PLEASE READ THIS AGREEMENT CAREFULLY AND IMMEDIATELY CEASE USING THE SERVICE IF YOU DO NOT AGREE TO IT. BY CLICKING “I AGREE” OR “ACCEPT” (OR OTHER SIMILAR BUTTON), FILLING ANY APPLICABLE FORM, EXECUTING AN ORDER OR ACCESSING THE ZENTITLE PLATFORM, YOU (“YOU” OR "CUSTOMER") ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY ALL THE TERMS OF THESE ELECTRONIC LICENSE TERMS AND CONDITIONS (“ELTC”). THESE TERMS CONSTITUTE A BINDING AGREEMENT BETWEEN YOU AND NALPEIRON INC.,(“COMPANY” OR “NALPEIRON”) (EACH, A “PARTY” AND COLLECTIVELY, THE “PARTIES”), AND GOVERN YOUR USE OF THE PLATFORM ON A LIMITED USE BASIS.
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO BIND SUCH ENTITY TO THESE TERMS AND IN SUCH CASE ALL REFERENCES TO “YOU” OR "YOUR" HEREINAFTER SHALL INCLUDE AND APPLY TO SUCH ENTITY. IF YOU DO NOT AGREE WITH ANY OF THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE ANY PART OF THE PRODUCT.
THESE TERMS APPLY TO, AND GOVERN, THE EXECUTED ORDERING DOCUMENT (SUCH AS AN ORDER FORM, SALES ORDER, PROPOSAL, OR QUOTE) TO WHICH THEY ARE ATTACHED, HYPERLINKED, OR OTHERWISE INCORPORATED (IF ANY) (THE "ORDER"). THESE TERMS ARE HEREBY INCORPORATED BY REFERENCE INTO, AND MADE A PART OF, SUCH ORDER. THESE TERMS AND THE ORDER ARE COLLECTIVELY REFERRED TO AS THIS "AGREEMENT". TO THE EXTENT OF ANY CONFLICT OR INCONSISTENCY BETWEEN A PROVISION IN THESE TERMS AND A PROVISION IN THE ORDER, THE FORMER SHALL PREVAIL, UNLESS THE ORDER SPECIFICALLY STATES OTHERWISE.THESE SERVICE TERMS APPLY FOR THE NALPEIRON LICENSING SERVICES, REFERRED TO AS ZENTITLE (V10) AND ZENTITLE2 (STARTING ON OCTOBER 1ST, 2023), COLLECTIVELY CALLED “ZENTITLE” AND THE “SERVICE”. THESE ARE TWO SEPARATE SERVICE OFFERINGS AND ARE CONTRACTED SEPARATELY AND IDENTIFIED AS SUCH IN ORDERS, INVOICES, AND QUOTES.
THIS ACCESS AGREEMENT ("AGREEMENT") IS A LEGAL CONTRACT BETWEEN YOU (REFERRED TO AS "YOU" OR “CUSTOMER”) AND NALPEIRON (AS DESIGNATED BELOW) FOR ZENTITLE (THE "SERVICE"). IF YOU EITHER TRY OR PURCHASE OUR SERVICES, THIS AGREEMENT WILL GOVERN YOUR PURCHASE AND ONGOING USE OF THOSE SERVICES. THANK YOU FOR SELECTING THE SERVICES OFFERED TO YOU BY NALPEIRON INC. AND/OR ITS SUBSIDIARIES (REFERRED TO AS “NALPEIRON,” “WE,” “OUR,” OR “US”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU ARE NOT GRANTED ANY RIGHTS IN THE SERVICE, AND YOU WILL NOT BE ABLE TO ACCESS OR USE THE SERVICE.
Nalpeiron will be increasing base service pricing by 20% from 01/01/2024 for the first time in over five years, the new pricing comes into effect 01/03/2024 and this is the notice per our terms and conditions. The change will be introduced on your contract renewal date and does not immediately affect those on multi year contracts. This price change is necessary due to the increased costs passed on to us by the Hyperscaler providers we use to host the service along with increasing wage costs and the cost of inflation. In addition, all monthly plans will be subject to a 4% credit card fee, this does not apply to payments made by ACH monthly. The new pricing comes in effect based on your billing cycle, the next invoice raised will have the new charges attached. Monthly contracts can be converted to yearly to save the credit card fees.
Nalpeiron hereby grants You a non-exclusive, non-transferable, worldwide right to use the Service solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Nalpeiron and its licensors. You may not access the Service if You are a direct competitor of Nalpeiron, except with Nalpeiron's prior written consent. In addition, You may not access the Service to monitor its availability, performance, or functionality or for any other benchmarking or competitive purposes. As a condition to (and except as expressly permitted by) the Subscription, Customer shall not do (or permit or encourage to be done) any of the following Subscription restrictions (in whole or in part): (a) copy, manufacture, "frame" or "mirror" the Platform or Company Content; (b) sell, assign, transfer, lease, rent, sublicense, or otherwise distribute or make available the Platform or Company Content to any third party (such as offering it as part of a time-sharing, outsourcing or service bureau environment); (c) publicly perform, display or communicate the Platform or Company Content; (d) modify, adapt, translate, or create a derivative work of the Platform or Company Content; (e) decompile, disassemble, decrypt, reverse engineer, or extract or otherwise attempt to discover the source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms) or internal composition of, the Platform or Company Content; (f) remove, alter, or conceal any copyright, trademark, or other proprietary rights notices displayed on or in the Platform or Company Content; (g) circumvent, disable or otherwise interfere with security-related or technical features or protocols of the Platform or Company Content; (h) use the Platform or Company Content to develop any service or product that is the same as (or substantially similar to), or otherwise competitive with, the Platform or Company Content; (i) store or transmit any robot, malware, Trojan horse, spyware, or similar malicious item intended (or that has the potential) to damage or disrupt the Platform or Company Content; (j) employ any hardware, software, device, or technique to pool connections or reduce the number of servers/machines, Users, vendors, or endpoints that directly access or use the Platform or Company Content (sometimes referred to as 'virtualisation', 'multiplexing' or 'pooling'); (k) forge or manipulate identifiers in order to disguise the origin of any Customer Content; (l) take any action that imposes or may impose (as determined in Company's reasonable discretion) an unreasonable or disproportionately large load on the servers, network, bandwidth, or other cloud infrastructure which operate or support the Platform or Company Content, or otherwise systematically abuse or disrupt the integrity of such servers, network, bandwidth, or infrastructure; or (m) use the Platform or Company Content in connection with any internal performance testing or benchmark studies of which the results are designed or likely to be published in any form or media, or otherwise made available to the public, without Company's prior express written approval, or otherwise disclose or publish such results.
You may use the Service only for internal business purposes and shall not. (i) send Spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third-party privacy rights; (iii) intentionally send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) intentionally interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. For the avoidance of doubt, and as further detailed herein, the Customer expressly acknowledges and agrees that use of the Platform and services is at the Customer's own risk and responsibility and that Company shall bear no responsibility or liability for Customer's or User's use of the Platform and services.
You will be provided access to Nalpeiron servers upon paying the applicable fee. You will be entitled to create user accounts (based on your subscription level) on the Zentitle Service. Your users will be entitled to access and use the Service solely on your behalf for the purposes of providing the capabilities of the Service in regard to those of your software products to which the Nalpeiron software has been properly licensed and incorporated (the "Enabled Products"). Excluding maintenance periods and downtime, You may electronically access and use the Service 24 hours a day, seven days a week.
