is expressly set forth in the applicable Order Form.
2. Service
2.1 Access Grant
Subject to your compliance with the terms of this Agreement (including, among other things, paying the Fees you owe us), we hereby grant you a non-exclusive, non-transferable, worldwide, royalty-free, limited-term right and license to access and use the Service for your internal business purposes during the applicable Subscription Period, in accordance with the applicable Documentation. Your agents and contractors can access the Service, as well, so long as: (i) they are accessing it on your behalf, and (ii) you agree to be fully responsible for their behavior under this Agreement.
2.2 Restrictions
As between the parties, Zenlytic owns all right, title and interest in and to the Service, and all Intellectual Property Rights therein. Zenlytic reserves all rights in and to the Service that we don't expressly grant you in this Agreement. You agree not to, nor permit nor authorize any third party to:
copy, modify, disclose, alter, translate or create derivative works of the Service
sublicense, sell, rent, lease, transfer, assign, or distribute the Service to third parties
offer any part of the Service (including, without limitation, any Output) on a timeshare or service bureau basis
allow or permit any third party (except as expressly permitted in Section 2.1 above) to access or use the Service
use the Service to store or transmit any viruses, software routines, or other code designed to permit anyone to access in an unauthorized manner, disable, erase or otherwise harm software, hardware, or data, or to perform any other harmful actions
build a competitive product or service, or copy any features or functions of the Service (including, without limitation, the look-and-feel of the Service)
interfere with or disrupt the integrity or performance of the Service
disclose to any third party any performance information or analysis relating to the Service
remove, alter or obscure any proprietary notices in or on the Service or the Documentation, including copyright notices
use the Service or any product thereof for any illegal or unauthorized purpose, or in a manner which violates any laws or regulations in your jurisdiction
reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms that make up the Service or any software, documentation, or data relating to the Service, except to the limited extent that applicable law prohibits such a restriction
otherwise use the Service in a manner not expressly permitted by this Agreement
cause or permit any third party to do any of the foregoing
2.3 Right to Modify the Service
You acknowledge that we reserve the right – at any time, and without notice or liability to you – to modify the Service, or any part of it, temporarily or permanently, provided that such modifications do not materially decrease the functionality of the Service. We may modify the Service for a variety of reasons, including, without limitation, for the purpose of providing new features, implementing new protocols, maintaining compatibility with emerging standards, or complying with regulatory requirements. If we make any modification to the Service that materially decreases the functionality of the Service for you, you can let us know, and we will work with you to address the issue. If we cannot address the issue to your reasonable satisfaction, you have the option, as your sole remedy and our sole obligation, to terminate this Agreement for your convenience, and we will provide you with a pro-rata refund of any prepaid but unused Fees.
2.4 Registration
Promptly after the Order Effective Date, we will make the Service available to you for the Subscription Period. You will be required to provide accurate, current and complete information about you as part of the registration process that enables you to access the Service ("Registration Data"). You agree:
to maintain the security of your password(s) that you use to access the Service
to maintain and promptly update your Registration Data (as well as any other information you provide to us) and to keep it accurate, current and complete
to accept all risks of unauthorized access to your Registration Data, and any other information you provide to us, via your account(s) or password(s)
that you are responsible for maintaining the security of your account and safeguarding your password(s)
that you will be fully responsible for any activities or transactions that take place using your account(s) or password(s)
3. Content
3.1 Ownership
As between the parties, you own all right, title and interest in and to your Content. You acknowledge and agree that you are entirely responsible for your Content, and for any harm or liability resulting from or arising out of that Content. Your responsibility applies whether or not you were the original creator or owner of the Content.
3.2 API Access
You agree to make the Content available to the Service by providing us with access throughout the term of this Agreement to any relevant APIs, along with all "read only" credentials required to access those APIs. Without the ability to access the Content, Zenlytic cannot provide the Services. The greater the amount of Content that you make available to the Service, the more likely the Service will be able to provide you with Output that is useful to you. With that in mind, you acknowledge and agree that we will not be liable to you for any failure or delay in providing the Service which is the result of a failure of the APIs or the credentials to function for any reason, or if we are otherwise unable to access your Content for any reason.
