Terms of Service

Terms of Service

Effective date: January 22nd 2024

PLEASE CAREFULLY READ THESE TERMS OF SERVICE (“TERMS”) BEFORE USING THE Zerve PRODUCTS (AS DEFINED BELOW) OFFERED BY Zerve AI Ltd. (“ZERVE”). BY MUTUALLY EXECUTING ONE OR MORE ORDER FORMS (INCLUDING ELECTRONIC ACCEPTANCE, IN THE CASE OF A ONLINE TRANSACTION) WITH ZERVE WHICH REFERENCE THESE TERMS (EACH, AN “ORDER FORM”), YOU OR THE ENTITY YOU REPRESENT (“CUSTOMER”) AGREE TO BE BOUND BY THESE TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A BUSINESS CUSTOMER (AS DEFINED BELOW), YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO THESE TERMS ON BEHALF OF SUCH BUSINESS CUSTOMER AND TO BIND SUCH BUSINESS CUSTOMER TO THESE TERMS. IN ADDITION, ANY ONLINE ORDER FORM WHICH YOU SUBMIT VIA xZERVE’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY ZERVE SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

1. Users; Order Forms; Zerve Products; Modification of Terms

  1. Zerve allows both individual users (“Individual Customers”) and entities (“Business Customers”) to create an account through Zerve’s websites and mobile applications to access the Zerve Products (an “Account”). “Customer” as used herein refers to either Individual Customers or Business Customers, as applicable. Individual Customers acknowledge and agree that if such Customer signs up for an Account using an email associated with an employer or other organization who later enters into (or currently has) an agreement for the Zerve Products with Zerve (an “Entity Agreement”), then such Individual Customer’s Account may be merged with or subsumed by such employer’s or other organization’s Account (an “Entity Account Transfer”). Following an Entity Account Transfer, this agreement will terminate with respect to such Individual Customer, and any further use of the Zerve Products will be pursuant to the applicable Entity Agreement.

  2. Upon mutual execution, an Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer’s compliance with the terms and conditions of this Agreement (including any limitations and restrictions set forth on the applicable Order Form) Zerve grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right and license to internally access and use the Zerve product(s) and/or service(s) specified in such Order Form (collectively, the “Zerve Product,” or “Zerve Products”) during the applicable Term (as defined below) for either the internal business or personal purposes of Customer, as applicable, in accordance with these Terms.

  3. Zerve reserves the right, in its sole discretion, to modify or replace these Terms at any time. If a revision is substantial, Zerve will try to provide at least a thirty (30) day notice prior to any new terms taking effect; provided that what constitutes a substantial change will be determined at Zerve’s sole discretion. By continuing to access or use the Zerve Products after any revisions to these Terms become effective, Customer agrees to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Zerve Products.

2. Account; Access

Customer must provide accurate, complete and updated account information regarding Accounts, and Individual Customers may only create a single Account. Customer shall be responsible for maintaining the security of Customer’s Account, password(s) (including but not limited to administrative and user passwords, if applicable) and files, and for all uses of Customer Account with or without Customer’s knowledge or consent. Business Customers shall cooperate with Zerve in establishing a password or other procedures for verifying that only designated employees of Customer have access to any administrative functions of the Zerve Products.