Subject to the terms and conditions of this Agreement, Company hereby grants You, during the Term (as defined below), a limited, non-exclusive, sub-licensable, non-transferable license to use and install Company’s SDK, solely for Your internal business purposes, or as otherwise agreed in an Order. You further acknowledge and agree that installing the SDK may involve acceptance of terms supplemental to this Agreement.Nalpeiron may change, suspend, or discontinue any aspect of the Service at any time without prior notice or liability provided; however, that such change, suspension, or discontinuation is, in Nalpeiron’s reasonable estimation, necessary for improvement or protection of the Service and/or its Customers with any such decision to change, suspend or discontinue any aspect of the Service being at the sole discretion of Nalpeiron management.
To access or use the Nalpeiron Services or to modify your account, You must establish an account and obtain a login name, account number, password, and/or passphrase. You must be a human. Accounts registered by “bots” or other automated methods are not permitted. You must provide your legal full name, a valid email address, and any other information requested in order to complete the sign-up process. Your login may only be used by one person – a single login shared by multiple people is not permitted. Your Admin (Manager) account may create separate logins for as many people as you'd like based on your subscription level. You authorize us to process all account transactions initiated using your login name, account number, password, and/or passphrase. You agree to provide Nalpeiron with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and license administrator. You agree to update this information within thirty (30) days of any change to it.
If the contact information You provided is false or fraudulent, Nalpeiron reserves the right to terminate your access to the Service and any other legal remedies. If You believe your bill is incorrect, You must contact us in writing within sixty (60) days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You are solely responsible for maintaining the confidentiality and security of your login details and those of the rest of your corporate entity added to the Service, including name, account number, password, and passphrase. You must immediately notify us of any unauthorized use of your login name, account number, password, or passphrase. You are responsible for any unauthorized activities, charges, and/or liabilities made on or through your login name, account number, password, or passphrase.
In no event will Nalpeiron be liable for the unauthorized use or misuse of your or your corporate entity’s login name, account number, password, passphrase, or security authentication option. Nalpeiron reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes violate the terms and conditions in this Agreement. Nalpeiron may suspend your, and all your other user's access, and the use of the Service if there is an unusual and material spike or increase in your use of the Service and Nalpeiron reasonably suspects or knows that such traffic or use is fraudulent or materially and negatively impacting the operating capability of the Service. Nalpeiron will provide notice prior to such suspension if permitted by applicable law or unless Nalpeiron reasonably believes that providing such notice poses a risk to the security of the Service. Nalpeiron will promptly reinstate your access and use once the issue has been resolved.
A “good faith estimate” is defined as the Licensee's projected revenues for product(s) sales managed through the Zentitle service. It is calculated using the company's internal financial plans for the coming year.
“Protected revenues” are defined as the revenues from the “products” managed through the Zentitle service. These can be hardware, software, firmware, or any other use of our service and intellectual property to protect, control, and manage access to those “products.” All the revenue associated with those “products” is counted as protected revenue. Other revenues from a licensee's business not directly associated or connected to the protected products are excluded from the revenue calculations (for example, training or professional services revenues).
“Products” are defined as products or services managed through the Zentitle platform even if they are delivered as a service, firmware, hardware, or anything else.
"Effective Date" means the date the Order is signed by both Parties, unless the Order itself specifies a different start or effective date.
"Billing period" means the next time you are invoiced, be that monthly, yearly or on the next time we raise an invoice to you.
Your agreement with Nalpeiron shall commence on the “Effective Date” and continue forever unless terminated earlier as provided herein.
Renewals shall continue on an automated basis unless or until You provide a Termination Notice in the form of a letter on your headed paper via pdf to email@example.com 60 days before the end of the current term or You fail to pay Fees per this Agreement. No other form of cancellation will be valid, our legal dept. needs to receive a written cancellation that is proven valid in order to cancel Your contract.
The fees associated with using the Zentitle service will be quoted based on the size of the Licensee’s overall revenues, i.e., if You are classed as an SMB or an Enterprise client to Nalpeiron. Each client class has a price plan, and both are subject to yearly true-up calculations. Your price plan and a quote for the service level and other options you may purchase will be provided. A contract will be signed by both parties to commence service.
Nalpeiron does not provide licenses to third-party applications to which Nalpeiron might be connected. You understand you must procure such licenses.You agree and acknowledge that You have not relied on the future availability of any Services, programs, or updates in entering into the payment obligations in your order; however, the preceding does not relieve Nalpeiron of its obligation during the Services Period to deliver Services that You have ordered per the terms of this Agreement.
As consideration for the Services You purchased, You agree to pay Nalpeiron the applicable Service(s) fees set forth upon receipt of your invoice from Nalpeiron. All fees are in US Dollars, and all payment obligations are non-cancelable. All amounts paid are nonrefundable unless otherwise covered by a separate written Service Level Agreement (SLA) where those terms shall apply. All fees exclude taxes where applicable, which will be added as state tax rules require. If Nalpeiron is required to pay any sales, use, GST, VAT, or other taxes in connection with the Service other than taxes based on Nalpeiron's income, such taxes will be billed to and paid by You. This provision does not apply to any taxes for which Customer is exempt, provided Customer has furnished Service Provider with a valid tax exemption certificate.
Payment options may be made available to clients to enable the purchase of subscriptions over a period defined at purchase. The minimum contract period is twelve (12) months. Changes to your account payments may only take place within one month of the end of the period or after the final month of your current subscription period. Where payment is made in regular payments for the Service, if any of the payments are not made on time during the agreed payment period, the Service will be suspended until payment has been received. You will have fourteen (14) days to make any payment, after which time the monthly payment plan may be revoked, and full payment will immediately become due. You will still be liable for the full amount of any contract plus any fees to reinstate the Service and any interest owing due to late payment. Nalpeiron may also terminate the Service at its discretion due to late payment after giving You notice and thirty (30) days to cure the non-payment. The Service is billed in advance monthly and is non-refundable for monthly payment plans. There will be no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account. To treat everyone equally, no exceptions will be made.
On signing this agreement, Nalpeiron will issue the Licensee with an Invoice for payment. Annual payments must be made by wire transfer or ACH per the instructions on the invoice (note that we cannot accept physical checks). If a monthly payment plan is selected, all payments shall be made by providing the appropriate credit card (or ACH details in the US) and billing information per the billing page provided to the Licensee by the Nalpeiron account manager. If applicable, sales tax shall be assessed on your invoice to comply with your state's sales tax laws and regulations. Your Account shall be suspended and inaccessible if such Fees are not received within 30 days of the invoice due date.
Fees for Renewal Terms shall be invoiced up to 60 days before the start date of the Renewal Term and shall be due by the start date of the Renewal Term. Your Account shall be automatically suspended and inaccessible as of the start date of the Renewal Term if Fees have not been received by such date. Your subscription shall be deemed Terminated if Fees for a Renewal Term are not received within 60 days of the start date of the Renewal Term. There shall be a $500 (USD) reactivation fee if your account is suspended for late payment. Terminated accounts will still be liable for any subscription fees outstanding.All amounts are in $USD. Payment shall be due no later than 14 days from the date of the invoice issued to the Licensee unless otherwise agreed in the signed contract. No refunds shall be provided if the Licensee terminates before the end of the then-current term.
The Licensee shall bear any fees related to wire, credit card or ACH transactions.
