| aece9399445adef8… | Without prior consent, Customer must not export or transmit any part of the Services or Confidential Information to any restricted entity or country. | active | contextual | yes | |
| d9c5a0e046088734… | The required export-law compliance includes regulations from the U.S. Department of Commerce, State, and the Enhanced Proliferation Control Initiative. | active | contextual | yes | |
| 4e0c0ef2a601e660… | Both parties must comply with all laws and regulations related to imports, exports, and software usage. | active | contextual | yes | |
| 88ccda229809f100… | The insurance section does not waive, restrict, or limit either party’s liability under the agreement. | active | contextual | yes | |
| e3f8fce941f2b4d6… | Upon Customer’s written request, Zeroth must provide Customer with copies of its most recent certificates of insurance. | active | contextual | yes | |
| 52a753e68dd1468e… | All insurance policies required under this section must be issued by insurance companies with a Best’s rating of at least A-VII. | active | contextual | yes | |
| d45496c5fd1e20f8… | Zeroth must maintain industry standard insurance coverage throughout the Term in amounts appropriate to the nature of its business. | active | contextual | yes | |
| 14d8c9dbea7f2806… | The non-solicitation restriction applies to Zeroth Personnel who are currently employed or engaged, or who were employed or engaged within the prior twelve months, by Zeroth or any subcontractor and who were involved in any respect with the Services or performance of the agreement. | active | contextual | yes | |
| 8e5bf7ae9bf7d790… | During the Term, unless Zeroth gives prior written authorization, Customer must not directly or indirectly recruit or solicit Zeroth Personnel for employment or independent contractor engagement, except through general advertisements not specifically directed to any person. | active | contextual | yes | |
| 7e4ca3045fbb015b… | Except for specified carve-outs, each party’s aggregate liability arising out of or related to the agreement is capped at the total fees paid or owed by Customer under the agreement during the twelve months immediately preceding the event giving rise to the claim. | active | contextual | yes | |
| 49ca7ee7ae678965… | Neither party is liable for matters beyond that party’s reasonable control under the agreement, regardless of how caused, the theory of liability, or whether the party was advised that such damages were possible. | active | contextual | yes | |
| 27d0665cf269e950… | To the fullest extent allowed by applicable law, neither party is liable to the other party or any other person for incidental, consequential, cover, special, or other indirect damages, including lost profits, lost revenues, business interruption, loss of data, loss of goodwill, work stoppage, or accuracy of results, regardless of cause or liability theory. | active | contextual | yes | |
| 1f70626a2a6cab07… | An indemnified party’s failure to provide a Claim Notice under Section 11.3 does not eliminate the indemnifying party’s underlying liability, except that the indemnifying party is not liable for Losses directly caused by a delayed notice when the delay materially prejudices the defense of the related Third-Party Claim. | active | contextual | yes | |
| 3ed6297b31142d8b… | Neither party is liable for any matter beyond that party’s reasonable control, regardless of cause, liability theory, or whether the possibility of damages was disclosed, so that uncontrollable events are excluded from contractual liability. | active | contextual | yes | |
| 1b3a9a7bf8a495c3… | To the fullest extent allowed by applicable law, neither party is liable to the other party or any other person for incidental, consequential, cover, special, or other indirect damages, including lost profits, lost revenues, business interruption, loss of data, loss of goodwill, work stoppage, or accuracy-of-results damages, regardless of cause or liability theory. | active | contextual | yes | |
| c18c9f443dc3db71… | An indemnified party’s failure to provide a Claim Notice does not relieve the indemnifying party of liability, except that the indemnifying party is not liable for Losses directly resulting from delayed notice when the delay materially prejudices the defense of the related Third-Party Claim. | active | contextual | yes | |
| 7cd159ba55b8176f… | The indemnified party must promptly furnish the indemnifying party with copies of all papers and official documents received regarding any Losses, so that the indemnifying party has the documentation needed to manage the defense or indemnity response. | active | contextual | yes | |
