Zuper Terms and Conditions

PLEASE READ THESE STANDARD TERMS (“STANDARD TERMS”) CAREFULLY BEFORE USING THE SERVICES OFFERED BY ZUPER, INC. (“ZUPER”). BY EXECUTING ONE OR MORE ORDER FORMS WITH ZUPER THAT REFERENCE THESE STANDARD TERMS (EACH, AN “ORDER FORM”), YOU (“CUSTOMER”) AGREE TO BE BOUND BY THESE STANDARD TERMS (TOGETHER WITH ALL ORDER FORMS, THE “AGREEMENT”) TO THE EXCLUSION OF ALL OTHER TERMS. IN ADDITION, ANY ONLINE ORDER FORM THAT YOU SUBMIT VIA ZUPER’S STANDARD ONLINE PROCESS AND WHICH IS ACCEPTED BY ZUPER SHALL BE DEEMED TO BE MUTUALLY EXECUTED. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT. IF THE TERMS OF THIS AGREEMENT ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO SUCH TERMS.

Order Forms; Access to the Services. Upon execution by both Zuper and Customer, each 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), Zuper grants Customer a nonexclusive, limited, personal, non-sublicensable, nontransferable right and license to internally access and use the Services during the applicable Order Form Term (as defined below) for the internal business purposes of Customer, only as provided herein and only in accordance with Zuper’s applicable official user documentation for such Services (the “Documentation”). “Services” means the Zuper hosted software platform and related services identified in an applicable Order Form. “Add-On Services” means optional or supplemental services, features, or functionality made available by Zuper, including those that may be subject to Additional Service Terms. “Additional Service Terms” means any additional terms, policies, or pricing applicable to specific Services or features (including without limitation Add-On Services), whether set forth in an Order Form, in separate terms incorporated by reference into this Agreement, or made available on Zuper’s website or through the Services, as updated from time to time.
Implementation. Upon payment of any applicable fees set forth in each Order Form, Zuper agrees to use commercially reasonable efforts to provide standard implementation assistance for the Services only if and to the extent such assistance is set forth on such Order Form (“Implementation Assistance”). If Zuper provides Implementation Assistance in excess of any agreed-upon hours estimate, or if Zuper otherwise provides additional assistance beyond those agreed in an Order Form, Customer will pay Zuper at its then-current hourly rates for consultation.
Support; Service Levels. Subject to Customer’s payment of all applicable Fees, Zuper will provide support, maintenance, and uptime for the Services in accordance with (i) the support plan applicable to Customer (the “Support Plan”), as specified in the applicable Order Form or, if not specified, Zuper’s standard core support plan, and (ii) Zuper’s then-current Support and Availability Policy, available at Zuper Standard Support & Availability page which is hereby incorporated by reference into this Agreement. Zuper’s service availability commitments and applicable service credits are set forth in the Support and Availability Policy.
Services Updates. From time to time, Zuper may provide upgrades, patches, enhancements, or fixes for the Services to its customers generally without additional charge (“Updates”), and such Updates will become part of the Services and subject to this Agreement; provided that Zuper shall have no obligation under this Agreement or otherwise to provide any such Updates. Customer understands that Zuper may make improvements and modifications to the Services at any time in its sole discretion, provided that Zuper shall use commercially reasonable efforts to give Customer reasonable prior notice of any major changes.
Confidentiality. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). The Receiving Party agrees: (i) not to divulge or give access to any such Proprietary Information, other than those employees, consultants and agents (collectively, “Representatives”) with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party or its Representatives, (b) was in its possession or known by it without restriction prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that (to the extent legally permitted) the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. Customer acknowledges that Zuper does not wish to receive any Proprietary Information from Customer that is not necessary for Zuper to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, Zuper may reasonably presume that any information received from Customer that is not necessary for Zuper to perform such obligations is not confidential or Proprietary Information.
Ownership; Feedback. As between the parties, Zuper retains all rights, titles, and interests in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Zuper for the purposes of this Agreement, including any copies and derivative works of the foregoing. Any software that is distributed or otherwise provided to Customer hereunder (including, without limitation, any software identified on an Order Form) shall be deemed a part of the “Services” and subject to all of the terms and conditions of this Agreement. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments, or other feedback to Zuper with respect to the Services (“Feedback”). Zuper acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Notwithstanding anything else, Customer shall, and hereby does, grant to Zuper a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Zuper’s right to develop, acquire, license, market, promote, or distribute products, software, or technologies that perform the same or similar functions as, or otherwise compete with any products, software, or technologies that Customer may develop, produce, market, or distribute.