Monthly contracts must be paid by credit card (and are subject to a 4% surcharge to recover card processing costs) or ACH. If you cannot pay by card or ACH, select a yearly plan.
Subscription Fees for Renewal Terms are calculated using the SMB rate card with fixed pricing or the flexible enterprise rate card. The enterprise invoice amount is based on Your “good faith estimate” of Your next 12-month “protected revenues” in Your local currency as of the renewal date and the enterprise rate card. Fees represented as a percentage are calculated as the percentage of Your “good faith estimate” as defined in Your Agreement. During the renewal process, You will be asked to complete a revenue certification process to report trailing revenues and estimate the next twelve months’ revenues to raise the correct invoice for the renewal.License fees for all renewals shall be charged on the same frequency as the original term (annual or monthly) unless mutually agreed.
After the first year and before each anniversary of the Agreement’s Effective Date, the Licensee must certify that the current Revenue tier purchased was sufficient to cover the Licensee’s prior 12 months of revenue. If it was insufﬁcient, a true-up payment shall apply, representing the difference between the tier that was paid for and the tier that reﬂects the actual revenues for the prior 12 months. In addition, a true-up would apply if the licensee was on a ﬁxed price SMB plan, exceeded the revenue cap, and went into the “enterprise” pricing tier where a different fee structure applies.
All Licensees on an enterprise plan are subject to a true-up process, as the plan fee is directly related to the Licensee’s “protected revenues” and size. Any true-up is calculated from the difference between last year's good faith estimate and the last 12-month trialing “actual” revenues in Your local currency. The calculation should use the trailing 12-month revenues as of the revenue verification date, and that estimate should be no later than 30 days before the contract renewal date. Such certiﬁcation is to be performed by an ofﬁcer of the Licensee’s organization and may be subject to the reasonable right of Nalpeiron to audit such information. Any true-up payments shall be paid within 30 days of the anniversary date.
For Enterprise contracts only, You reserve the right to request a prorated credit for subscription fees previously invoiced if Your “actual” trailing 12-month revenue, as reported and certified on the revenue verification form, is lower than Your previous "good faith estimate". These terms apply only to transactions made after 01/11/2023 and are not retroactive. The credit will never be paid as cash, will only apply to a renewal, and will be void if You choose not to renew and have any credit apply to a forward contract. The credit will be subject to an audit of the previous revenues and those claimed. Credits are for clients in good standing at the time of the claim. Credits only apply to two-year forward contracts, paid yearly or in advance. This clause does not apply to legacy contracts, nor any contract not based on our latest pricing and terms. This clause does not apply to contracts with non-standard terms or special pricing.
Licensee shall provide Licensor with their “good faith estimate” of their Revenue for the following 12 months at least 30 days or more before each anniversary of the Agreement, upon which the Licensor will invoice the Licensee for the relevant plan fees. If the RVF form is unsigned at the time of contract renewal, the contract shall be renewed at the previous price, plus any pricing increases at the time of renewal, and will be applied for two years by default. If that pricing is shown to be inaccurate due to an increase in fees due a further invoice shall be issued to restate the fees in their accurate increased state.
Pricing may increase to reflect future changes to our pricing policy. All plans renew at the stated price of those plans at the time of the renewal. Prices may increase to reflect increased costs to operate the service. We will notify You at least sixty (60) days before Your contract ends of any pricing terms and changes. Nalpeiron shall not be liable to You or to any third party for any modification, price change, suspension, or discontinuance of all or part of the Service. Any renewal of your Services with us is subject to our then-current terms and conditions, including, but not limited to, the successful completion of any applicable authentication procedure and payment of all applicable Service fees at the time of renewal.
In addition to any other rights granted to Nalpeiron herein, these terms and any rights created hereunder may be terminated by Nalpeiron: (i) if You fail to make any payments due hereunder within fifteen (15) days of the due date at such time, Nalpeiron shall be entitled to stop all Services and suspend your access to Zentitle without any liability or need to provide further notification. Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month over the prevailing bank base rate on any outstanding balance or the maximum permitted by law, whichever is less, plus all collection expenses. You will continue to be charged for using the Service during any suspension period. If You or Nalpeiron initiate termination of this Agreement, You will be obligated to pay the balance due on your account. You agree that Nalpeiron may charge such unpaid fees to your credit card or otherwise bill You for such unpaid fees. Nalpeiron reserves the right to impose a reconnection fee if You are suspended and request access to the Service. You agree and acknowledge that Nalpeiron has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
Licensee may request a change to move from one service tier to a higher tier at any time. The licensee may elect to move from Zentitle V10 to Zentitle2 at a negotiated and agreed-upon market cost. Nalpeiron shall invoice the Licensee a prorated amount for the remainder of the term if you wish to migrate to Zentitle2 and leave Zentitle V10.
This Agreement shall automatically be renewed upon the expiration of the then-current term for the same term as previously contracted and then renew again automatically each subsequent Renewal Term and shall continue to do so unless or until You provide Termination Notice 60 days prior to the end of the current term in the form of a letter on your headed paper via pdf to firstname.lastname@example.org 60 days before the end of the current term or You fail to pay Fees in accordance with this Agreement.
Nalpeiron may terminate this Agreement if (a) You fail to make payment and/or (b) You fail to comply with the terms of this Agreement. Upon the effective date of any termination, You relinquish all rights granted under this Agreement. In addition, Nalpeiron may terminate a free/POC or trial account at any time in its sole discretion. Nalpeiron reserves the right to impose a reconnection fee if You do not renew your Service contract and request access to the Service.
If You do not keep up your subscription to the Service, You will be operating outside the agreed license terms and be subject to legal action if You continue to use our technology with your end users. In summary, if You do not continue your Service contract with Nalpeiron, your effective use of the Service and that of your end users will terminate, and your software will no longer be protected, licensed, or controlled by Nalpeiron technology.
Any unauthorized use of the Nalpeiron Technology or Service will be deemed a material breach of this Agreement. Any breach of your payment obligations will be deemed a material breach of this Agreement where such breach has not been cured within thirty (30) days of notice of such breach. Nalpeiron, in its sole discretion, may terminate your password, account, or use of the Service if You breach or otherwise fail to comply with this Agreement. You agree and acknowledge that Nalpeiron has no obligation to retain the Customer Data and may delete such Customer Data if You have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach. Any termination for cause or bankruptcy will mean the termination of the Service for You and your end users and the loss of any outstanding license term on any Enabled Products.
Nalpeiron, in our sole discretion, reserves the right to refuse to open an account or register You for other Nalpeiron Service(s) or to delete your registered product account within the first thirty (30) calendar days from receipt of your payment for such Services. In the event that we do not open an account or register You for other Nalpeiron Service(s), or we delete your account or other Nalpeiron Service(s) within such thirty (30) calendar day period, we agree to refund any applicable fee(s) You have paid unless such refusal is for material breach of this agreement as per the clause “Termination for Cause” in which case no refund will be payable. You agree that we shall not be liable to You for loss or damages resulting from our refusal to open your account, delete your account, or register You for other Nalpeiron Service(s).
If You are using a free trial, a proof of concept version of the Service, a beta version of the Service, or using the Service on any other free-of-charge basis as specified in an Order, including any related support Services to the extent provided by Nalpeiron in its sole discretion (collectively, “Trial Services”), Nalpeiron makes such Trial Services available to You until the earlier of (i) the end of the free trial or proof of concept period or beta testing period as communicated by Nalpeiron or specified in an Order; (ii) the start date of any purchased version of such Service; or (iii) written notice of termination from Nalpeiron (“Trial Services Period”).
