These terms of service (“Terms of Service”) apply to the Services to be provided by Zipari, Inc. (“Zipari”) to the client ordering the Services identified on an Order Form (“Client”).

BY USING THE SERVICES, CLIENT AGREES THAT CLIENT HAS READ AND AGREES TO BE BOUND BY THE LATEST VERSION OF THESE TERMS OF SERVICE.

1. Definitions.

1.1. “Client Data” means any data that Client or End Users upload or provide to Zipari in connection with the use of the Services.

1.2. “Client-Supplied Materials” means any materials, data, or information that Client or End Users deliver or make available to Zipari, including Client Data.

1.3. “Deliverables” means the deliverables resulting from Professional Services that are identified in a SOW.

1.4. “End User” means any end user of the Subscription Services.

1.5. “Fees” means all fees and reimbursable expenses for Services provided hereunder.

1.6. “Initial Term” unless otherwise set forth on the Order Form, the Initial Term shall be a period of three (3) years.

1.7. “Order Form” means an order form executed by Zipari and Client and incorporated herein by reference.

1.8. “Order Form Effective Date” means the date the Order Form is executed by Zipari and Client, unless such Order Form specifies another date as the Order Form Effective Date.

1.9. “Order Form Term” means, with respect to the Order Form, collectively, the Initial Term and all Renewal Terms.

1.10. “Professional Services” means the professional services to be provided by Zipari, as set forth in an SOW.

1.11. “Renewal Term” means a period of one (1) year, unless the Order Form specifies another period of time.

1.12. “Service Level Agreement” means the Service Level Agreement provided by Zipari to Client and incorporated herein by reference.

1.13. “Services” means, individually and collectively, the Professional Services, the Support Services, and the Subscription Services.

1.14. “SOW” means a statement of work executed by Zipari and Client for the provision of Professional Services incorporated herein by reference.

1.15. “Subscription Fees” means the fees for Subscription Services set forth on the Order Form.

1.16. “Subscription Services” means Zipari’s software offerings as described in the Order Form, along with any Zipari software that Zipari makes available in connection with such offering.

1.17. “Support Services” means the provision by Zipari to Client of reasonable assistance and consultation to attempt to diagnose and resolve failures of the Subscription Services, and the provision of issue management Services as described in the Service Level Agreement.    

1.18. “Third Party Product” means any product and/or service identified on an Order Form, SOW, or other addenda provided to Client by, or proprietary to, a third party in connection with the Services.

1.19. “Third Party Product Agreement” means the additional terms and conditions applicable to a Third Party Product that apply to Client’s access to and use of such Third Party Product.

1.20. “Work Product” means all subject matter (including but not limited to work, inventions, discoveries, processes and improvements, computer programs, specifications, operating instructions, notes, technical drawings, designs, and all related documentation) created or first reduced to practice by Zipari, alone or with others, in connection with any Services provided hereunder, including but not limited to the Deliverables identified on a SOW.

1.21. “Zipari Technology” means the Services, along with all underlying technology, software, websites, analytics, methods, algorithms, rules, models, APIs, data and materials, discoveries, inventions, ideas and Deliverables and Work Product conceived, originated or prepared by Zipari in connection with, or utilized by Zipari in connection with, the provision of, the Services (excluding Third Party Products), and all related intellectual property and proprietary rights in or to any of the foregoing anywhere in the world.

2. Order Form.

Zipari and Client shall execute one or more Order Forms, which shall be governed by these Terms of Service. Each Order Form shall be executed by authorized representatives of Zipari and Client, and shall identify the Services to be provided by Zipari to Client under such Order Form, the Fees to be paid by Client to Zipari under such Order Form, and other terms and conditions applicable to the Services under such Order Form.  Client shall issue a valid purchase order to Zipari upon execution of the Order Form.

3. Services.

3.1. Professional Services. Professional Services provided by Zipari shall be governed by these Terms of Service and the applicable SOW. Zipari may condition implementation and support of new or additional products or services purchased or licensed by Client upon execution of an SOW and payment of applicable Fees.

3.2. Subscription Services. Subject to Client’s payment of all Fees due hereunder, Client shall have a revocable, nonexclusive, non-transferable, non-assignable, non-sublicensable license, during the Order Form Term, to use the Subscription Services for Client’s internal business purposes to process its own data in the conduct of its business for its customers.

3.3. Support Services. Support Services provided by Zipari shall be governed by these Terms of Service and the Service Level Agreement.

