This is a legal agreement (“Agreement”) between the Customer and Zyprr Inc. (d/b/a ZipperAgent).
BY ACCESSING AND/OR USING THE SERVICE(S), YOU AGREE, ON BEHALF OF YOURSELF AND/OR YOUR COMPANY, TO BE BOUND BY THE MOST CURRENT VERSION OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THE SERVICE(S).
This Agreement is entered into between Zyprr Inc. (d/b/a ZipperAgent), as defined in Section 21 below (“Zyprr Inc. (d/b/a ZipperAgent)”), and you, and governs your use of the Zyprr Inc. (d/b/a ZipperAgent) services and the website (www.zipperagent.com), including, without limitation, all content, such as text, information, images, applications, templates, software, and other information, services, and materials (collectively, the “Service”), as well as all information made available to you by Zyprr Inc. (d/b/a ZipperAgent), by you, or by third parties through the Service.The “Customer” means the entity or individual invoiced by Zyprr Inc. (d/b/a ZipperAgent) for use of the Service. “You” or “User” means an individual user of the Service, whether or not that individual is the Customer, as identified by a unique URL, IP address, or other unique identifier.
This Agreement comprises the entire agreement between you and Zyprr Inc. (d/b/a ZipperAgent) and supersedes any and all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein.
Zyprr Inc. (d/b/a ZipperAgent), in its sole discretion, reserves the right to revise, update, or modify this Agreement at any time without prior notice. By continuing to access or use the Service, you agree to be bound by any such revisions or modifications.Any new features or enhancements to the Service, including the release of new features and resources, shall be subject to this Agreement.You acknowledge that you use the Service at your own risk and that Zyprr Inc. (d/b/a ZipperAgent) is not responsible for any content posted on the Service.The most current version of this Agreement may be reviewed at any time at https://www.zipperagent.com/terms-conditions/.
1. SERVICE PLANS
The Service is available under either a paid service plan or a free service plan.A free service plan consists of any Zyprr Inc. (d/b/a ZipperAgent) product that offers a limited number of Users, Items, and functionality, as determined by Zyprr Inc. (d/b/a ZipperAgent) in its sole discretion from time to time.Each Zyprr Inc. (d/b/a ZipperAgent) Account that is invoiced to and paid for by the Customer in accordance with Section 2 of this Agreement constitutes a single Zyprr Inc. (d/b/a ZipperAgent) organization with enhanced limits on the number of Users and Items, as well as access to additional features not available under the free service plan.
2. PAYMENT
Payment for the Services provided under a Zyprr Inc. (d/b/a ZipperAgent) Account shall be made at the prices and in accordance with the terms published on the Zyprr Inc. (d/b/a ZipperAgent) website or as otherwise quoted by Zyprr Inc. (d/b/a ZipperAgent) from time to time. All prices are exclusive of applicable taxes (including VAT), which may be added to the purchase price as required by applicable law and based on the Customer’s place of residence or tax jurisdiction.
Zyprr Inc. (d/b/a ZipperAgent) reserves the right to modify the pricing, functionality, and the number of permitted Users or Items for the Service from time to time. Any such changes to pricing shall become effective upon the commencement of the Customer’s next renewal term.
Payment shall be made automatically by charges to the Customer’s credit card or through another designated payment method, as specified on the Zyprr Inc. (d/b/a ZipperAgent) website or as otherwise instructed by Zyprr Inc. (d/b/a ZipperAgent) from time to time.
In the event of non-payment for any reason, or any violation of these Terms and Conditions, Zyprr Inc. (d/b/a ZipperAgent) may, without liability, immediately suspend or terminate the Customer’s access to the Service, suspend access to the applicable service plan, and terminate the Customer’s account.
If the Customer’s account is terminated, Zyprr Inc. (d/b/a ZipperAgent) reserves the right to charge a reconnection fee should the Customer request that access to the Service be restored. The Customer acknowledges and agrees that Zyprr Inc. (d/b/a ZipperAgent) has no obligation to retain any Uploaded Data and that such Uploaded Data may be permanently deleted if the Customer’s account remains delinquent for thirty (30) days or more.
3. RIGHT OF USE
Upon entering into this Agreement, the Customer or User is granted a non-exclusive, non-transferable, worldwide, limited right to use the Service solely for the Customer’s or User’s internal business purposes, subject to the terms of this Agreement. All rights not expressly granted to you are reserved by Zyprr Inc. (d/b/a ZipperAgent).