3. Restrictions and Responsibilities

  1. Except as otherwise expressly set forth in the Documentation (defined below), Customer will not (and will ensure that no third party nor any of its users of the Zerve Products), directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Zerve Products, any software or data related to the Zerve Products (“Software”)or any user documentation that Zerve makes generally available to its users (“Documentation”), except to the extent the foregoing restrictions are prohibited by applicable law; (ii) reproduce, duplicate, copy, modify, translate, or create derivative works based on the Zerve Products or any Software (except to the extent expressly permitted by Zerve or authorized within the Zerve Products); (iii) sell, resell, use the Zerve Products or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (iv) remove, deface, obscure or alter any proprietary notices, branding or labels from the Zerve Products or any output or results thereof; (v) use the Zerve Products to build an application or product that is competitive with any Zerve product or service; (vi) interfere or attempt to interfere with the proper working of the Zerve Products or any activities conducted on the Zerve Products; (vii) violate the guidelines as stated in the Acceptable Use Policy (located at https://docs.zerve.ai/acceptable-use-policy/) (viii) bypass any measures Zerve may use to prevent or restrict access to the Zerve Products (or other accounts, computer systems or networks connected to the Zerve Product); or (ix) use the Zerve Products in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable laws or regulations (including but not limited to any privacy laws, export control laws of the United States and laws or regulations concerning consumer and child protection, obscenity or defamation). In addition, Customer agrees that unless otherwise expressly agreed to in writing with Zerve, it shall not provide any information to Zerve (through the Zerve Products or otherwise) that is considered (i) “personal health information” (“PHI”), as defined under the Health Insurance Portability and Accountability Act, unless Customer has entered into a separate agreement with Zerve relating to the processing of such data; (ii) government issued identification numbers, including Social Security numbers, drivers’ license numbers or other state-issued identification numbers; (iii) financial account information, including bank account numbers; (iv) payment card data, including credit card or debit card numbers; or (v) “sensitive” personal data, as defined under the European Union’s General Data Protection Regulation or any other applicable data privacy law, 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. Notwithstanding anything herein to the contrary, Customer shall not submit any PHI to Zerve without first executing a Business Associate Agreement (BAA) with Zerve; and if inactivity timeouts are mandated by Customer’s security policies, Customer is responsible for implementing such timeouts using “screen locks” on endpoint devices.

  2. Zerve reserves the right to monitor the use of the Zerve Products for security and operational purposes and make modifications to the features and functionality of the Zerve Products during the Term. Zerve may immediately suspend Customer’s access to the Zerve Products if (i) Zerve reasonably believes that a user or Customer is in breach of this Agreement; (ii) a user or Customer engages in excessive utilization of the Zerve Products which affects, or could reasonably likely affect (in Zerve’s reasonable opinion), system availability or performance, or (iii) if Zerve in good faith suspects that any third party has gained unauthorized access to the Zerve Products using Customer’s Account. Zerve will use commercially reasonable efforts to provide Customer with reasonable notice prior to taking any such action, but Customer acknowledges that in exigent circumstances, notice may be provided after taking such action. Zerve will restore Customer’s access to the Zerve Products following resolution of the issue that caused the suspension. In addition, Zerve reserves the right to delete or disable any content (including Customer Data) that is in breach of this Agreement.

  3. Zerve may make some Zerve Products available to academic, non-profit and/or educational Customer Accounts (“Education Accounts”) free of charge (“Free Services”). Zerve reserves the right to verify Customer’s eligibility for an Education Account, and Customer will provide all information reasonably requested by Zerve in connection with any such verification. Education Accounts are for academic/non-profit, noncommercial use only. Use of Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this section and any other portion of this Agreement, this section shall control. Free Services are provided to Customer without charge up to certain limits as described in the Documentation or Order Form. Usage over these limits requires Customer’s purchase of additional capacity to use the Zerve Products. Customer agrees that Zerve, in its sole discretion and for any or no reason, may terminate Customer’s access to the Free Services or any part thereof. Customer agrees that any termination of Customer’s access to the Free Services may be without prior notice, and Customer agrees that Zerve will not be liable to Customer or any third party for such termination. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if Zerve terminates Customer’s account, except as required by law, Zerve will provide Customer a reasonable opportunity to retrieve its Customer Data. THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND Zerve SHALL HAVE NO INDEMNIFICATION OBLIGATIONS OR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE Zerve’S LIABILITY WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100). CUSTOMER SHALL BE FULLY LAIBILE UNDER THIS AGREEMENT TO Zerve AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.

4. Proprietary Rights

  1. Customer shall own all right, title and interest in and to any data, information or other material provided, uploaded, or submitted by Customer in the course of using the Zerve Products (“Customer Data”). Customer hereby grants Zerve a nonexclusive, worldwide, royalty free license to store, use, copy, archive, modify, display, and make available (in accordance with Customer’s sharing settings) Customer Data as necessary for Zerve to provide, operate and maintain the Zerve Products provided to Customer. In addition, Zerve may use usage patterns, trends, and other statistical data derived from use of the Zerve Products (but not Customer Data itself) for the purposes of providing, operating, maintaining, or improving the Zerve Products and any products and services used to deliver the Zerve Products.