3.4. Deliverables. Subject to Client’s payment of all Fees due hereunder, Client shall have a revocable, nonexclusive, non-transferable, non-assignable, non-sublicensable license, during the Order Form Term, to use the Deliverables in connection with Client’s permitted use of the Subscription Services.

3.5. Work Product. All Work Product, and all intellectual property and proprietary rights therein shall be and remain the property of Zipari. No Work Product shall be deemed to be a work made for hire for Client or any third party, or a joint development, joint invention, or joint work of authorship with Client or any third party. Zipari reserves all rights not expressly granted to Client under these Terms of Service.

3.6. Restrictions. Client shall not: (i) use any Zipari Technology in violation of these Terms of Service or in violation of any applicable laws, rules or regulations; (ii) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available any Zipari Technology to any third party; (iii) copy, modify, adapt, publicly display, or publicly perform or create derivative works of any Zipari Technology or any portion thereof, or decompile, reverse assemble, or otherwise reverse engineer the Zipari Technology, or any portion thereof; or (iv) attempt to gain unauthorized access to, impair the security or integrity of, or perform any vulnerability scanning or load testing of: (a) the Subscription Services or any portion thereof or information accessible thereby; or (b) any systems or data of Zipari or any third party. If Client or any End User misuses or abuses the Subscription Services or otherwise violates this Section, Zipari may suspend or terminate Client’s or such End User’s access to the Subscription Services.

4. Third Party Products.

Certain functionalities of the Subscription Services may permit use of Third Party Products that Zipari makes available to Client pursuant to an Order Form, SOW, or addendum. Client may access and use such Third Party Products only in connection with Client’s use of the Subscription Services. Third Party Products are provided subject to the applicable Third Party Product Agreement, and such Third Party Provider may require additional payments by Client to such provider as a condition to using such Third Party Product. Third Party Products are provided by Zipari on an “as is” and “as available” basis, without any warranties from Zipari of any kind, express or implied, and Zipari expressly disclaims all such warranties. No representations, warranties, obligations, or service levels under these Terms of Service or the Service Level Agreement shall apply to any Third Party Products.

5. Term; Termination.

5.1. Term. These Terms of Service will continue until: (i) terminated by either party upon thirty (30) days’ prior written notice if there is no then-current SOW or Order Form; or (ii) terminated in accordance with this Section. Each Order Form will become effective on the Order Form Effective Date and shall continue in effect for the duration of the Initial Term, whereupon such Order Form will automatically renew for successive Renewal Terms, unless either party sends written notice of non-renewal to the other party at least sixty (60) days prior to the end of the Initial Term or the then-current Renewal Term.

5.2. Termination. Either party may terminate these Terms of Service or an SOW or Order Form at any time upon giving written notice as follows: (i) in the event that the other party materially breaches these Terms of Service or such SOW or Order Form and fails to correct the breach within thirty (30) days after written notice specifying the breach; or (ii) in the event that the other party makes an assignment for the benefit of creditors, or commences, or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to bankruptcy laws or laws of debtor’s moratorium.

5.3. Effect of Termination. Termination or expiration of an SOW or Order Form will not affect the remainder of these Terms of Service or any other then-current SOW or Order Form. Upon termination of these Terms of Service or an SOW or Order Form: (i) all Services under the terminated SOW or Order Form shall immediately terminate; (ii) Client will pay Zipari for all Fees earned or incurred by Zipari under the terminated SOW or Order Form through the date of termination. In addition, if termination is the result of Client’s uncured material breach, then, without limiting any other right or remedy of Zipari, Client shall also pay to Zipari an amount equal to the Subscription Fees that would be owed to Zipari for the remainder of the Initial Term or then-current Renewal Term of each terminated SOW and Order Form.

6. Fees; Payment Terms.

6.1. Subscription Fees. The Subscription Fees shall be payable as set forth on the Order Form. Unless otherwise set forth on the Order Form, the Subscription Fees shall be paid annually in advance throughout the Order Form Term. Commencing on the one-year anniversary of the Order Form Effective Date and annually thereafter, Zipari may increase the Subscription Fees and other Fees.   

6.2. Professional Services. Client agrees to pay the Fees for the Professional Services provided by Zipari in accordance with Zipari’s standard rates in effect when the Professional Services are provided, unless other rates are set forth in the SOW. Client agrees to pay all out-of-pocket expenses incurred in the course of rendering the Professional Services, including travel, meals, lodging and supplies, and incidental expenses. Unless agreed otherwise by Zipari and Client in writing: (i) all Fees for Professional Services that are rendered on a time and materials basis shall be invoiced monthly in arrears, and (ii) all Fees for Professional Services that are rendered on a “fixed-price” or “flat-fee” basis shall be invoiced upon execution of the SOW. 