The right to use the Service is conditioned at all times upon compliance with the terms of this Agreement and, in the case of the Customer, the timely payment of all applicable fees for the Service. Any breach of this Agreement, or any failure or delay in payment, shall immediately terminate the Customer’s or User’s right to use the Service.
The Service may not be used in any manner that is unlawful, promotes unlawful activities, or is libelous, defamatory, malicious, harmful to any person or entity, discriminatory on the basis of race, sex, religion, nationality, disability, sexual orientation, or age, or otherwise objectionable or indecent.
You shall not:
(i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make the Service available to any third party;
(ii) modify or create derivative works based upon the Service;
(iii) create Internet links to the Service or frame or mirror any part of the Service on any other server or wireless or Internet-based device; or
(iv) reverse engineer or access the Service in order to:
(a) build a competing product or service;
(b) develop a product using ideas, features, functions, or graphics substantially similar to those of the Service; or
(c) copy any ideas, features, functions, or graphics of the Service.
You may use the Service solely for your internal business purposes and shall not:
(i) send spam or other 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 that is harmful to children or violates the privacy rights of third parties;
(iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
(iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein;
(v) attempt to gain unauthorized access to the Service or its related systems or networks; or
(vi) use the Service, including its content, Zyprr Inc. (d/b/a ZipperAgent)’s technology, intellectual property, trademarks, or service marks, for any commercial purpose (including customer solicitation, resale, or similar activities) without Zyprr Inc. (d/b/a ZipperAgent)’s prior written consent.
4. ACCESS
Access to the Service is available at https://www.zipperagent.com. Zyprr Inc. (d/b/a ZipperAgent) supports both desktop and mobile versions of the Service.Upon entering into this Agreement, Zyprr Inc. (d/b/a ZipperAgent) will provide the Customer or User with a username and password to access the Service.Access to the Service is available only to the Customer and its authorized Users, subject to compliance with these Terms and Conditions and, in the case of the Customer, the timely payment of all applicable fees under this Agreement.Usernames and passwords are personal, confidential, and must not be shared. They shall be considered Confidential Information under this Agreement.
The Customer or User is solely responsible for all acts and omissions of any person to whom the Customer or User grants access to the Service. The Customer or User agrees to indemnify and hold harmless Zyprr Inc. (d/b/a ZipperAgent) from and against any claims, losses, liabilities, damages, costs, or expenses arising out of or relating to such acts or omissions.
5. SERVICE LEVEL
Zyprr Inc. (d/b/a ZipperAgent) will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted. The Service is hosted by Zyprr Inc. (d/b/a ZipperAgent) on the infrastructure of a subcontractor or cloud service provider of its choice. All data stored as part of the Service may be backed up on a regular basis. If Customers with a paid service plan experience loss of data, Zyprr Inc. (d/b/a ZipperAgent) may use reasonable efforts to attempt to restore data from the most recent working backup; provided, however, Zyprr Inc. (d/b/a ZipperAgent) gives no warranties with respect to recovering or restoring any lost Customer data. The User or Customer is always encouraged to make its own backups of all data stored on the Service.
6. YOUR RESPONSIBILITIES
You are responsible for all activity occurring under your User or Customer account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. In addition, you shall be responsible for abiding by any and all internal policies, procedures and regulations, which are required, by your employer and/or the applicable administrators of your account. You shall: (i) notify Zyprr Inc. (d/b/a ZipperAgent) immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Zyprr Inc. (d/b/a ZipperAgent) immediately and use reasonable efforts to stop immediately any copying or distribution of content that is known or suspected by You or other users to violate this Agreement or the intellectual property rights of third parties; and (iii) not impersonate another Zyprr Inc. (d/b/a ZipperAgent) user or provide false identity information to gain access to or use the Service. By accessing the Service, You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct
7. DATA
Zyprr Inc. (d/b/a ZipperAgent) does not own any data, information or material that You or others submit to the Service in the course of using the Service (“Uploaded Data”). You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Uploaded Data that You submit. Zyprr Inc. (d/b/a ZipperAgent) shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Uploaded Data.