Nalpeiron grants You, during the Trial Services Period, a non-exclusive, nontransferable right to access and use the Trial Services for your internal evaluation purposes in accordance with the Documentation and subject to the access and use restrictions set forth in this Agreement. You are authorized to use Trial Services only for evaluation and not for any business or productive purposes unless otherwise authorized by Nalpeiron in writing. Any data You enter into the Trial Services and any configurations made to the Trial Services by or for You during the term of such Trial Services will be permanently lost unless You: (a) have purchased a subscription to the same Service as covered by the Trial Services; or (b) exports such data or configurations before the end of such free period.
There is no guarantee that features or functions of the Trial Services will be available, or if available, will be the same in the general release version of the Service. You should review the Service features and functions before making a purchase. Nalpeiron will be under no obligation to provide You with any support Services with respect to the Trial Services. Notwithstanding anything to the contrary, Nalpeiron provides the Trial Services “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Nalpeiron disclaims all implied warranties and representations, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, and non-infringement. You assume all risks and all costs associated with using the Trial Services. Your sole and exclusive remedy in case of any dissatisfaction or Nalpeiron’s breach of the Agreement with respect to such Trial Services is termination of the Trial Services.
BY YOUR USE OF THE TRIAL VERSION OF THE SERVICES, YOU UNDERSTAND AND AGREE THAT AFTER THE AMOUNT OF TIME DISCLOSED DURING THE POC/TRIAL PROCESS FOR THE SERVICES, YOU MAY NOT BE ABLE TO CONTINUE TO ACCESS AND/OR USE SUCH TRIAL SERVICES OR ANY DATA YOU HAVE ENTERED INTO SUCH SERVICES UNLESS YOU PURCHASE THE APPROPRIATE FULL VERSION OF SUCH SERVICES.
Nalpeiron will provide reasonable customer support Service via email ("Support Services") Monday through Friday, from 9.00 a.m. until 5.00 p.m. local Nalpeiron support facility time from the support center closest to You (except on those days designated as Nalpeiron's holidays). Nalpeiron currently provides support from the United States, Europe, and the United Kingdom. All Support Services will be limited to issues surrounding the Service only. Nalpeiron does not guarantee a response time unless otherwise stated in your agreement or You have a "priority support" agreement.
We do not provide free technical support for the following. You must have a support contract or pay for consulting Services if You need help with the following:
Services related to training, consulting, customization of the Licensed Software, modifications, and consultation are not included in technical support Services, and Nalpeiron is not obligated to perform such Services; however, Nalpeiron shall undertake reasonable efforts to accommodate any request by the Licensee for training, customization and/or on-site consultation Services, and Nalpeiron shall charge its then-current rates for time and materials for such Services. Nalpeiron will not provide support to your end users, and You are responsible for all such support.
Priority support builds on our existing support Service but gives licensees with the associated contractual options access to the following benefits. Priority support users also have access to standard support, with the priority level being set for very urgent cases.
Priority Support guarantees an initial response within 12 hours of an issue being raised. We cannot guarantee a complete resolution in this timescale, but You will get an assessment of the issue. Where we can, we provide simple fixes and workarounds immediately. Hotfixes can be provided in consultation with the customer. Large fixes are prioritized and fed into the normal product development cycle. No guarantee can be made to the delivery date of the fix. Priority Support is subject to a fair usage policy of 12 issues being raised in any 365-day period. (By issue, we mean a new Priority Support incident opened in the Nalpeiron Online support system and set as a priority; this clause does not limit all other "normal" logged incidents). If supplied, hotfixes and feature requests are only built on the latest version of the product in question. Versions other than the latest version of the software are not supported in this way. This Nalpeiron Priority Support Agreement only applies where your contract specifically includes this provision.
Product features and functions are constantly optimized for the needs of the market and their competitive advantage. That means that some of our products and Services can gain new capabilities, or some capabilities will no longer be available. To keep product performance at the highest level, to add new capabilities, and to increase the features available, Nalpeiron may release new versions or a new generation of the Service. These new capabilities may be added to the current version You have purchased, or they may be offered as add-ons or an entirely new Service option with additional charges. Information about new product generation will be discussed in our normal channels in advance, and a migration plan will be scheduled where appropriate. In some cases, there will be a need to start fresh with the new Service option vs. migrating from the existing Service You have subscribed to. To keep your SLA and support agreement, You may need to upgrade to the newest version of the product version. Failing to do so could result in Nalpeiron not being able to continue delivering the Service, and that won’t be seen as a breach of contract.
Nalpeiron's goal is to ensure timely activation and data collection Services. Nalpeiron does not guarantee that software activations or data will be processed within specified time frames. Unless otherwise covered by a separate written Service Level Agreement (SLA) where those terms shall apply, Nalpeiron will not be liable. You will not be entitled to a refund for Service outages, including, but not limited to, those caused by or related to maintenance issues, servers, the technology that underlies the Service, failures of Nalpeiron direct or indirect Service (including, but not limited to, telecommunications, hosting, and power), computer viruses, natural disasters or other destruction or damage to Nalpeiron facilities, acts of nature, war, civil disturbance, court order, legislative or regulatory action, catastrophic weather condition, third party interference or other causes beyond Nalpeiron's reasonable control.
Nalpeiron may occasionally use within its own products or offer as additional optional components Software code and utilities from 3rd parties. In all these cases, the terms of these licenses will apply to your use of this 3rd party code, and these licenses will be listed hereunder or within the components themselves. You hereby agree to re-publish or include in your own Software any such license details and to comply with any such restrictions, pay any required license fees, or comply with any 3rd party terms these components contain.
Zentitle offers integration capabilities via an application programming interface or API. The number and volume of API calls You can make per account are billed based on your subscription level and will be outlined in any contract agreement. Abuse or excessively frequent requests to the API may result in the temporary or permanent suspension of your account's access to the API. Nalpeiron, in its sole discretion, will determine abuse or excessive usage of the API. Nalpeiron will reasonably attempt to warn the account owner via email before any extended suspension period.
Nalpeiron reserves the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part thereof) with or without notice. If Your bandwidth usage significantly exceeds the average bandwidth usage (as determined solely by Nalpeiron) of other Nalpeiron customers, we reserve the right to immediately disable your account or throttle your bandwidth until You can reduce your bandwidth consumption subject to our fair use terms. NOTE: This is a general clause to protect Nalpeiron and its users should the Service be attacked or otherwise have its servers and related Services abused by extraordinary loads and not designed as a general limit on customer usage.
The Zentitle2 APIs use a number of safeguards against bursts of incoming traffic to help maximize its stability.
These types of circumstances may result in rate limiting:
We have several limiters in the API, including:
If you suddenly see a rising number of rate-limited requests, please get in touch with .We may reduce limits to prevent abuse or increase limits to enable high-traffic applications. To request an increased rate limit, please get in touch with support. If you’re requesting a large increase, contact us six weeks before you’ll need the increased rate limit.
In connection with your use of the Services, You may be made aware of Services, products, offers, and promotions provided by third parties who are not affiliated with Nalpeiron (“Third Party Products”). If You decide to use any Third Party Products, You do so at your own risk and are responsible for reviewing the terms governing such Third Party Products. You authorize Nalpeiron to use and disclose your contact information, including name and address, for the purpose of making the Third Party Products You choose available to You.