6.3. Taxes. Client shall be responsible for any sales, use, or other taxes, assessments, or duties related to the Services. Zipari’s Fees are exclusive of all such taxes, assessments, or duties.

6.4. Payment Terms. The Order Form and all payment obligations are non-cancellable.  Client will not, except as expressly provided hereunder, be entitled to a refund of any amounts paid for any reason. Client shall pay all invoices within thirty (30) days of invoice date.  In order to dispute an invoice, Client must pay the undisputed portion, and provide written notice to Zipari of such dispute prior to the applicable due date, and such dispute must be reasonable and in good faith. Upon receipt of Client’s timely dispute notice, Zipari and Client shall work together diligently and in good faith for a period of thirty (30) days to resolve such dispute. Any amount not timely paid by Client as required by these Terms of Service shall bear interest at the lesser of: (i) 1.5% per month; or (ii) the maximum interest rate allowed by law. In any action arising from or related to Client’s failure to timely pay any Fees due hereunder, Zipari shall be entitled to recover its full costs and expenses related to such action, including its reasonable attorneys’ fees and legal expenses. Zipari shall have no obligation to perform any Professional Services or Support Services, and Zipari may suspend or terminate Client’s access to the Subscription Services, during any period when Client has failed to timely pay any amount owed to Zipari.

6.5. Audit and Inspection. Upon Zipari’s written request, an authorized officer of Client shall confirm in writing the then-current number of employees, members, providers, and/or End Users within the scope of Client’s use of the Subscription Services. Additionally, Zipari may verify Client’s compliance with these Terms of Service at any time, by inspecting the use of the Subscription Services, including through server logging and reporting. If the report or any such inspections reveal use of the Subscription Services beyond the scope permitted by these Terms of Service, Zipari may: (i) provide Client a period of no more than thirty (30) days to pay any additional Fees, and Zipari may increase the ongoing Subscription Fees according to such findings; or (ii) terminate these Terms of Service or affected Order Form and pursue all available remedies for a material breach of these Terms of Service.

7. Client Data; Client-Supplied Materials; HIPAA.

7.1. Client Data. Client is solely responsible for the accuracy and integrity of the Client Data as delivered to Zipari and for adopting procedures to identify and correct errors and omissions in such Client Data. Zipari is under no obligation to review Client Data for accuracy or potential third-party liability. In order to facilitate the provision of Services to Client, Client will provide Client Data to Zipari as described in an SOW or Order Form, or as otherwise requested by Zipari, in the format and specifications designated by Zipari. Client is the owner and data controller of all Client Data. Client hereby grants to Zipari, throughout the term of these Terms of Service, a non-exclusive, royalty-free, license to use, copy, and manipulate the Client Data, in whole or in part: (i) in connection with the Services and related product and service activities; (ii) to perform research and development activities and statistical analysis with the Client Data and to develop analytic models using the Client Data; and (iii) to aggregate, analyze, de-identify, and use such aggregated, analyzed, and de-identified, Client Data to create reference data that does not identify Client or any specific individual, and to develop and provide other products and services.

7.2. Client-Supplied Materials. Client expressly agrees and acknowledges that, in the course of providing the Services, Zipari may access, utilize, copy, adapt, modify, display, distribute, and prepare derivative works of, the Client-Supplied Materials, and so, in addition to any other right granted to Zipari hereunder, Client hereby grants to Zipari, throughout the term of these Terms of Service, a non-exclusive, royalty-free, sublicensable license, to do any and all of the foregoing for the purposes of providing the Services to Client and End Users. Client represents, warrants and covenants to Zipari that: (i) prior to delivering or making available such Client-Supplied Materials to Zipari or using it in connection with the Services, Client has secured all rights in, and consents of third parties with respect to, such Client-Supplied Materials reasonably necessary for Zipari and its agents, and subcontractors to lawfully perform hereunder and to do all acts related thereto described in these Terms of Service (including exercising any licenses granted hereunder); and (ii) Client will maintain all rights and consents set forth at subsection (i) throughout the term of these Terms of Service. Client further represents, warrants, and covenants to Zipari that no Client-Supplied Materials will contain any viruses, malware, or worms intended to damage, interrupt or misappropriate, or impair the security of, the Subscription Services.