The Customer and/or User are fully liable for the legality of all Uploaded Data stored by the Customer and/or User on the Service. Furthermore the Customer and/or User is fully liable, if such Uploaded data is infringing upon third party rights, and accordingly agrees to indemnify Zyprr Inc. (d/b/a ZipperAgent) for all claims and losses related to such infringement and/or illegality.
If Zyprr Inc. (d/b/a ZipperAgent) on its own or through any third party has notice that Uploaded Data stored by the Customer and/or User is in violation of any law or infringes third party rights, Zyprr Inc. (d/b/a ZipperAgent) shall have the unfettered right to – without liability to the Customer or User – immediately suspend access to such data without prior notice to the User or Customer. The Customer and/or User may be notified by Zyprr Inc. (d/b/a ZipperAgent) of any such action under this Section, when reasonable and possible.
For paid accounts, the administrator shall have control over all applicable Uploaded Data submitted to the Service, and all Uploaded Data will be deemed to be owned by and the property of the applicable employer. Upon request by the applicable administrator, Zyprr Inc. (d/b/a ZipperAgent) may remove, modify, edit or otherwise alter any applicable Uploaded Data.
8. INTELLECTUAL PROPERTY RIGHTS
Zyprr Inc. (d/b/a ZipperAgent) alone (and its successor or assigns, or its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Zyprr Inc. (d/b/a ZipperAgent) technology, the content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. This Agreement is not a sale and does not convey to You any rights of ownership in or related to the Service, Zyprr Inc. (d/b/a ZipperAgent) technology, or intellectual property rights. The Zyprr Inc. (d/b/a ZipperAgent) name, the Zyprr Inc. (d/b/a ZipperAgent) logo, and the product names associated with the Service are trademarks of Zyprr Inc. (d/b/a ZipperAgent) or its affiliated companies, and no right or license is granted to use them. All copyrights and/or other intellectual property rights, title and interests in a) software on which the Service is based and made available to the Customer and/or User, b) source codes or other software components of the Service, c) content of the website www.zipperagent.com and the Service including text and graphics, excluding Uploaded Data, d) trademarks, names etc. are the sole property of Zyprr Inc. (d/b/a ZipperAgent) and its affiliated companies, and/or third parties having granted Zyprr Inc. (d/b/a ZipperAgent) license for its use, and the Customer and/or User shall gain no rights to said intellectual property rights other than the limited right of use as stipulated in this Agreement.
The Customer and/or User shall not reproduce or redistribute any software, content or trademarks, intellectual property in any form, except as allowed in this Agreement.
The Customer and/or User retain all intellectual property rights to Uploaded Data stored by such Customer and/or User on the Service.
9. MARKETING
Zyprr Inc. (d/b/a ZipperAgent) will not forward marketing materials from third parties to Users. Zyprr Inc. (d/b/a ZipperAgent) may, from time to time, send Users product updates and other information relevant to their use of the Service, as it deems appropriate.Data will be used solely in accordance with the Zyprr Inc. (d/b/a ZipperAgent) Privacy Policy, which is available at https://www.zipperagent.com/privacy-policy.
10. REPRESENTATIONS & WARRANTIES
You represent and warrant that you have the legal power and authority to enter into this Agreement.
ZYPRR INC. (D/B/A ZIPPERAGENT) WARRANTS THAT: (i) ANY SERVICES PROVIDED HEREUNDER WILL BE PERFORMED IN A PROFESSIONAL AND WORKMANLIKE MANNER; (ii) THE SERVICES WILL PERFORM SUBSTANTIALLY IN ACCORDANCE WITH THE APPLICABLE SERVICE DOCUMENTATION UNDER NORMAL USE AND OPERATING CONDITIONS; AND (iii) THE FUNCTIONALITY OF THE SERVICES WILL NOT BE MATERIALLY REDUCED DURING THE TERM.ZYPRR INC. (D/B/A ZIPPERAGENT)’S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY UNDER THIS WARRANTY, SHALL BE, AT THE SOLE DISCRETION OF ZYPRR INC. (D/B/A ZIPPERAGENT) AND SUBJECT TO APPLICABLE LAW, EITHER TO PROVIDE RESTORED SERVICE(S) THAT CONFORM TO THESE WARRANTIES OR TO TERMINATE THE SERVICE(S).