You agree that the third party, and not Nalpeiron, is responsible for the performance of the Third Party Products. The Services may contain or reference links to websites operated by third parties (“Third Party Websites”). Nalpeiron is not responsible for the content of, nor any link contained in such Third Party Websites. Including any Third Party Website link in the Services does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by Nalpeiron of any data contained in Services made available through any Third Party Website. You acknowledge that linked Third Party Websites may contain terms and privacy policies that are different from those of Nalpeiron.
Nalpeiron disclaims any liability for using such Third Party Products and Third Party Websites. The Service may contain features that enable various Other Services to be directly integrated into your Nalpeiron experience. To take advantage of these features, You will be required to register for or log into such Other Services on their respective websites. By enabling third-party Services within the Zentitle Service, You are allowing Nalpeiron to pass Your log-in information to these Other Services for this purpose. Nalpeiron may offer integrations and connectivity to third parties and others. These integrations may be offered as part of our Service and will require user setup and configuration via Nalpeiron dashboards and APIs. These integrations do not include professional Services or any additional assistance in working with the third-party providers, nor do we offer any form of cross-guarantee about the third parties in question. Nalpeiron charges an additional fee for assistance in setting up or working with these bundled integrations. Nalpeiron also reserves the right to unbundle or sell any and all third-party integrations separately. No interoperability warranty is offered or implied by these integrations.
Nalpeiron offers various technologies and Service versions. These have been developed over time, including different code bases and operational capabilities and offering differing features and functions. It is imperative that our Customers test and try each version of our Service and choose to purchase the correct Service version and payment plan that best meets their needs. Nalpeiron does not warrant interoperability between Service versions, nor does it warrant feature compatibility between versions, as they can be very different technologically and, therefore, how they work in the field may vary. In summary, please test and choose the Service You wish to use without assuming that a feature in one is the same as another. They may appear so but may operate very differently.
Nalpeiron may (i) compile statistical and other information related to the performance, operation, and use of the Service and (ii) use data from the Services Environment in aggregated form for security and operations management to create statistical analyses and for research and development purposes (clauses i and ii are collectively referred to as “Service Analyses”). Nalpeiron may make Service Analyses publicly available; however, Service Analyses will not incorporate Your Content or Confidential Information in a form that could serve to identify You or any individual, and Service Analyses do not constitute Personal Data. Nalpeiron retains all intellectual property rights in Service Analyses.
Nalpeiron shall use all reasonable commercial efforts to ensure that the Nalpeiron Licensing Service is available to You 99.9% ("three nines" is the equivalent of 43.2 minutes of downtime in any calendar month) of the time outside scheduled maintenance periods. If it is not, You may be eligible to receive the Service Credits described below. This SLA states the Customer's sole and exclusive remedy for any failure by Nalpeiron to meet this Service SLA. This Agreement will commence on the date You register for the Nalpeiron Licensing Service editions covered by the SLA and will continue through either the end of the period elected by You for the provision of the Service or as earlier terminated by Nalpeiron (the "Term"). This SLA may be terminated by Nalpeiron without any “Service Credit” if (a) You fail to make a payment and/or (b) You fail to comply with Nalpeiron's Terms of Service. Upon the effective date of any termination, You relinquish all rights granted under this Agreement.
The following definitions shall apply to the Nalpeiron Uptime SLA.
This Nalpeiron Uptime Service Level Agreement only applies to certain Nalpeiron price plans or where your contract specifically includes this provision.
NALPEIRON’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. NALPEIRON IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. You understand that Nalpeiron uses third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. You understand that the technical processing and transmission of the Service, including your content, may be transferred unencrypted and involve (a) transmissions over various networks and (b) changes to conform and adapt to the technical requirements of connecting networks or devices.
Nalpeiron shall have reasonable protection in place to minimize the risk of the Enabled Products becoming lost or accessed in an unauthorized manner using the Service. Nalpeiron does not guarantee the security of the Service, and Nalpeiron will not be responsible in the event of any infiltration of its security systems. Nalpeiron does not guarantee that your Enabled Products cannot be used in an unlicensed installation by an end user without first being activated by the Service. You acknowledge that all security and copy protection systems are inherently fallible.
Our Professional Services Terms and Conditions are located on our Web site at https://zentitle.com/PS and are not incorporated herein. All professional services carried out by Nalpeiron (and it's partners and associates) are subject to these terms.
Our privacy statement is located on our Web site at https://zentitle.com/privacy and is not incorporated herein. The privacy statement sets forth your and our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may modify our privacy statement. You agree that You have agreed to these modifications by using our Services. You acknowledge that You may terminate this Agreement if You do not agree to any such modification. We will not refund any fees you pay if You terminate your Agreement with us. We will not process the personal data that we collect from You in a way incompatible with the purposes and other limitations described in our privacy statement.
While using the Nalpeiron Service, You will be deemed the Data Controller (as defined by many jurisdictions in the World). As a result, You undertake to obtain any and all data protection consents required to permit Nalpeiron to hold, use, disclose, or otherwise process any Personal Data generated (where "Data Controller" and "Personal Data" have the meaning defined by the end users local laws) for the purposes of providing the Nalpeiron Services. Nalpeiron shall occasionally process the Personal Data only on and subject to your instructions and shall not process the Data for any other purpose. Nalpeiron shall implement and maintain reasonable industry standard-level technical and organizational security measures against unauthorized access to, or unauthorized alteration, disclosure, or destruction of, the Personal Data.
You agree that You shall remain solely responsible for determining the contents and use of the Personal Data. You acknowledge that You are the Data Controller in relation to the Personal Data and that Nalpeiron is a Data Processor in relation to the Personal Data.
Therefore, You must ensure that any of your end users (data subjects) consent to such data transfer. In addition, You represent and warrant that You have provided notice to and obtained consent from any third-party individuals whose personal data You supply to us as part of our Services with regard to (i) the purposes for which such third party's personal data has been collected, (ii) the intended recipients or categories of recipients of the third party's personal data, (iii) which parts of the third party's data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third-party personal data You supply to us in the future.
We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals or for providing outdated, incomplete, or inaccurate information. The Nalpeiron Service requires collecting and processing your end user’s IP address, which is used for collating that end user's country of origin. Each device attached to the Nalpeiron Service is identified with a unique DeviceID to permit the continued and seamless recognition of the unique end-user anonymously by Nalpeiron. Therefore, whilst You undertake to carry out all communications with your clients in a lawful manner, You shall always be responsible for respecting and protecting their privacy, confidentiality, and similar rights. These rights may change based on their location and the legal jurisdiction in which they reside.
Nalpeiron does not own any data, information, or material that You submit to the Service in the course of using the Service ("Customer Data"). You, not Nalpeiron, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Nalpeiron shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Nalpeiron reserves the right to withhold, remove, and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Nalpeiron shall have no obligation to maintain or forward any Customer Data. Nalpeiron agrees to use reasonable care to protect confidential information and “Customer Data”.