| acbc2e70256a6c00… | Each Claim Notice must include a description of the Third-Party Claim and the nature and amount of related Losses to the extent known at the time, so that the indemnifying party receives sufficient detail to assess the indemnification request. | active | contextual | yes | |
| edee44830ea22584… | The indemnified party must give the indemnifying party prompt written notice, called a Claim Notice, of any Losses or discovered facts that will support a request for indemnification under Section 11.1 or 11.2, so that the indemnifying party is timely informed of the claim basis. | active | contextual | yes | |
| 600840f3990dec22… | Customer must indemnify and hold the Zeroth Indemnified Parties harmless from Losses attributable to a Zeroth Claim or to settlement costs and damages agreed for that claim, so that Zeroth and related parties are protected from covered third-party liabilities. | active | contextual | yes | |
| e1cecca914901892… | A third-party claim against Zeroth qualifies as a Zeroth Claim when it is based on Customer Data or on Customer’s or its Users’ use of Zeroth Technology in violation of the Agreement, so that the indemnification obligations in Section 11.2 apply. | active | contextual | yes | |
| ebfa0042d26ba5dd… | Customer must defend any third-party claim, suit, or action brought against Zeroth Indemnified Parties to the extent the matter is based on Customer Data or Customer’s or its Users’ use of Zeroth Technology in violation of the Agreement, so that Zeroth receives contractual indemnity protection. | active | contextual | yes | |
| 846374a80dbc4a6a… | Section 11.1 provides Customer’s sole and exclusive remedy and Zeroth’s sole and exclusive liability for infringement or misappropriation of any third party’s intellectual property rights, so that all such disputes are limited to the remedies stated in that section. | active | contextual | yes | |
| 9292074d20ba6038… | Zeroth may terminate the Agreement and must refund Customer a prorated portion of prepaid Fees allocable to the post-termination period when none of the listed infringement remedies is available on commercially reasonable terms, so that Customer is reimbursed for unused prepaid services. | active | contextual | yes | |
| 57f85f32cdfd45e0… | Zeroth may resolve a third-party claim under subsection 11.1(b) by replacing the Production Solution with a non-infringing alternative that is materially equal in capabilities, capacity, performance, and ease of use, so that Customer receives a functionally comparable substitute. | active | contextual | yes | |
| d0994576a1f1a401… | Zeroth may resolve a third-party claim under subsection 11.1(b) by procuring from a third party any rights necessary to provide the Production Solution when infringement issues arise, so that Zeroth can continue lawful provision of the solution. | active | contextual | yes | |
| a093f698f8433eac… | Zeroth may resolve a third-party claim under subsection 11.1(b) by modifying or replacing the Production Solution to make it non-infringing when such a claim relates to alleged infringement, so that the solution can continue to be provided without infringing third-party rights. | active | contextual | yes | |
| c65cef778f7d8633… | To the fullest extent allowed by applicable law, neither party is liable for any matter beyond that party’s reasonable control regardless of cause, theory of liability, or whether the party was advised such damages were possible. | active | contextual | yes | |
| 256bd12760d00c1e… | To the fullest extent allowed by applicable law, neither party is liable to the other party or any other person for incidental, consequential, cover, special, or other indirect damages, including lost profits, lost revenues, business interruption, loss of data, loss of goodwill, work stoppage, or accuracy of results. | active | contextual | yes | |
| 7672c887d3294caa… | An indemnified party’s failure to provide a Claim Notice does not eliminate the indemnifying party’s liability, except that the indemnifying party is not liable for losses directly resulting from delayed notice that materially prejudices the defense of the related third-party claim. | active | contextual | yes | |
| 8644207a46e2b1e9… | The indemnified party must promptly furnish the indemnifying party with copies of all papers and official documents received regarding any losses so that the indemnifying party can address the claim. | active | contextual | yes | |
| a548c8ec776ba635… | Each Claim Notice must include a description of the third-party claim and the nature and amount of related losses to the extent those losses are known at the time of notice. | active | contextual | yes | |
| a92d4839fc0d641f… | A Claim Notice is defined as the prompt written notice that the indemnified party must give the indemnifying party regarding losses or discovered facts supporting a request for indemnification under Section 11.1 or 11.2. | active | contextual | yes | |