7.3. Security. Zipari will use commercially reasonable measures in accordance with prevailing practices in the software industry to maintain and enforce physical and logical security with respect to the Client Data. Zipari may transmit or provide access to Client Data to a subcontractor that is assisting in the provision of Services under these Terms of Service. Zipari reserves the right to temporarily suspend Client’s and End Users’ access to the Subscription Services in the event of a suspected security breach or unauthorized access, without any liability to Client. In the event that Zipari must perform additional services with respect to a security breach or unauthorized access affecting Client Data caused by Client-Supplied Materials, an act or omission of Client or an End User, or Client’s failure to comply with these Terms of Service, Zipari shall be compensated by Client at Zipari’s then-current rates for such services. Client is solely responsible for maintaining complete and up-to-date backups of all Client Data and other Client-Supplied Materials, and acknowledges that it is not relying on Zipari to act as Client’s sole or primary source for such backup or such Client Data and other Client-Supplied Materials.

7.4. Usernames and Passwords; End Users. Access to the Subscription Services by Client and End Users is accomplished through the use of usernames and passwords. Client and End Users shall keep such usernames and passwords strictly confidential to prevent unauthorized use of the Subscription Services. Client shall be liable for any unauthorized use of the Subscription Services or access to Client Data using a username and password associated with Client or any End User. Client will be liable for all acts or omissions of any End Users, as if such acts or omissions were Client’s own acts or omissions.

7.5. HIPAA Compliance. To the extent that Zipari may be deemed to be a Business Associate (as defined at 45 C.F.R § 160.103) of Client, then the Business Associate Agreement located at https://zipari.com/policies-and-agreements/ shall apply.

8. Intellectual Property Rights.

Except as expressly provided otherwise in these Terms of Service, each party retains exclusive ownership and rights to its trade secrets, inventions, patents, copyrights, trademarks, service marks, logos and other intellectual property, and nothing in these Terms of Service grants any right or license therein to the other party. Zipari shall exclusively own all right, title and interest in and to the Zipari Technology.

9. Confidentiality.

Neither party will disclose any Confidential Information of the other party to any third party, nor use such Confidential Information for any purpose, except to the extent required or permitted in connection with such party’s performance in furtherance of, or enforcement of, these Terms of Service. For purposes of these Terms of Service, “Confidential Information” includes any and all information (regardless of form, whether tangible, intangible, or merely recollected) relating to the business of the Discloser and that the Discloser treats as confidential, regardless of whether the information constitutes a trade secret under applicable law. “Discloser” means the party whose Confidential Information has been disclosed to the other party, and “Recipient” means the party who receives, obtains knowledge of, or becomes privy to, Confidential Information of Discloser. “Confidential Information” does not include any information that: (i) was publicly known or in the public domain at the time it was disclosed, or has become publicly known or entered the public domain through no fault of Recipient; (ii) was independently developed by Recipient or others without use of Discloser’s Confidential Information, as demonstrated by files created at the time of such independent development; (iii) was known to Recipient, without restriction on use or disclosure, at the time of disclosure by Discloser hereunder, as demonstrated by files in existence at the time of disclosure; (iv) becomes known to Recipient, without restriction, from a source other than Discloser and without breach of any obligations of confidentiality owed to Discloser and otherwise not in violation of Discloser’s rights; or (v) is disclosed generally to third parties by Discloser without restrictions similar to those contained in these Terms of Service. If any Confidential Information of Discloser is required to be disclosed by Recipient pursuant to the order or requirement of a court, administrative agency, or other governmental body, Recipient shall (a) give Discloser as much advance notice of the possibility of such disclosure as practical so that Discloser may attempt to prevent such disclosure or obtain a protective order regarding its disclosure, and Recipient shall cooperate fully with Discloser in such efforts, at Discloser’s expense, and (b) maintain the confidentiality of, and not disclose, such information until all reasonable methods and legal remedies to prevent such disclosure have been exhausted. Thereafter, Recipient may without liability hereunder disclose only that portion of the Confidential Information that Recipient’s legal counsel advises Recipient is legally required to be disclosed. Each party’s obligations under this Section will survive any termination or expiration of these Terms of Service until such time as such information is no longer confidential or a trade secret under applicable law.