You hereby grant to Nalpeiron, and You agree to grant to Nalpeiron, a royalty-free, nonexclusive, irrevocable, limited right and license to access your Nalpeiron hosted web pages (e.g. our End user Portal pages) and/or software products on the Zentitle Service and to access and log (i) any information concerning users' actions, entries, or activities on your web page(s) and/or software products, (ii) any information sent to You by users' web browsers or applications concerning users' web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information), and/or (iii) any data or other information You provide to Nalpeiron (collectively "Customer Data") for the purposes of (a) providing You with reports and other functions related to the Analytics Service; (b) analyzing and improving the Analytics Service; and/or (c) compiling aggregate data derived from your use of the Analytics Service to compile statistics, metrics, insights and general trend data about the Analytics Service for, among other things, Nalpeiron marketing and promotional purposes. This information will be presented only in aggregate form, and in no event will we compile specific site data that identifies clients or clients' visitors without client permission. You represent and warrant that You have all rights, licenses, and consents required to license Customer Data to Nalpeiron on these terms and further represent and warrant that this license does not infringe the rights of any third party or violate any applicable law or regulation.
The Services may include a feature that allows You to exchange helpful information with other users of the Services and the public. Please respect and interact with other users as You would in any public arena when using such features. You are responsible for exercising your judgment in evaluating and acting on (or ignoring) other users' communication sessions. Nalpeiron does not endorse and is not responsible for the accuracy of the content in these facilities and will not be liable for any damages incurred as a result of the submission, viewing, or use of any such content. Users may post hypertext links to content hosted and maintained by third parties. Nalpeiron has no obligation to monitor these linked sites and is not responsible for them. Your access to any linked sites is at your own risk. Do not reveal information that You do not want to make public. You also agree to comply with applicable Nalpeiron discussion board policies made available for the Services You selected. You agree that Nalpeiron has the right but not the obligation to monitor the Services and Content from time to time and to disclose any necessary information to satisfy any law, regulation, or other governmental request to operate the Services properly or to protect itself or its users. Nalpeiron will not intentionally disclose any private email message unless required by law. Nalpeiron reserves the right to edit, refuse to post, remove, or refuse to remove any information or materials, in whole or in part, that, in its sole discretion, is alleged to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.
You shall indemnify and hold Nalpeiron, its licensors and its parent organization, subsidiaries, affiliates, officers, directors, employees, attorneys, shareholders and agents (collectively, the "Nalpeiron Parties") harmless from and against any and all liability, losses, costs and expenses (including attorneys' fees) incurred by any Nalpeiron Party in connection with any claim by a third party arising out of (1) any claim that if proven true would constitute a material breach of this Agreement by You, (2) any use or alleged use of your or your user accounts by any person, whether or not authorized by You, which You know of or reasonably should have known of, or (3) any claim arising out of the material provided by You for which we provide Service, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement or misappropriation, trademark infringement or misappropriation, other intellectual property right infringement or misappropriation and any claim or liability relating to the content, quality, or performance of materials that You submit to or use with the Service. You may not enter into a settlement affecting or obligating Nalpeiron without its prior written consent. At our own expense, we reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You. In such case, You agree to cooperate with our defense of such a claim. We will indemnify and hold You, your officers, directors, employees, attorneys, shareholders, and agents harmless from and against any and all liability, losses, costs, and expenses (including attorneys' fees) incurred by You in connection with the sole gross negligence or willful misconduct by Nalpeiron Parties.
As a condition to the foregoing, the indemnified Party agrees: (A) to provide the indemnifying Party with prompt written notice of the Infringement Claim or Misuse Claim, as applicable (the "Claim"); (B) to cede to the indemnifying Party sole control of the defense and settlement of the Claim (except that any settlement shall require the indemnified Party's prior written consent, not to be unreasonably withheld, conditioned or delayed); (C) to provide the indemnifying Party with all information and assistance reasonably requested by it; and (D) not to admit any liability under (or otherwise compromise the defense of) the Claim. The indemnified Party may participate in the defense of the Claim at its own cost and expense.
This Section represents the indemnifying Party's sole obligation and liability and the indemnified Party's sole remedy for the Claim.
You certify that You own, or otherwise have sufficient rights to, all intellectual property and/or other rights in the Enabled Products and that the operation or distribution of such Enabled Products does not, to the best of your knowledge, violate any law or third party rights. Nalpeiron certifies that it owns, or otherwise has sufficient rights to, all intellectual property and/or other third-party rights in the software used in the Service and that the use of such software in the Service to the best of Nalpeiron’s knowledge will not violate any law or third-party rights. This clause excludes all forms of GPL and 3rd party code offered as additional options outside the core components of the Service offering (defined as the core Server-side code and the client-side libraries) specifically built by Nalpeiron staff.
NALPEIRON PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE" BASIS WITH ALL DEFECTS AND HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE, MERCHANTABILITY, QUIET POSSESSION, NON-INFRINGEMENT OR TITLE (EXCEPT FOR THAT COVERED UNDER THE NALPEIRON CERTIFICATION) OR QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM A COURSE OF PERFORMANCE OR USAGE OF TRADE. NALPEIRON DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT NALPEIRON WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS OR DATA NOT PROVIDED BY NALPEIRON, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT NALPEIRON DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. NALPEIRON IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. NALPEIRON IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS, OR THIRD-PARTY CONTENT. NALPEIRON DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD-PARTY CONTENT AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD-PARTY CONTENT. YOU ACKNOWLEDGE THAT NALPEIRON HAS NOT REPRESENTED THAT THE SERVICE WILL PREVENT ALL UNAUTHORIZED USE OF YOUR SOFTWARE PRODUCTS. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE, AND THERE ARE NO OTHER EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS, INCLUDING FOR SOFTWARE, SYSTEMS, NETWORKS, OR ENVIRONMENTS.
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. Nalpeiron and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to. (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or Service(s) provided under this agreement; (6) loss or liability relating to the deletion of or failure to store e-mail messages; (7) loss or liability resulting from the development or interruption of your web site or your Nalpeiron web site; (8) loss or liability from your inability to use our e-mail Service, web site manager Service or any component of the subscription Service (for websites from Nalpeiron); (9) loss or liability that You may incur in connection with our processing of your application for our Services, our processing of any authorized modification to your account record or your agent's failure to pay any fees, including the initial registration fee or re-registration fee; (10) loss or liability as a result of the application of our dispute policy; or (11) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in SSL, HTTPS, or any other standard not under Nalpeiron's sole control, or relating to customer-requested generation and transmission of a subscriber's private key.Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not fully apply to You. In such states, our liability and that of our third-party providers and their respective agents shall be limited to the greatest extent permitted by law. No person who is not a party to this Agreement shall be entitled to enforce any terms of the same under the Contracts (Rights of Third Parties) Act 1999. THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
THE INFORMATION PROVIDED IN THE NALPEIRON “SUPPORT MATERIALS” ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NALPEIRON DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL NALPEIRON CORPORATION OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS, OR SPECIAL DAMAGES, EVEN IF NALPEIRON CORPORATION OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY. NALPEIRON DOES NOT WARRANT THAT THE FUNCTIONS FOR THE LICENSED SOFTWARE OR CODE CONTAINED IN THE “SUPPORT MATERIALS” WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE LICENSED SOFTWARE OR CODE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE LICENSED SOFTWARE OR CODE CAN BE CORRECTED. FURTHERMORE, NALPEIRON DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE LICENSED SOFTWARE, CODE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY NALPEIRON OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE LICENSED SOFTWARE OR CODE PROVE DEFECTIVE AFTER NALPEIRON HAS DELIVERED THE SAME, YOU, AND YOU ALONE, SHALL ASSUME THE ENTIRE COST ASSOCIATED WITH ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
Nalpeiron shall have no obligation or liability for any technical advice furnished to Customer, including without limitation technical advice with respect to the use of the Zentitle Platform, all such technical advice being given and accepted at Customer's risk.