| 463d063bb4d09084… | Customer must defend Zeroth Indemnified Parties against any Zeroth Claim and must indemnify and hold them harmless against losses attributable to the claim or settlement costs and damages agreed in settlement. | active | contextual | yes | |
| 930190bad7998558… | A Zeroth Claim is defined as a third-party claim, suit, or action against the Zeroth Indemnified Parties to the extent it is based on Customer Data or on Customer’s or its users’ use of Zeroth Technology in violation of the agreement. | active | contextual | yes | |
| 6986e210538ab951… | A Zeroth Indemnified Party is defined collectively as Zeroth, its affiliates, and their respective directors, officers, employees, representatives, and agents for purposes of claims against Zeroth. | active | contextual | yes | |
| ca31634793609094… | Section 11.1 provides the customer’s sole and exclusive remedy and Zeroth’s sole and exclusive liability for infringement or misappropriation of any third party’s intellectual property rights. | active | contextual | yes | |
| 9e65df67fe5d41ea… | If Zeroth cannot obtain any of the listed infringement remedies on commercially reasonable terms, Zeroth may terminate the agreement and must refund the customer a prorated portion of prepaid fees allocable to the post-termination period. | active | contextual | yes | |
| ee271c3bf888f882… | Zeroth may resolve a third-party claim under subsection 11.1(b) by replacing the Production Solution with a non-infringing alternative that is materially equal in capabilities, capacity, performance, and ease of use so that customer receives a functionally comparable solution. | active | contextual | yes | |
| d2732ff37288d13b… | Zeroth may resolve a third-party claim under subsection 11.1(b) by procuring from a third party any rights necessary to provide the Production Solution so that continued provision is legally authorized. | active | contextual | yes | |
| a0ae4b8a14dbef86… | Zeroth may resolve a third-party claim under subsection 11.1(b) by modifying or replacing the Production Solution to make it non-infringing so that the solution can continue to be provided without violating third-party intellectual property rights. | active | contextual | yes | |
| 0913304527b27acb… | Neither party is liable for matters beyond that party’s reasonable control under the limitation of liability provision. | active | contextual | yes | |
| b67a0781dca05ca0… | The exclusion of liability for listed damages applies regardless of how the damages were caused, the theory of liability asserted, and whether a party had been advised that such damages were possible. | active | contextual | yes | |
| e32f8ebc65b20b07… | To the fullest extent permitted by applicable law, neither party is liable to the other party or any other person for incidental, consequential, cover, special, or other indirect damages, including lost profits, lost revenues, business interruption, data loss, goodwill loss, work stoppage, or inaccuracy of results. | active | contextual | yes | |
| df662b33279cdb48… | Failure by the indemnified party to provide a Claim Notice does not eliminate the indemnifying party’s liability, except that the indemnifying party is not liable for losses directly caused by delayed notice that materially prejudices the defense of the related third-party claim. | active | contextual | yes | |
| 8a63576713dbf9de… | The indemnified party must promptly provide the indemnifying party with copies of all papers and official documents received regarding any losses covered by the indemnification process. | active | contextual | yes | |
| 3025af5738013e0a… | Each Claim Notice must describe the third-party claim and state the nature and amount of related losses to the extent those loss details are known when the notice is given. | active | contextual | yes | |
| 06bd376725406543… | For indemnification under Sections 11.1 or 11.2, the indemnified party must provide the indemnifying party prompt written notice called a Claim Notice when losses arise or facts are discovered that support an indemnification request. | active | contextual | yes | |
| 006b19e8a7b11ce7… | Customer must indemnify and hold the Zeroth Indemnified Parties harmless against losses attributable to a Zeroth Claim, including settlement costs and damages agreed in settlement of that claim. | active | contextual | yes | |
| 3a39af6e84849b55… | Customer must defend Zeroth, its affiliates, and specified related persons against third-party claims based on customer data or customer and user use of Zeroth technology in violation of the agreement, and such claims are defined as Zeroth Claims. | active | contextual | yes | |