  2. Zerve shall own and retain all right, title and interest in and to (i) the Zerve Products and Software, all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with Implementation Assistance or support, and (iii) all intellectual property rights related to any of the foregoing.

  3. Customer, not Zerve, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer represents and warrants that it has all rights necessary to provide the Customer Data to Zerve as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy).

  4. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Zerve with respect to the Zerve Products (“Feedback”). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Zerve notwithstanding anything else. Zerve acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Customer shall, and hereby does, grant to Zerve a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

  5. By using the Zerve Products, Customers acknowledge and agree that such Customers are subject to the provisions in this Agreement as well as those in the Zerve Privacy Policy (located at https://docs.zerve.ai/privacy-policy/). To the extent that the Customer Data includes any Personal Data (as defined under applicable data privacy laws), (i) Zerve will process, retain, use, and disclose such personal data only as necessary to provide the Zerve Products hereunder, which constitutes a business purpose, and (ii) Zerve agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than providing the Zerve Products, or to retain, use, or disclose such personal data outside of the scope of this Agreement, provided that none of the foregoing shall prevent Zerve from transferring an Individual Customer’s Account and sharing an Individual Customer’s Data with an applicable Business Customer employer or other organization in connection with an Entity Account Transfer, which Customer Data may then be used by such Business Customer in accordance with the applicable Entity Agreement. Zerve understands its obligations under applicable data protection laws and will comply with them.

5. Fees

  1. Customer will pay Zerve the fees described in the Order Form in accordance with the terms therein (the “Fees”). If Customer’s use of the Zerve Products exceeds the any capacity or other limitations set forth on the Order Form, Customer will pay any additional Fees associated with such use (and Zerve reserves the right to limit Customer’s usage). Zerve reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term (as defined below) or the current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email). If Customer believes that Zerve has billed Customer incorrectly, Customer must contact Zerve’s customer support department to be eligible to receive an adjustment or credit.

  2. Zerve will bill Customer through the payment method provided by Customer and/or via an invoice. For invoices, unless otherwise set forth on an Order Form, full payment for invoices issued in any given month must be received by Zerve thirty (30) days after the date of receipt of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of the Agreement if payment has not been made within fourteen (14) days after receipt of notice of late payment. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent. Customer shall be responsible for all taxes associated with Zerve Products other than U.S. taxes based on Zerve’s net income.

6. Terms; Termination; Survival;

  1. Subject to earlier termination as expressly provided in this Agreement, unless otherwise set forth in an Order Form, this Agreement is for the Initial Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.

  2. In addition to any other remedies it may have, either party may terminate this Agreement: (i) on thirty (30) days’ prior written notice if the other party materially breaches any of the terms of this Agreement and such breach remains uncured thirty (30) days following such party’s receipt of the terminating party’s notice (subject to any shorter time limitations as are set forth in the Agreement, including, but not limited to, Section 5.2 for late payment); (ii) immediately on written notice if: (a) all or substantially all of the assets of the other party are transferred to an assignee for the benefit of creditors, to a receiver or trustee in bankruptcy; (b) a proceeding is commenced by or against the other party for relief under bankruptcy or similar laws and such proceeding is not dismissed within ninety (90) days; or (c) the other party is adjudged bankrupt or insolvent. Customer will pay in full for the Zerve Products up to and including the last day on which the Zerve Products are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

  3. If this Agreement has terminated (other than in connection with an Entity Account Transfer), Customer’s Account will be disabled and Customer may not be granted access to Customer’s Account or any files or other content (including Customer Data) contained in Customer’s Account. After termination of this Agreement, except in cases where an Individual Customer’s content and files have been transferred in connection with an Entity Account Transfer, Customer may request that Zerve delete all content and files contained in Customer’s Account, and Zerve shall use reasonable efforts to do so. Zerve reserves the right to maintain residual copies of Customer Data for backup purposes.