10. DISCLAIMER.

EXCEPT FOR THE WARRANTIES EXPRESSLY STATED IN THESE TERMS OF SERVICE, ALL SERVICES PROVIDED BY ZIPARI HEREUNDER ARE PERFORMED AND PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND ZIPARI DISCLAIMS ALL OTHER WARRANTIES WITH REGARD TO THE SERVICES OR ANY OTHER SUBJECT MATTER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THOSE REGARDING MERCHANTABILITY, NONINFRINGEMENT, TITLE, ACCURACY, CORRECTNESS, COMPLETENESS, OR FITNESS FOR A PARTICULAR PURPOSE. ZIPARI DOES NOT WARRANT THAT THE SERVICES OR DELIVERABLES WILL MEET CLIENT’S REQUIREMENTS OR THAT THE SERVICES OR DELIVERABLES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE OR FREE OF SECURITY INTRUSION.  ZIPARI WILL NOT BE DEEMED IN BREACH OF ANY OF ITS OBLIGATIONS  UNDER THESE TERMS OF SERVICE WHERE THE BREACH IS CAUSED IN WHOLE OR IN PART BY: (I) ANY CLIENT DATA OR OTHER CLIENT-SUPPLIED MATERIALS; (II) ACTS OR OMISSIONS OF END USERS OR ANY OTHER THIRD PARTY; (III) ANY BREACH OF THESE TERMS OF SERVICE BY CLIENT OR ANY USE OF THE SERVICES OR DELIVERABLES OTHER THAN IN ACCORDANCE WITH THESE TERMS OF SERVICE, THE APPLICABLE DOCUMENTATION, AND ALL APPLICABLE LAWS, RULES, AND REGULATIONS; (IV) ANY USE OF ANY SERVICES OR DELIVERABLES IN COMBINATION WITH ANY OTHER PRODUCT OR SERVICE NOT SUPPLIED BY ZIPARI; OR (V) ANY CHANGES OR MODIFICATIONS TO ANY SERVICES OR DELIVERABLES BY ANY PERSON OR ENTITY OTHER THAN ZIPARI.

11. LIMITATION OF LIABILITY. 

IN NO EVENT SHALL ZIPARI BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS OR LOST DATA, REGARDLESS OF THE THEORY OF LAW AND EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM. CLIENT ACKNOWLEDGES THAT ZIPARI SHALL HAVE NO LIABILITY, DIRECT OR INDIRECT AND REGARDLESS OF THE THEORY OF LAW, FOR ANY THIRD PARTY PRODUCT OR ANY ACT OR OMISSION OF A PROVIDER OF A THIRD PARTY PRODUCT. IN NO EVENT SHALL ZIPARI’S LIABILITY HEREUNDER, REGARDLESS OF THE THEORY OF LAW, EXCEED, IN THE AGGREGATE FOR ALL LIABILITIES ARISING OUT OF, IN CONNECTION WITH, OR RELATED TO THESE TERMS OF SERVICE OR THE SERVICES AT ANY TIME, THE TOTAL AMOUNT PAID TO ZIPARI FROM CLIENT UNDER THESE TERMS OF SERVICE FOR THE SUBSCRIPTION SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE ACT OR OMISSION GIVING RISE TO ZIPARI’S LIABILITY OCCURRED. ZIPARI SHALL NOT BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION, ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCURRED BY CLIENT IN CONNECTION WITH ANY UNAUTHORIZED ACCESS TO CLIENT DATA RESULTING FROM THE ACTIONS OR OMISSIONS OF CLIENT OR ANY END USER OR FROM THE FAILURE OF ANY SECURITY MEASURES EXCEPT TO THE EXTENT SUCH FAILURE OF SECURITY MEASURES IS CAUSED BY ZIPARI’S GROSS NEGLIGENCE. THE LIMITATIONS AND EXCLUSIONS IN THIS SECTION SHALL CONTINUE TO APPLY EVEN IN THE EVENT A WARRANTY OR REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification.