11. INDEMNIFICATION
You shall defend, indemnify, and hold harmless Zyprr Inc. (d/b/a ZipperAgent), its licensors, and each of their respective parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (i) any claim alleging that your use of the Service or any Uploaded Data infringes the rights of, or has caused harm to, a third party; (ii) any claim that, if true, would constitute a breach by you of the representations and warranties made under this Agreement; or (iii) any claim arising from a breach of this Agreement by you or any other User.
12. DISCLAIMER OF WARRANTIES
ZYPRR INC. (D/B/A ZIPPERAGENT) AND ITS LICENSORS MAKE NO REPRESENTATIONS, WARRANTIES, OR GUARANTIES AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT.
ZYPRR INC. (D/B/A ZIPPERAGENT) AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR THAT IT WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ANY ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE, OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.THE SERVICE AND ALL CONTENT ARE PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS.ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ZYPRR INC. (D/B/A ZIPPERAGENT) AND ITS LICENSORS.
ZYPRR INC. (D/B/A ZIPPERAGENT) IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGES RESULTING FROM LIMITATIONS, DELAYS, OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR ELECTRONIC COMMUNICATIONS.
13. LIMITATION OF LIABILITY
IN NO EVENT SHALL ZYPRR INC. (D/B/A ZIPPERAGENT) BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR OTHER DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER DIRECT OR INDIRECT, INCLUDING, WITHOUT LIMITATION: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF BUSINESS OPPORTUNITY; (iv) LOST PROFITS; OR (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, EVEN IF ZYPRR INC. (D/B/A ZIPPERAGENT) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZYPRR INC. (D/B/A ZIPPERAGENT)’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED FIFTY U.S. DOLLARS (US$50.00).SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
14. FORCE MAJEURE
Neither Party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a Party.
15. PERSONAL DATA
Zyprr Inc. (d/b/a ZipperAgent) shall maintain all data in accordance with is Privacy Policy, which may be found at https://www.zipperagent.com/privacy-policy.
16. TERM AND TERMINATION
Zyprr Inc. (d/b/a ZipperAgent) Paid Accounts are prepaid and non-refundable. ZYPRR INC. (D/B/A ZIPPERAGENT) DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS OF USE OF THE SERVICE.
You may cancel your Zyprr Inc. (d/b/a ZipperAgent) Paid Account at any time, and such cancellation will become effective immediately. If you wish to cancel your Paid Account, you may do so through your “Account” page or as otherwise instructed.If you elect to cancel your Paid Account, please note that you will not be entitled to a refund of any fees already charged or paid. It is your responsibility to keep your contact and payment information current. You expressly authorize Zyprr Inc. (d/b/a ZipperAgent) to continue billing the credit card on file for as long as you continue to use the Service. If your credit card is declined, expires, or otherwise becomes invalid for payment, you remain responsible for any outstanding amounts due.
This Agreement shall commence on the date the Services are first made available and shall remain in effect for the initial contract term specified on the Zyprr Inc. (d/b/a ZipperAgent) website or as otherwise agreed to in writing by the Parties (the “Initial Term”). Any exception to the Initial Term must be approved in writing by Zyprr Inc. (d/b/a ZipperAgent).
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive renewal terms of the same duration as the Initial Term at the then-current applicable fees, unless the Customer terminates the Services through the Zyprr Inc. (d/b/a ZipperAgent) website, or Zyprr Inc. (d/b/a ZipperAgent) terminates this Agreement for any reason permitted under this Agreement.
If either Party materially breaches this Agreement, the non-breaching Party may terminate this Agreement for cause by providing the breaching Party with no less than ten (10) days’ prior written notice, provided that the breach is not cured to the satisfaction of the non-breaching Party within such notice period.If the Customer is a non-profit organization, as determined by Zyprr Inc. (d/b/a ZipperAgent) in its sole discretion, Zyprr Inc. (d/b/a ZipperAgent) may terminate this Agreement at any time if it determines that the Customer is no longer eligible for non-profit status or fails to provide sufficient documentation demonstrating such eligibility, as reasonably requested by Zyprr Inc. (d/b/a ZipperAgent).In addition, Zyprr Inc. (d/b/a ZipperAgent) may terminate this Agreement at any time, at its sole discretion, by providing the Customer with thirty (30) days’ prior written notice.
For the avoidance of doubt, any termination by either of the parties or the expiry of the term of this Agreement shall only have effect for the future, and shall have no retroactive effects. Notwithstanding the above, the rights and obligations in Sections 2, 3, 8, 10-13 and 16 shall stay in full force and effect after said expiry or termination of this Agreement.