Fees; Payment; Adjustments.
1. Fees. Customer shall pay all fees and charges for the Services as set forth in (i) the applicable Order Form, and (ii) any applicable Additional Service Terms. Additional Service Terms may apply to specific Services or features, including both core Services and Add-On Services. All such fees and charges are collectively referred to as the “Fees.”
2. Payments. Unless otherwise specified in an Order Form or the applicable Additional Service Terms, all Fees shall be invoiced in advance, and all invoices issued under this Agreement are payable in U.S. dollars within fifteen (15) days from the date of invoice. Past due amounts are subject to interest at a rate of 1.5% per month or the maximum amount permitted by law. Customer shall reimburse Zuper for all reasonable costs of collection of past due amounts, including attorneys’ fees. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Zuper’s net income). All Fees paid are non-refundable and Customer shall not withhold, reduce, or set off any amounts owed under this Agreement except for amounts subject to a good faith dispute raised in accordance with Section 8(e).
3. Excess Usage. If Customer exceeds any user or usage limitations set forth in an Order Form or the applicable Additional Service Terms, then (i) Zuper shall invoice Customer for such additional users or usage at the applicable overage or usage rates set forth therein (or, if no such rates are specified, at Zuper’s then-current standard rates for such usage), in each case on a pro-rata basis from the first date of such excess usage through the end of the Order Form Initial Term or then-current Order Form Renewal Term (as applicable), and (ii) if such Order Form Term renews (in accordance with Section 13 below), such renewal shall include the additional Fees for such excess users and usage.
4. Price Adjustments at Renewal. Zuper may adjust the Fees for any renewal term upon at least sixty (60) days’ prior written notice to Customer before the start of the applicable renewal term. Any such updated Fees will apply beginning with the applicable Order Form Renewal Term. If Customer does not agree to the revised Fees, Customer may elect not to renew the applicable Order Form by providing notice of non-renewal in accordance with this Agreement.
5. Third-Party Add-On Services Cost Pass-Through. Notwithstanding anything to the contrary in this Agreement or any Order Form, to the extent that Customer elects to use any Add-On Services that are dependent on third-party providers (“Third-Party Add-On Services”), Zuper may adjust the fees applicable to such Third-Party Add-On Services to reflect increases in the fees or charges imposed by the applicable third-party provider (including, without limitation, per-transaction fees or equipment charges). To the extent reasonably practicable, Zuper will provide Customer with reasonable prior notice of any such fee adjustments (which may be provided by email, through the Services, or on an invoice or statement). Any such adjustments will apply solely to the affected Third-Party Add-On Services. Customer’s continued use of the applicable Third-Party Add-On Services following the effective date of such fee adjustment constitutes acceptance of the updated fees. 
Authorization to Store and Charge Payment Method. By providing payment information, Customer authorizes Zuper to securely store Customer’s credit or debit card information through a PCI-DSS compliant payment processor and to charge the payment method on file for any agreed-upon purchases, recurring payments, or outstanding balances under this Agreement. Customer acknowledges and agrees that:
1. Customer’s card information will be stored in a PCI-DSS compliant manner by Zuper’s payment processor.
2. Zuper is authorized to charge Customer’s payment method for:
3. any Services authorized or ordered by Customer;
4. recurring or installment payments, if applicable, in accordance with this Agreement; and
5. any unpaid balances, accrued Fees (including usage-based charges and Add-On Services), late fees, cancellation fees or other amounts due under this Agreement.
6. Customer will be notified in writing (including by email or through the Services) of any material changes to billing terms at least fourteen (14) days in advance.
7. Customer is responsible for maintaining accurate and up-to-date payment information. Customer may update its payment method through the Services or by providing written notice to Zuper.
8. Customer agrees to notify Zuper of any billing disputes and to use good faith efforts to resolve such disputes directly with Zuper prior to initiating any chargeback or payment dispute, except in the case of unauthorized or fraudulent charges. Customer must provide written notice of any billing dispute within thirty (30) days of the date of the applicable charge, and, to the maximum extent permitted by applicable law, failure to provide such notice will result in a waiver of any claim relating to such dispute.