12.1. Zipari. Zipari will indemnify Client for any damages arising out of or resulting from any third party claim that the Subscription Services used in accordance with these Terms of Service and the applicable Zipari documentation infringes or misappropriates such third party’s U.S. intellectual property rights; provided Client: (a) notifies Zipari in writing of such claim within thirty (30) days; (b) allows Zipari to control and direct the investigation, preparation, and defense of such claim; and (c) collaborates in the defense and resolution of the claim. Notwithstanding the foregoing, Zipari shall have no obligation under the foregoing sentence if such third party claim arises, in whole or in part, out of or as a result of: (i) any Client Data or other Client-Supplied Materials; (ii) acts or omissions of End Users or any other third party; (iii) any breach of these Terms of Service by Client or any use of the Services or Deliverables other than in accordance with these Terms of Service, the applicable documentation, and all applicable laws, rules, and regulations; (iv) any use of any Services or Deliverables in combination with any other product or service not supplied by Zipari; or (v) any changes or modifications to any Services or Deliverables by any person or entity other than Zipari. Further, in the event a claim described above arises or Zipari suspects such a claim will arise, Zipari may at its sole option: (i) modify the Subscription Services in a manner that causes the Subscription Services not to infringe, misappropriate, or otherwise violate such third party’s intellectual property rights; (ii) obtain the right for Client to continue to use the Subscription Services; or (iii) terminate these Terms of Service upon providing notice to Client and, if Zipari is or would be obligated to indemnify Client against such infringement under this Section, refund Client any pre-paid, unused Subscription Fees paid to Zipari by Client for Subscription Services that Client will not receive as a result of termination. Client acknowledges and agrees that this Section sets forth Zipari’s entire liability, and Client’s sole and exclusive remedy for any claim or assertion of infringement, misappropriation or violation of a third party’s intellectual property right that arises from or relates to the Subscription Services.

12.2. Client. Client will indemnify, defend, and hold Zipari harmless from and against any and all claims, losses, damages, liabilities, and expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from: (a) Client Data or other Client-Supplied Materials, including without limitation any claim that the receipt, use, or disclosure of any of the foregoing by Zipari in accordance with these Terms of Service infringes or violates any right of a third party; (b) Client’s violation of any federal, state or local law, rule or regulation; (c) any claim for personal injury or damage to physical property caused by or resulting from the willful or negligent acts of Client relating to these Terms of Service; or (c) any act or omission by Client or End Users in accessing and using any Subscription Services other than in accordance with these Terms of Service.

13. General.

13.1. Assignment. Neither party may assign these Terms of Service without the prior written consent of the other party, which consent shall not be unreasonably withheld, delayed or conditioned. Any unauthorized assignment will be null and void. Notwithstanding the foregoing, Zipari may assign these Terms of Service in connection with any merger, consolidation, reorganization, sale of all or substantially all of its assets or any similar transaction. These Terms of Service will be binding on and inure to the benefit of Zipari and Client and their successors and permitted assigns.

13.2. Entire Agreement; Amendments. These Terms of Service, together with any attachments or exhibits, sets forth the entire agreement among Zipari and Client with respect to the subject matter hereof. Any prior agreements, promises, negotiations, or representations, whether oral or written, not expressly set forth in these Terms of Service, are of no force or effect. Except as otherwise expressly stated herein, these Terms of Service may not be amended except by a writing signed by Zipari and Client.

13.3. Governing Law. These Terms of Service, and any claim, action, suit, proceeding or dispute arising out of, in connection with, or relating to these Terms of Service, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Indiana, without regard to its provisions on conflicts of laws. Any proceeding arising out of, in connection with, or relating to these Terms of Service shall be exclusively brought and exclusively maintained in a state or federal court situated in Marion County, Indiana.

13.4. Independent Entities. Zipari and Client acknowledge and agree that Zipari is an independent contractor of Client, and nothing in these Terms of Service shall be construed to create an agency, partnership, joint venture, or employment relationship between Zipari and Client. Zipari may use contractors to assist in the provision of the Services or provide certain of the Services through a third party; provided Zipari remains responsible for such Services (excluding Third Party Products).

13.5. No Waiver. A delay or omission by a party to exercise any right under these Terms of Service shall not be construed to be a waiver of such right. No waiver by any party of a breach of these Terms of Service will be deemed a waiver of any subsequent breach.

13.6. Notices. All notices and communications related to these Terms of Service must be in writing and will be deemed given: (i) when personally delivered; (ii) upon confirmation of a facsimile transmittal; or (iii) upon receipt when deposited with the United States Postal Service, postage prepaid, to the address set forth on the Order Form. 

13.7. Order of Precedence. In the event of any conflict or inconsistency between these Terms of Service and any Order Form or SOW, the terms of the main body of these Terms of Service, and then the Order Form or SOW, will control solely with respect to such conflict or inconsistency, unless the Order Form or SOW expressly states that such provision in the Order Form or SOW shall control over these Terms of Service.

13.8. Severability. In the event any provision of these Terms of Service is rendered invalid, illegal, or unenforceable, the remaining provisions of these Terms of Service shall remain in full force and effect. Further, Zipari and Client shall renegotiate and amend the Agreement to comply with the requirements of law.

13.9. Survival. Any provision that, in order to give proper effect to its intent, should survive the expiration or termination of these Terms of Service, shall survive the expiration or termination hereof.

Last revised on December 15, 2023.