3.3 Grant of License
By making Content available to the Service, you grant Zenlytic a worldwide, royalty-free, and non-exclusive license to reproduce, view, and use the Content for the purpose of providing the Service to you (including, without limitation, to generate Output). Zenlytic will not use your Content to train any AI models (except for private AI models for your sole use), or to otherwise improve the Service.
3.4 Warranties
By making Content available to the Service, you represent and warrant that:
the Content does not and will not infringe, violate or misappropriate the Intellectual Property Rights of any third party
you have obtained all rights and permissions necessary to provide us with access to the Content, and to use the Content in the manner in which you have used it
Zenlytic's use of the Content for the purpose of providing the Service does not and will not (a) violate any applicable laws or regulations, or (b) infringe, violate, or misappropriate the Intellectual Property Rights of any third party
you have fully complied with any third-party licenses relating to the Content
the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive code
the Content does not and will not include any:
"personal health information," as defined under the Health Insurance Portability and Accountability Act, unless you have entered into a separate agreement with us relating to the processing of such data
government issued identification numbers, including Social Security numbers, drivers' license numbers or other state-issued identification numbers
financial account information, including bank account numbers
payment card data, including credit card or debit card numbers
any other sensitive personal data (including, without limitation, "sensitive data" as defined under Directive 95/46/EC of the European Parliament (the "EU Directive") and any national laws adopted pursuant to the EU Directive, about residents of Switzerland and any member country of the European Union, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense)
4. Feedback; Usage Data
You acknowledge that any suggestions, comments, or other feedback that you provide to us with respect to the Service (collectively, "Feedback") will be owned by Zenlytic, including all Intellectual Property Rights therein. You acknowledge and agree that we will be free to use, disclose, reproduce, license, and otherwise distribute and exploit the Feedback as we see fit, without obligation or restriction of any kind. At our request and expense, you agree to execute documents or take such further actions as we may reasonably request to help us acquire, perfect, and maintain our rights in the Feedback.
You acknowledge and agree that Zenlytic may gather and utilize aggregated information concerning your use of the Service for the purpose of monitoring and improving the Service generally, provided that (i) such information does not include your Content or your Output; and (ii) such information does not identify you.
5. Onboarding Services
To the extent that the Order Form specifies Onboarding Services, we will provide the Onboarding Services to you as described in the applicable Order Form. We will not be liable for any failures or delays in providing Onboarding Services that result from causes outside of our control. We reserve the right to determine which personnel we assign to perform Onboarding Services for you.
6. Ownership
As between the parties:
Zenlytic owns all right, title and interest in and to the Service, the Feedback, and any General Product Improvements (including, without limitation, all improvements and modifications to any of the foregoing that may be created, developed, or conceived, alone or with others, in connection with this Agreement), and all Intellectual Property Rights therein
Customer owns all right, title and interest in and to its Content, the Configurations, and the Output, and all Intellectual Property Rights therein
7. Fees; Payment
You agree to pay the Fees to us in full, without deduction or setoff of any kind, in U.S. Dollars, within thirty (30) days of the date of each invoice we send you. Service-related Fees are payable in advance, in accordance with the terms of the applicable Order Form. Amounts payable under this Agreement are nonrefundable, except as provided in Section 10.1. If you don't pay us on time, we reserve the right, in addition to taking any other action that we see fit (including, without limitation, suspending your ability to access the Service), to charge you interest on past due amounts at 1.5% per month or the highest interest rate allowed by law, whichever is less, and to additionally charge all expenses of recovery. You are solely responsible for all taxes, fees, duties and governmental assessments (except for taxes based on Zenlytic's net income) that are imposed or become due in connection with the subject matter of this Agreement.
8. Term and Termination
8.1 Term of Agreement
This Agreement starts on the Effective Date and, unless terminated in accordance with this Section 8, will continue in effect for as long as there is a Subscription Period or Order Form outstanding. Each Order Form (or that portion of the Order Form) that you use to order the Service will automatically renew (and we may automatically invoice you) for additional Subscription Periods of equivalent length, unless one party provides written notice to the other at least thirty (30) days prior to the expiration of the then-current Subscription Period that it wishes to terminate the applicable Order Form at the end of the then-current Subscription Period. Elements of Order Forms that relate to Onboarding Services will not automatically renew. We reserve the right to modify the Fees for the Service at any time upon sixty (60) days' prior written notice to you, provided that the modified Fees will not apply until the next Subscription Period.