You acknowledge and agree that Zyprr Inc. (d/b/a ZipperAgent) has no obligation to retain any Uploaded Data and may delete such Uploaded Data without prior notice: (i) if you have materially breached this Agreement, including, without limitation, by failing to pay outstanding fees, and such breach is not cured within ten (10) days after written notice of the breach; or (ii) upon termination of this Agreement for any reason.If the Customer and/or User requests Zyprr Inc. (d/b/a ZipperAgent) to assist in restoring deleted Uploaded Data, and such recovery is possible, Zyprr Inc. (d/b/a ZipperAgent) may charge the Customer and/or User for such services at Zyprr Inc. (d/b/a ZipperAgent)’s then-current standard rates.
17. NOTICE
Zyprr Inc. (d/b/a ZipperAgent) may provide notice by posting a general notice on the Service, by sending an email to the email address associated with your account, or by sending written communication via first-class mail or prepaid post to the mailing address associated with your account.Any such notice shall be deemed to have been given: (i) forty-eight (48) hours after mailing or posting, if sent by first-class mail or prepaid post; or (ii) twelve (12) hours after transmission, if sent by email.
18. MODIFICATION TO TERMS
Zyprr Inc. (d/b/a ZipperAgent) reserves the right to modify this Agreement or any of its policies relating to the Service at any time. Any such modifications shall become effective upon the posting of an updated version of this Agreement on the Zyprr Inc. (d/b/a ZipperAgent) website at https://www.zipperagent.com/terms-conditions/.You are responsible for reviewing this Agreement periodically to stay informed of any changes. Your continued use of the Service following the posting of any modifications constitutes your acceptance of, and agreement to be bound by, the revised Agreement.
19. ASSIGNMENT
You may not assign or transfer this Agreement, in whole or in part, without the prior written consent of Zyprr Inc. (d/b/a ZipperAgent). However, Zyprr Inc. (d/b/a ZipperAgent) may assign this Agreement, without your consent, to: (i) any parent company or subsidiary; (ii) any acquirer of all or substantially all of its assets; or (iii) any successor resulting from a merger, consolidation, or similar corporate transaction.Any attempted assignment in violation of this Section shall be null and void.
20. CONFIDENTIALITY
Unless expressly authorized in writing by the other Party, neither Party shall disclose to any third party any Confidential Information of the other Party, nor use such Confidential Information in any manner other than to perform its obligations under this Agreement. Confidential Information means any non-public information and/or materials provided by a Party under this Agreement to the other Party and reasonably understood to be confidential, but shall not include Uploaded Data.
The foregoing restrictions shall not apply to any information that: (i) becomes publicly available through no fault of the receiving Party; (ii) was lawfully in the receiving Party’s possession prior to disclosure and is not subject to any confidentiality obligation owed to the disclosing Party; (iii) is lawfully received by the receiving Party from a third party with the legal right to disclose such information; or (iv) must be disclosed by the receiving Party pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided that the receiving Party gives the disclosing Party prompt written notice of such order or subpoena, to the extent legally permitted.Furthermore, the Customer and the User shall keep confidential all passwords and other access credentials related to the Services.The Customer and the User acknowledge that Zyprr Inc. (d/b/a ZipperAgent) and its licensors retain all right, title, and interest, including all intellectual property rights, in and to their Confidential Information and other proprietary information. Such Confidential Information includes, without limitation, the products, services, ideas, concepts, techniques, inventions, processes, software, and works of authorship developed, embodied in, or used in connection with the Services provided by Zyprr Inc. (d/b/a ZipperAgent) under this Agreement.
21. ZYPRR INC. (D/B/A ZIPPERAGENT) ONLINE CONTRACTING ENTITY
Zyprr Inc. (d/b/a ZipperAgent) is the contracting entity under this Agreement.
All notices relating to this Agreement must be sent to:
Zyprr Inc. (d/b/a ZipperAgent)
1500 District Avenue
Burlington, Massachusetts 01803
Website: https://www.zipperagent.com/contact-us/
Email: info@zyprr.com
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the applicable federal laws of the United States, without regard to its conflict of laws principles. The Parties agree that any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Massachusetts, unless otherwise required by applicable law.