The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party’s Confidential Information to fulfill the purposes of this Agreement and in accordance with the terms of this Agreement. The receiving Party will protect the disclosing Party’s Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Notwithstanding the foregoing, the receiving Party may disclose Confidential Information to its (and its Affiliates) employees, advisors, consultants, and agents on a need-to-know basis, provided that such party is bound by confidentiality obligations substantially similar to those contained herein.
Information will not be deemed Confidential Information if it: (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (ii) becomes known (independently of disclosure by the disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party without use of or reliance upon the disclosing Party’s Confidential Information, and the receiving Party can provide evidence to that effect. The receiving Party may disclose Confidential Information pursuant to the requirements of a court, governmental agency, or by operation of law but shall (to the extent permissible by law) limit such disclosure to only the information requested and give the disclosing Party prior written notice sufficient to permit the disclosing Party to contest such disclosure.
You agree that if your agent (e.g., your administrative contact, reseller, distributor, or employee) purchased our Service(s) on your behalf, You are nonetheless bound as a principal by all terms and conditions herein. Your continued use of our Services ratifies any unauthorized actions of your agent. By using your login name, account number, or password, or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our Services on your behalf, that he or she is authorized to bind You to the terms and conditions of this Agreement, that he or she has apprised You of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, You are responsible for any errors made by your agent.
Nothing in this Agreement will be construed to imply a joint venture, partnership, or principal-agent relationship between Nalpeiron and You, and neither Party will have the right, power, or authority to obligate or bind the other in any manner whatsoever.
You will fully comply with all relevant export laws and regulations, including, but not limited to, the U.S. Export Administration Regulations and Executive Orders ("Export Controls"). You warrant that You are not a person, company, or destination restricted or prohibited by Export Controls ("Restricted Person"). You will not, directly or indirectly, export, re-export, divert, or transfer the Software or Service, any portion thereof, or any materials, items, or technology relating to Nalpeiron's business or related technical data or any direct product thereof to any Restricted Person.
Neither Party shall have any liability, or otherwise be deemed in breach, for any performance (excluding payment obligations) under this Agreement that is prevented, hindered, or delayed by reason of an event of Force Majeure (defined below). The Party so affected shall be excused from such performance to the extent that, and for so long as, performance is prevented, interrupted, or delayed by the Force Majeure. If and when performance is resumed, all dates specified under this Agreement shall be automatically adjusted to reflect the period of such prevention, interruption, or delay by reason of such Force Majeure. For purposes of this Agreement, an event of "Force Majeure" shall be defined as: (a) fire, flood, earthquake, explosion, pandemic or epidemic (or similar regional health crisis), or act of God; (b) strikes, lockouts, picketing, concerted labor action, work stoppages, other labor or industrial disturbances, or shortages of materials or equipment, or failure of (or delay in) delivery by Company’s suppliers or carriers; (c) invasion, war (declared or undeclared), terrorism, riot, insurrection, or civil commotion; (d) an act of governmental or quasi-governmental authorities; (e) failure of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, shortage of adequate power or transportation facilities; (f) major cloud service provider outage of service disruption; (g) prolonged lockdown measures; (h) bank-holiday, bank bail-in/out, bank services disruption; (i) nation-level cybersecurity attack; and/or (j) any matter beyond the reasonable control of the affected Party. Notwithstanding the foregoing, Customer shall not be entitled to use, or rely on, this Section (Force Majeure) in connection with any Customer breach of the Subscription and/or of Company's Intellectual Property Rights. For the avoidance of doubt, any problems relating to hosting of the Platform by a third party is beyond the reasonable control of Company.
The Parties agree to negotiate in good faith to resolve any dispute between them regarding this Agreement. If the negotiations do not resolve the dispute to the reasonable satisfaction of both parties, then each Party shall nominate one senior officer of the rank of Vice President, Division General Manager, or higher as its representative. Within thirty (30) days of a written request by either Party to call such a meeting, these representatives shall meet and attempt in good faith to resolve the dispute. If such senior officers cannot resolve the disputes in such a meeting, the Parties agree that they shall, if requested in writing by either Party, meet within thirty (30) days after such written notification for one day with an impartial mediator and consider dispute resolution alternatives other than litigation. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one-day mediation, either Party must go into Arbitration proceedings per the clause below. This procedure shall be a required prerequisite before taking any additional action hereunder. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
This arbitration provision shall survive the termination of this Agreement and the termination of your Nalpeiron subscription. If You elect to seek arbitration, You must first send to Nalpeiron, by certified mail, a written Notice of your claim ("Notice"). The Notice to Nalpeiron should be addressed to: General Counsel, Nalpeiron, Inc., 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303 ("Notice Address"). If Nalpeiron elects to seek arbitration, it will send, by certified mail, a written Notice to the address used for your account. A Notice, whether sent by You or by Nalpeiron, must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought ("Demand"). If You and Nalpeiron do not agree to resolve the claim within 30 days after the Notice is received, You or Nalpeiron may commence an arbitration proceeding or file a claim in small claims court. During the arbitration, the amount of any settlement offer made by Nalpeiron or You shall not be disclosed to the arbitrator. You may download or copy a notice form and a form to initiate arbitration at www.adr.org. If You are required to pay a filing fee after Nalpeiron receives notice at the Notice Address that You have commenced arbitration, it will promptly reimburse You for your payment of the filing fee unless your claim is for greater than US$10,000. The Commercial Arbitration Rules will govern the arbitration and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by this Agreement, and will be administered by the AAA. The AAA Rules and Forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice Address.
The terms of this Agreement bind the arbitrator. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of this arbitration agreement. Unless Nalpeiron and You agree otherwise, any arbitration hearings will take place in the county (or parish) of your billing address. (If You reside outside of the United States, any arbitration hearings will take place in your country of residence at a location reasonably convenient to You but will remain subject to the AAA Rules, including the AAA rules regarding the selection of an arbitrator). If your claim is for US$10,000 or less, we agree that You may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic/zoom hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds US$10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. If the arbitrator issues You an award that is greater than the value of Nalpeiron’s last written settlement offer made before an arbitrator was selected (or if Nalpeiron did not make a settlement offer before an arbitrator was selected), then Nalpeiron will pay You the amount of the award or the total of the last year’s subscription fees, whichever is the lower amount. Except as expressly set forth herein, the payment of all filing, administration, and arbitrator fees will be governed by the AAA Rules.
YOU AND NALPEIRON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless You and Nalpeiron agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES OR IT WILL BE FOREVER BARRED.
You and Nalpeiron are independent parties. Nothing in this Agreement shall be construed as making You an employee, agent, or legal representative of Nalpeiron.
The laws of Colorado, US, will govern this Agreement, and You submit to the jurisdiction of the courts of Colorado. This Agreement is not subject to the United Nations Convention on Contracts for the Sale of Goods.
Nalpeiron and your trademarks, trade names, Service marks, and logos, whether or not registered (“Marks”), are the sole and exclusive property of the respective owning party, which owns all rights, title, and interest therein. Nalpeiron may: (i) use your name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) quote your statements in one or more press releases; and/or (iii) make such other use of your name and/or logo as may be agreed between the parties. Additionally, Nalpeiron may include your name and/or logo within its list of customers for general promotional purposes. Nalpeiron shall comply with your trademark use guidelines as such are communicated to Nalpeiron in writing, and Nalpeiron shall use the Customer’s Marks in a manner that is consistent with industry practice. Neither party grants to the other any title, interest, or other right in any Marks except as provided in this Section.