Restrictions. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Zuper product or service; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; or (viii) bypass any measures Zuper may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services). Customer is responsible for all of the Customer’s activity in connection with the Services, including but not limited to uploading Customer Data (as defined below) to the Services. Customer (a) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties, and regulations in connection with Customer’s use of the Services (including those related to data privacy, international communications, export laws, and the transmission of technical or personal data laws), and (b) shall not use the Services in a manner that violates any third party intellectual property, contractual or other proprietary rights.
Customer Data. For purposes of this Agreement, “Customer Data” shall mean any data, information, or other material provided, uploaded, or submitted by Customer to the Services in the course of using the Services. Customer shall retain all right, title and interest in and to Customer Data, including all intellectual property rights therein. Customer, not Zuper, 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 Customer Data to Zuper 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). Zuper shall maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security and integrity of the Services and Customer Data. Zuper is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is due to Zuper’s gross negligence or willful misconduct. Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services, even if Customer did not authorize such use. Notwithstanding anything to the contrary, Customer acknowledges and agrees that Zuper may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Services to Customer and (B) generating Aggregated De-Identified Data (as defined below), and (ii) freely use, retain and make available Aggregated De-Identified Data for Zuper’s business purposes (including, without limitation, for purposes of improving, testing, operating, promoting and marketing Zuper’s products and services). “Aggregated De-Identified Data” means data submitted to, collected by, or generated by Zuper in connection with Customer’s use of the Services, but only in aggregate, de-identified form which cannot identify Customer or any individual.
Additional Service Terms. Certain Services or features (including, without limitation, Add-On Services) may be subject to Additional Service Terms. The following Additional Service Terms are incorporated by reference into this Agreement and apply, as applicable, to Customer’s access to or use of the corresponding Services or features:
1. Data Migration Terms. If Customer engages Zuper for data migration services, such services shall be subject to the Zuper Data Migration Terms and Conditions.
2. Beta Services Terms. If Customer participates in any Zuper Beta Services, such participation shall be subject to the Zuper Beta Services Terms.
3. ZuperPay Terms. If Customer uses ZuperPay services, such use shall be subject to the ZuperPay Terms.
4. Zuper Connect Terms. If Customer uses any Zuper Connect features, such use shall be subject to the Zuper Connect Terms.
5. Zuper AI Terms. If Customer accesses or uses any Zuper AI functionality, such use shall be subject to the Zuper AI Terms.
Third Party Integrations. Customer acknowledges and agrees that (i) the Services may operate on, with, or using application programming interfaces (APIs) and/or other services operated or provided by third parties (e.g., other vendors of Customer) (“Third Party Integrations”), (ii) the availability and operation of the Services or certain portions thereof may be dependent on Zuper’s ability to access such Third Party Integrations, and (iii) Customer’s failure to provide adequate access or any retraction of permissions relating to such Third Party Integrations may result in a suspension or interruption of the Services. Customer hereby represents and warrants that it has all rights, licenses, permissions and consents necessary to connect, use and access any Third Party Integrations that it integrates with the Services, and Customer shall indemnify, defend and hold harmless the Zuper for all claims, damages, and liabilities arising out of Customer’s use of any Third Party Integrations in connection with or through the Services. Zuper cannot and does not guarantee that the Services shall incorporate (or continue to incorporate) any particular Third Party Integrations and does not make any representations or warranties with respect to the availability or functionality of Third Party Integrations. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Integrations (including any Customer Data or other information relating thereto) and for complying with any applicable terms or conditions thereof. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
Term; Termination.
1. Term and Renewal. This Agreement shall commence upon the date of the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, unless otherwise specified therein, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (i) shall continue for the initial term specified on such Order Form (the “Order Form Initial Term”), and (ii) following the Order Form Initial Term, shall automatically renew for additional successive periods of equal duration to the Order Form Initial Term (each, an “Order Form Renewal Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Order Form Initial Term or then-current Order Form Renewal Term, as applicable.
2. Termination or Suspension of Services. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. Without limiting the foregoing, Zuper may suspend or limit Customer’s access to or use of the Services if (i) Customer’s account is past due, or (ii) Customer’s use of the Services results in (or is reasonably likely to result in) damage to or material degradation of the Services which interferes with Zuper’s ability to provide access to the Services to other customers; provided that in the case of subsection (ii): (A) Zuper shall use reasonable good faith efforts to work with Customer to resolve or mitigate the damage or degradation in order to resolve the issue without resorting to suspension or limitation; (B) prior to any such suspension or limitation, Zuper shall use commercially reasonable efforts to provide notice to Customer describing the nature of the damage or degradation; and (C) Zuper shall reinstate Customer’s use of or access to the Services, as applicable, if Customer remediates the issue within thirty (30) days of receipt of such notice.