8.2 Termination for Breach
Either party can terminate this Agreement (or any Order Form) immediately upon written notice to the other party if the other party breaches any part of the Agreement (or that Order Form, as applicable), and fails to cure the breach within thirty (30) days of receiving notice of it. Termination of a particular Order Form will not result in the automatic termination of this Agreement or any other Order Form. Termination of this Agreement will result in the automatic termination of all outstanding Order Forms.
8.3 Right to Suspend Service
Without limiting any of our other rights in this Section 8, we have the right, in our sole discretion, to suspend your ability to access the Service, without liability, under the following circumstances:
for scheduled or emergency maintenance to the Service, or any part thereof
if we believe that you are using the Service in violation of this Agreement or applicable law
if we believe that your use of the Service poses a security risk to us or to any third party
if required by law enforcement or government agency, or otherwise in order to comply with applicable law or regulation
if you fail to fulfill your payment obligations hereunder, and fail to cure that failure within thirty (30) days of receiving notice from us
8.4 Effect of Termination
Upon termination or expiration of a specific Order Form:
the Subscription Period for the Service in that Order Form will immediately end, and you must stop using the Service associated with that Order Form
Zenlytic will have no further obligation to provide the Service under that Order Form
you will pay Zenlytic any Fees due under that Order Form but not yet paid through the date of termination or expiration
Upon termination or expiration of the entire Agreement:
all Order Forms will automatically expire
all rights to access the Service will immediately expire, and you must stop using the Service
Zenlytic will have no further obligation to provide the Service
you will pay Zenlytic any Fees due but not yet paid through the date of termination or expiration
Zenlytic will promptly delete any Content in its possession
each party will promptly return to the other (or, if the other party requests it, destroy) all Confidential Information belonging to the other
Sections 1, 4, 6, 7, 8.4, and 11 through 15 will survive the termination or expiration of this Agreement for any reason.
9. Support
Provided you have paid all applicable Fees, Zenlytic will provide email-based technical support for the Service. You agree to designate a single point of contact for any support-related issues.
10. Limited Warranties; Disclaimer
10.1 By Zenlytic
We warrant to you:
that the Service will substantially conform to its Documentation
that any Onboarding Services will be performed in a good and workmanlike manner, by appropriately qualified personnel (you just need to let us know about a problem within thirty (30) days of the date of any failure to meet this warranty)
that the Service does not infringe upon the Intellectual Property Rights of a third party
that we engage in commercially reasonable due diligence to ensure that any large language model providers we utilize as part of our Service treat your Content legally and responsibly
We do not warrant that your use of the Service will be uninterrupted, or that the operation of the Service will be error-free. Our only obligation, and your only remedy, for any breach of the limited warranties in (i) and (ii) will be, at our option and expense, to either (a) reperform the non-compliant Service or Onboarding Services; or (b) terminate the applicable Order Form with respect to the non-compliant Service or Onboarding Services, as applicable, and refund the Fees you've already paid us for the non-compliant Service and/or Onboarding Services under the applicable Order Form (for the then-current Subscription Period). Our only obligation, and your only remedy, for any breach of the limited warranty in (iii) will be the indemnity in Section 12.1. These limited warranties will not apply if you use the Service in any way that is not expressly permitted by this Agreement and the applicable Documentation.
10.2 Disclaimer
Unless otherwise expressly set forth in Sections 10.1 above, Zenlytic does not make any other warranties pursuant to this Agreement, and the parties agree that the Service, and any Onboarding Services provided or Deliverables delivered pursuant to this Agreement are provided "AS IS", without warranty of any kind, express or implied. For the sake of clarity, you acknowledge that Zenlytic does not warrant as to the quality, usability, or accuracy of any Output.