Nalpeiron may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Nalpeiron's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Nalpeiron's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Nalpeiron (such notice shall be deemed given when received by Nalpeiron) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Nalpeiron at the company’s address, addressed to the attention of the Chief Legal Officer.
Nalpeiron may change this Agreement occasionally, effective upon posting the modified Agreement on its website. Please review the Agreement periodically on this website for changes. Nalpeiron has the right to change or add to the terms of this Agreement and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services, including but not limited to Internet-based Services, pricing, technical support options, and other product-related policies, upon reasonable notice, including but not limited to posting information concerning such change in the Services selected by You or on a Nalpeiron website. Your continued use of the Services after Nalpeiron's publication of any such changes shall constitute your acceptance of this Agreement as modified.
Nalpeiron alone (and its licensors, where applicable) shall own all rights, title, and interest, including all related Intellectual Property Rights, in and to the Nalpeiron Technology, the Content, and the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, the Nalpeiron Technology, or the Intellectual Property Rights owned by Nalpeiron. Nalpeiron may provide You with a mechanism to provide feedback, suggestions, improvements, and ideas about its Services (“Feedback”). You agree that Nalpeiron will own any feedback provided by You. Nalpeiron may, in its sole discretion, use the Feedback You provide to Nalpeiron in any way, including in future modifications of the Services and/or advertising, marketing, and promotional materials relating thereto. You hereby grant Nalpeiron a perpetual, worldwide, fully transferable, sub-licensable (through multiple tiers), non-revocable, fully paid-up, royalty-free license to use, modify, create derivative works from, distribute, display, and otherwise exploit any information You provide to Nalpeiron in the Feedback. Nothing in this Agreement or in the parties’ dealings arising out of or related to this Agreement will restrict Nalpeiron’s right to use, profit from, disclose, publish, keep secret, or otherwise exploit any product-related feedback, without compensating or crediting You or the individual providing such feedback.
If either party becomes insolvent, cannot pay its debts when due, files for bankruptcy, is subject to involuntary bankruptcy, has a receiver appointed, has its assets assigned, or enters Chapter 11 protection, the other party may cancel any unfulfilled obligations. Entering into bankruptcy shall entitle Nalpeiron to terminate this Agreement for "cause" immediately upon written notice.
This Agreement may not be assigned by either of us without the prior written approval of the other except that either of us may assign this Agreement without prior permission to (i) a parent or subsidiary, (ii) an acquirer of assets (unless such an acquisition was a result of Bankruptcy), or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any assignment by You will require the assignee to sign a new license agreement and agree to these terms for any Enabled Products from the date of assignment in the name of the new entity. Any actual or proposed change in control of You that results or would result in a direct competitor of Nalpeiron directly or indirectly owning or controlling 50% or more of You shall entitle Nalpeiron to terminate this Agreement for "cause" immediately upon written notice. All license transfers are subject to written approval by Nalpeiron and will be subject to a transfer fee determined by Nalpeiron in its sole discretion. If your company or substantially all of its assets are acquired by or merged into another company, please contact Nalpeiron regarding transferring your license to a new company.
Any provisions in these Terms that extend beyond the termination or expiration of any sale or license of the Service will remain in effect until fulfilled and apply to both parties' respective successors and permitted assigns.
If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to reflect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. Nalpeirons acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Nalpeiron's right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Nalpeirons to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Neither party's failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights.
If Customer is a U.S. government entity, or this Agreement otherwise becomes subject to the Federal Acquisition Regulations (FAR), Customer acknowledges that the Platform constitutes “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212, DFARS 252.227-7014 and DFARS 227.7202. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Platform shall be as provided in this Agreement. If a government agency needs additional rights, it must negotiate a mutually acceptable signed written addendum to this Agreement specifically granting those rights.
From time to time, Nalpeiron may offer clients and prospects special offers, giveaways, and promotions. All such offers are subject to our normal terms and conditions. They are always at the sole discretion of Nalpeiron management and can be canceled or terminated at any time. Free books, gifts, and other "giveaways" are provided "as is" and cannot be exchanged for a cash equivalent. Open to legal residents of the fifty (50) United States and Canada who are 18 years of age or older at the time of entry. Further geographic restrictions may apply for individual special offers, giveaways and promotions, and may be stated during the method of entering. If, for any reason, the promotions are not capable of running as planned for any reason Nalpeiron reserves the right, in its sole discretion, to cancel, terminate, modify, or suspend the Giveaway and select the winners by random drawing from among all eligible entries received from all methods combined up to the point of the action taken by Nalpeiron. All giveaways must be claimed within 180 days. The "recipient of the giveaway" forgoes any prizes after 180 days without follow-up and will be responsible for all or any tax liabilities due to receiving a promotional item. Competitions are limited to one entry per person, subsequent additional entries will be considered void.
This Agreement is the complete agreement between You and Nalpeiron. It sets forth the entire liability of Nalpeiron, its corporate affiliates, and its Suppliers and your exclusive remedy with respect to the Services and its use. Any modification or waiver of the terms herein by Nalpeiron must be in writing, signed by an authorized representative of Nalpeiron, and expressly referencing the applicable provisions of this Agreement. If any provision of this Agreement is invalid or unenforceable under applicable law, then it shall be interpreted to accomplish the objectives of such provision to the fullest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This agreement supersedes all previous communications, representations, or agreements, either oral or written, concerning the subject matter hereof, and no representation or statements of any kind made by any representative of licensor or licensee that are not stated in this agreement shall be binding on Licensor or Licensee including any terms in Licensee purchase orders or contracts.
Where this agreement conflicts with the pre-printed terms of a PO, the terms of this agreement will supersede those of the PO. No addition to or modification of any provision of this agreement shall be binding upon the licensor or licensee unless made in writing and signed by the respective duly authorized representatives of the licensor and licensee.For the avoidance of doubt, any Order Form, Sales Order, Proposal, or Quote furnished by the Company to the Customer does not constitute an offer for the supply of goods or services.You may not assign this Agreement without the prior written approval of Nalpeiron. Still, it may be assigned without your consent by Nalpeiron to (a) a parent or direct or indirect subsidiary, (b) in an acquisition of the assets, including the Services, in whole or in part, (c) a successor by merger. Any assignment in violation of this Section will be void. Failure to prosecute a party's rights will not constitute a waiver of any breach. This Agreement has been written in English, and You waive any rights You may have under the law of your country or province to have this Agreement written in any other language.
EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO OTHERWISE PROTECT OR ENFORCE A PARTY'S INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION, REGARDLESS OF FORM, UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN ONE (1) YEAR AFTER THE DATE ON WHICH THE CORRESPONDING LIABILITY AROSE. Any claims or damages that Customer may have against Company shall only be enforceable against Company, and not any other entity or Company's officers, directors, representatives, or agents.
Nalpeiron Inc, 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303, U.S.
Copyright Nalpeiron, Inc. All rights reserved. Nalpeiron Licensing Service™, Zentitle™, Zengain™, NSL™, NSA™, PRO-Tector™, Total License Agility™, BetaTracker™, FreeConvertor™, SupportConsole™, EngagePage™, OverdraftTracker™, TrialMaximizer™, ActiveMarketing Suite™ and the Nalpeiron logos, Nalpeiron, and the Nalpeiron company logo are trademarks of Nalpeiron, Inc.