7. Third Party Services

Customer or its users may choose to use the Zerve Products with certain Third Party Products (defined below). Use of Third Party Products is subject to Customer’s agreement with the relevant provider of such Third Party Products and are not provided by Zerve and not governed by, or subject to, the terms and conditions in this Agreement. To the fullest extent permitted under applicable law, Zerve will have no liability for Customer’s or its users’ use of Third Party Products, including their security, functionality, operation, availability, or interoperability or how the Third Party Products or their providers use Customer Data (including any personal data contained therein). By enabling or otherwise using a Third Party Product with the Zerve Products, Customer hereby authorizes Zerve to access and exchange Customer Data with the Third Party Product on Customer’s behalf. For the avoidance of doubt and notwithstanding anything in this Agreement or the DPA (if applicable) to the contrary, the parties acknowledge and agree that the providers of Third Party Products shall be deemed Customer’s data processors and not Zerve’s data processors. “Third Party Products” means certain third party applications, integrations, systems, or services used by Customer, but not supplied or owned by Zerve, that interoperate with the Zerve Products.

8. Data Privacy and Security

By using the Zerve Products, Customers acknowledge and agree that such use by Zerve issubject to the provisions in this Agreement as well as those in the Zerve Privacy Policy (located at https://docs.zerve.ai/privacy-policy/). To the extent Customer provides Zerve with personal data that is subject to Data Protection Laws (as defined in the DPA) to process on its behalf, the parties acknowledge and agree that the Data Processing Addendum available at https://docs.zerve.ai/data-processing-addendum/ is incorporated herein by reference (the “DPA”).

9. WARRANTY DISCLAIMER

Zerve DOES NOT WARRANT THAT THE Zerve PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE Zerve PRODUCTS. THE Zerve PRODUCTS SHOULD NOT BE USED, AND ARE NOT LICENSED FOR, USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION/COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. Zerve PRODUCTS AND IMPLEMENTATION ASSISTANCE IS PROVIDED “AS IS” AND Zerve DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

10. Indemnity

Customer and Zerve (each, an “Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim (i) in the case of Customer as Indemnitor, (a) that Customer’s use of the Zerve Products and Customer’s Account infringes, violates, or misappropriates any third party intellectual property right, or (b) arising from Customer’s breach of Section 3.1, or (ii) in the case of Zerve as Indemnitor, that the Zerve Products, infringe, violate, or misappropriate any third party intellectual property right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). Zerve will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Zerve Products (i) not supplied by Zerve (including, without limitation, any Customer Data), (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Zerve, (iv) combined with other products, processes or materials not provided by Zerve where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Zerve Products is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Zerve Products are held by a court of competent jurisdiction to be or are believed by Zerve to be infringing, Zerve may, at its option and expense (a) replace or modify the Zerve Products to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Zerve Product, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Zerve Product.

11. Limitation of Liability

EXCEPT FOR CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER, CUSTOMER’S BREACH OF SECTION 3, AND EXCEPT FOR BODILY INJURY OF A PERSON, IN NO EVENT SHALL Zerve, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND Zerve’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO Zerve FOR THE Zerve PRODUCTS UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12. Miscellaneous

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Neither party may assign any of its rights or obligations hereunder without the other party’s written consent; provided that (i) for Individual Customers, Zerve may transfer the Customer Data (or portion thereof) as set forth in Section 1.1 hereof, (ii) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party’s business relating to this Agreement, and (iii) Zerve may utilize subcontractors in the performance of its obligations hereunder. This Agreement, the Order Form(s) and the DPA (if applicable) are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. To the extent these Terms conflict with an Order Form, the Order Form shall prevail. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party’s reasonable control, including, without limitation, the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Customer acknowledges that any use of the Zerve Products contrary to this Agreement, or any transfer, sublicensing, copying or disclosure of technical information or materials related to the Zerve Products, may cause irreparable injury to Zerve, its affiliates, suppliers and any other party authorized by Zerve to resell, distribute, or promote the Zerve Products, and under such circumstances Zerve and such parties will be entitled to equitable relief, without posting bond or other security, including, but not limited to, preliminary and permanent injunctive relief. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Zerve in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices must be sent to the contacts listed for each party in the Order Form, except for general product updates and other reasonable customer announcements which may be sent to the primary account. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in San Francisco, California. Customer otherwise agrees to reasonably cooperate with Zerve to serve as a reference account upon request. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party’s rights with respect to such breach or any subsequent breaches.

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