ZENLYTIC HEREBY SPECIFICALLY DISCLAIMS ANY OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, ASSOCIATED WITH OR RELATED TO ITS PERFORMANCE UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
11. LIMITATION OF LIABILITY
EXCEPT FOR LIABILITIES ARISING OUT OF (I) A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) A PARTY'S BREACH OF ITS OBLIGATIONS IN SECTION 13 (CONFIDENTIALITY), TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(A) IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT, HOWEVER CAUSED, AND WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
(B) EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER UNDER OR RELATED TO THIS AGREEMENT, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES YOU HAVE ACTUALLY PAID OR PAYABLE TO US UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO LIABILITY. NOTWITHSTANDING THE FOREGOING, HOWEVER, THE PARTIES AGREE THAT EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ITS INDEMNIFICATION OBLIGATIONS IN SECTION 12 WILL BE LIMITED TO AND WILL NOT EXCEED THREE (3) TIMES THE FEES YOU HAVE ACTUALLY PAID OR PAYABLE TO US UNDER THE APPLICABLE ORDER FORM DURING THE TWELVE (12) MONTHS PRECEDING THE FIRST CLAIM GIVING RISE TO LIABILITY. MULTIPLE CLAIMS WILL NOT EXPAND THESE LIMITATIONS.
You understand and agree that Zenlytic has set its prices and entered into this Agreement with you in reliance upon the limitations of liability set forth in this Agreement, which allocate risk between us and form the basis of a bargain between the parties.
12. Indemnification
12.1 By Zenlytic
Subject to your indemnification obligations to us in Section 12.4 below, Zenlytic will defend or settle, at its option and expense, any third-party claim brought against you to the extent that it is based on an allegation that your use of the Service as permitted under this Agreement infringes the Intellectual Property Rights of a third party (each, a "Claim"), and Zenlytic will pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a Claim, provided that you notify us in writing of any such Claim as soon as reasonably practicable and allow us to control, and reasonably cooperate with us in the defense of, any such Claim and related settlement negotiations.
Notwithstanding the foregoing, we will have no obligation to indemnify you for any Claim to the extent that the Claim is based on:
the modification of the Service, unless Zenlytic or its designee made the modifications
your use of the Service other than as expressly authorized by this Agreement and the applicable Documentation
your failure to use updated or modified versions of the Service that we make available to you without additional charge that would have helped avoid or mitigate the Claim
your failure to stop using the Service after receiving written notice from us to do so in order to avoid further infringement or misappropriation
the combination, operation, or use of the Service in conjunction with equipment, devices, software, systems, or data that Zenlytic did not supply
(subparts (i)-(v) may be referred to collectively as "Indemnity Exclusions").
12.2 Right to Ameliorate Damages
If your use of the Service is, or in Zenlytic's reasonable opinion is likely to be, subject to a Claim under Section 12.1, Zenlytic may, at its sole option and expense (and in addition to Zenlytic's indemnity obligation to you in Section 12.1):
procure for you the right to continue using the Service
replace or modify the Service so that it is non-infringing and substantially equivalent in function to the original Service
if options (i) and (ii) above are not commercially practicable in Zenlytic's reasonable estimation, Zenlytic may terminate this Agreement and all licenses granted hereunder (in which event, you will immediately stop using the Service) and refund any prepaid but unused Fees that you paid us for any then-current Subscription Period(s)
12.3 Sole Remedy
THIS SECTION 12 SETS FORTH ZENLYTIC'S SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
12.4 By Customer
Subject to Zenlytic's indemnification obligations to you in Section 12.1 above, you will defend, indemnify, and hold Zenlytic harmless from and against any third party claims that may arise out of or that are based upon:
any allegation that Zenlytic's access to or use of the Content as permitted under this Agreement infringes the Intellectual Property Rights of a third party
your use of the Output
your use of the Service
any Indemnity Exclusion
13. Confidentiality
Neither party will use the other's Confidential Information except as permitted under this Agreement. Each party agrees to maintain in confidence and protect the other party's Confidential Information using at least the same degree of care as it uses for its own information of a similar nature, but in all events at least a reasonable degree of care. Each party agrees to take all reasonable precautions to prevent any unauthorized disclosure of the other's Confidential Information, including, without limitation, disclosing Confidential Information only to its employees, independent contractors, consultants, and legal and financial advisors (collectively, "Representatives"):
with a need to know such information
who are parties to appropriate agreements sufficient to comply with this Section 13
who are informed of the nondisclosure obligations imposed by this Section 13
Each party will be responsible for the acts and omissions of its Representatives pursuant to this Section. Nothing in this Section 13 will restrict either party from disclosing Confidential Information of the other pursuant to the valid order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make the disclosure gives reasonable notice to the other party to enable it to contest the order or requirement.