3. Effects of Termination. Termination or expiration of this Agreement will not relieve Customer of its obligation to pay any Fees accrued or payable to Zuper prior to the effective date of termination or expiration, including, without limitation, Fees for Services performed, usage incurred (including any Add-On Services), and any unpaid invoices. All such amounts will become immediately due and payable upon the effective date of termination or expiration. Except as expressly set forth in this Agreement, all Fees are non-cancellable and non-refundable.
4. Data Export. Upon termination or expiration of this Agreement, Customer may, for a period of thirty (30) days following such termination or expiration (the “Data Export Period”), access and export Customer Data using the functionality of the Services. During the Data Export Period, Zuper will maintain Customer Data in accordance with this Agreement. After the expiration of the Data Export Period, Zuper will delete Customer Data, including all copies, whether in physical or electronic format, except to the extent required to be retained by applicable law. Customer is solely responsible for exporting Customer Data prior to the end of the Data Export Period. Upon Customer’s request, Zuper may provide reasonable assistance to export Customer Data, and any such assistance will be provided on a time and materials basis at Zuper’s then-current standard rates.
5. Survival. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
Indemnification. Each party (“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 that (i) the Customer Data or Customer’s use of the Services (in the case of Customer as Indemnitor), or (ii) the Services (in the case of Zuper as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (x) 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); (y) 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 (z) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Zuper do not apply with respect to the Services or any information, technology, materials, or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Zuper (including, without limitation, any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Zuper, (iv) combined with other products, processes or materials not provided by Zuper (where the alleged Losses arise from or relate 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) Customer’s use of the Services is not strictly in accordance herewith.
Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SERVICES Are PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.
Limitation of Liability. EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, THE PARTIES’ BREACH OF CONFIDENTIALITY OBLIGATIONS, AND FOR CUSTOMER’S BREACH OF SECTION 9, IN NO EVENT SHALL EITHER PARTY, OR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO ZUPER HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
Miscellaneous. This Agreement (including all Order Forms) represents the entire agreement between Customer and Zuper with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between Customer and Zuper with respect thereto. No additional terms, including terms contained in purchase orders or procurement portals, will apply unless expressly agreed in writing by Zuper. In the event of any conflict between these Standard Terms and an Order Form, the Order Form shall control solely with respect to that Order Form, but only to the extent the Order Form expressly identifies the specific provision of these Standard Terms that it is intended to override. In the event of any conflict between these Standard Terms or an Order Form and the applicable Additional Service Terms with respect to specific Services or feature, the Additional Service Terms shall control solely with respect to such Services or feature, except to the extent an Order Form expressly overrides such Additional Service Terms in accordance with the foregoing sentence. The Agreement shall be governed by and construed in accordance with the laws of the State of Washington, excluding its conflicts of law rules, and the parties consent to exclusive jurisdiction and venue in the state and federal courts located in King County, Washington. All notices under this Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Notices must be sent to the contacts for each party set forth on the Order Form. Either party may update its address set forth above by giving notice in accordance with this Section 17. Except as otherwise provided herein, any provision of this Agreement may be amended or waived only by a writing executed by both parties. 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. Neither party may assign any of its rights or obligations hereunder without the other party’s consent, provided that (i) 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 (ii) Zuper may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement, and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. 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. Customer hereby consents to the inclusion of its name and logo on Zuper’s website and in other marketing and promotional materials to identify Customer as a customer. Customer agrees that Zuper may (but is under no obligation to) issue press releases and publish testimonials and case studies with statements attributed to Customer or a named employee of Customer, and Customer agrees it will provide reasonable cooperation and assistance in connection with such efforts.
Changes to Standard Terms. Zuper may modify these Standard Terms and any Additional Service Terms from time to time. Zuper will provide notice of any material changes by posting the updated Terms on its website or by providing notice to Customer via email or through the Services. Such modifications will become effective thirty (30) days after notice. Customer’s continued use of the Services after the effective date of the updated Terms constitutes acceptance of the modified Terms.

Additional Service Terms may be provided in an Order Form, in separate terms made available to Customer, or through Zuper’s website or the Services, and may be updated from time to time in accordance with this Agreement. To the extent Customer uses any Services or feature subject to Additional Service Terms, such Additional Service Terms will apply to that use.

Note: For versions of Zuper’s Standard Terms applicable prior to April 2026, please refer to: https://info.zuper.co/en/standard-terms