The obligations and restrictions in this Section 13 will not apply to any Confidential Information that:
was or becomes publicly known through no fault of the recipient
was rightfully known or becomes rightfully known to the recipient without restriction from a source who has a right to disclose it
was approved by the discloser for disclosure without restriction in a signed writing
the recipient independently develops without access to or use of the other party's Confidential Information
For the sake of clarity, the parties agree as follows:
the terms of this Agreement are the Confidential Information of both parties (except that each party may disclose the terms of this Agreement to bona fide potential investors or acquirers in connection with a potential investment, acquisition or change of control transaction)
the Content is Customer's Confidential Information
the Service and the Deliverables are Zenlytic's Confidential Information
14. Dispute Resolution and Arbitration
Please read this Section 14 carefully – it requires you to arbitrate disputes with us, and limits the manner in which you can seek relief from us.
All disputes arising out of or in connection with this Agreement (including, without limitation, your access to or use of the Service) will be referred to and finally resolved by arbitration under the Commercial Arbitration Rules of the American Arbitration Association. Each party will cover its own fees and costs associated with the arbitration proceedings. The place of arbitration will be Wilmington, Delaware. The language of the arbitration will be English. The award of the arbitrator will be final and binding, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Notwithstanding the foregoing, Zenlytic may seek and obtain injunctive relief in any jurisdiction in any court of competent jurisdiction, and you agree that the terms of this Agreement are specifically enforceable by Zenlytic through injunctive relief and other equitable remedies without proof of monetary damages.
WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, DISPUTES RELATED TO THE SERVICE):
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO HAVE A TRIAL BY JURY
YOU HEREBY EXPRESSLY GIVE UP YOUR RIGHT TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS IN ANY LAWSUIT, INCLUDING BUT NOT LIMITED TO CLASS ACTION LAWSUITS INVOLVING ANY SUCH DISPUTE
15. Miscellaneous
This Agreement will be governed by the laws of the State of Delaware, without regard to conflicts of laws rules. To the extent that the arbitration requirements in Section 14 do not apply for any reason, the federal or state courts located in Wilmington, Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement or its formation, interpretation, or enforcement, and the parties each hereby irrevocably consent to the exclusive personal jurisdiction and venue there.
Neither party may assign this Agreement, in whole or in part, without the other party's written consent, provided that each party may, upon written notice but without the requirement to obtain consent, assign this Agreement in its entirety to an affiliate or to the surviving entity in the event or a merger or acquisition of all or substantially all of that party's assets or equity.
Zenlytic may utilize third party contractors to perform its obligations under this Agreement, provided that Zenlytic at all times remain responsible for the acts and omissions of any contractors it elects to use.
In the event that any provision of this Agreement is deemed unenforceable, this Agreement will be modified to give as much effect as possible to that provision. Any provision that cannot be modified or reformed in this way will be deemed deleted, and the remaining provisions of this Agreement will continue in full force and effect.
A party's obligations can only be waived in a writing signed by an authorized representative of the other party. The parties are independent contractors. Except for the obligation to pay Fees under this Agreement, each party will be excused from performing under this Agreement to the extent that it is unable to perform due to causes beyond that party's reasonable control.
This Agreement (including each mutually executed Order Form) is the entire agreement of the parties with respect to its subject matter, and supersedes any and all prior or contemporaneous understandings and agreements, whether oral or written, between the parties. This Agreement is the only agreement between the parties, and the terms of any purchase order, written terms or conditions, or other document that you submit to us that contain terms that are different from, in conflict with, or in addition to the terms of this Agreement are hereby rejected by Zenlytic, and will be void and of no effect. To the extent of any conflict between the terms of this Agreement and any Order Form, the provisions of this Agreement shall prevail to the extent of such conflict (unless the Order Form terms explicitly provide otherwise).
Zenlytic may identify you as a customer on our website, and to current and prospective clients; you may revoke this right at any time at your discretion, upon written notice to us.
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