| e54d65669e0e289e… | Section 11.1 establishes the customer’s exclusive remedy and Zeroth’s exclusive liability for third-party intellectual property infringement or misappropriation claims under the agreement. | active | contextual | yes | |
| 4c4457cc0ced9b92… | 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 share of prepaid fees allocable to the post-termination period. | active | contextual | yes | |
| 98dfd40b22145b87… | If a third-party claim under subsection 11.1(b) arises, Zeroth may choose to modify or replace the Production Solution, obtain necessary third-party rights, or substitute a materially equivalent non-infringing alternative so that the infringement issue can be resolved without obligating Zeroth to use any specific remedy. | active | contextual | yes | |
| a33ab265d9087cc2… | Section 11.1 provides Customer’s sole and exclusive remedy, and Zeroth’s sole and exclusive liability, for third-party intellectual property infringement or misappropriation claims, so that no other contractual remedy or liability applies to those issues. | active | contextual | yes | |
| 3c47299ced7657b7… | To resolve a third-party claim under Section 11.1(b), Zeroth may replace the Production Solution with a materially equal non-infringing alternative matching capabilities, capacity, performance, and ease of use, so that Customer receives a comparable substitute solution. | active | contextual | yes | |
| d7e84a5c1f7f3c1f… | To resolve a third-party claim under Section 11.1(b), Zeroth may procure from a third party any rights necessary to provide the Production Solution, so that continued provision of the solution can occur without infringement. | active | contextual | yes | |
| 484a6bebd967b226… | To resolve a third-party claim under Section 11.1(b), Zeroth may modify or replace the Production Solution to make it non-infringing, so that the infringement issue can be addressed while preserving service availability. | active | contextual | yes | |
| 0613fa34396f33bc… | The indemnity for infringement claims under Section 11.1(b) excludes claims arising from the nature, origin, or content of Customer Property that violates applicable law or the agreement terms, so that unlawful or noncompliant customer-provided content remains Customer’s responsibility. | active | contextual | yes | |
| a3ecce1100e0405a… | The indemnity for infringement claims under Section 11.1(b) excludes claims arising from Customer’s use of Zeroth Technology in violation of laws or regulations applicable to Customer, so that unlawful customer use does not trigger Zeroth’s IP indemnity. | active | contextual | yes | |
| 9aec3788e47022f7… | The indemnity for infringement claims under Section 11.1(b) excludes claims arising from Customer’s use of Zeroth Technology with apparatus, hardware, software, or services not provided or authorized by Zeroth, so that Zeroth is not responsible for third-party combinations it did not approve. | active | contextual | yes | |
| 18e9ab0bd9d8add7… | The indemnity for infringement claims under Section 11.1(b) excludes claims arising directly or indirectly from Customer’s unauthorized alteration of Zeroth Technology, so that Zeroth is not liable for infringement caused by unapproved customer modifications. | active | contextual | yes | |
| 87bf1ee960b1c439… | Zeroth must pay all Losses incurred by and damages against the Customer Indemnified Parties in connection with a Customer Claim, but it is not responsible for any compromise or settlement made without Zeroth’s express prior written consent. | active | contextual | yes | |
| 86ac90116a017aa7… | Zeroth must indemnify Customer Indemnified Parties against third-party claims alleging that Zeroth Technology or Customer’s use of it infringes U.S. patent, copyright, or trademark rights, or misappropriates a third party’s trade secret, so that covered intellectual property claims are allocated to Zeroth. | active | contextual | yes | |
| 38bcc434a7090c66… | Zeroth must defend, indemnify, and hold harmless the Customer Indemnified Parties from Losses arising from third-party claims alleging Zeroth’s gross negligence or willful misconduct so that Customer is protected against those specified wrongful acts by Zeroth. | active | contextual | yes | |
| 94a05c98435338f9… | Customer assumes sole risk and liability for harm, loss, damage, or liability resulting from Customer Operations and must indemnify and hold Zeroth harmless from related claims so that Customer bears responsibility for such operational events. | active | contextual | yes | |
| d9bd48d11b995572… | Zeroth and Zeroth personnel are not responsible or liable for claims, losses, harms, damages, or liabilities resulting from Customer Operations, so that operational risks arising from Customer’s activities remain outside Zeroth’s liability. | active | contextual | yes | |
| a075b2661a0c3a02… | The Production Solution does not and cannot identify every potential risk or prevent all events that could lead to death, personal injury, property damage, environmental damage, or other harm, so that Customer is on notice of the solution’s safety and risk-detection limitations. | active | contextual | yes | |
| 467081e95d8cf391… | The Production Solution is designed solely to support Customer’s internal processes, defined as Customer Operations, so that its intended use is limited to internal operational support rather than broader safety or risk-prevention functions. | active | contextual | yes | |
| 3ecbf985f561cc36… | Except for the limited warranties expressly provided in Sections 10.1 through 10.3, neither party provides any other warranty, and each party disclaims all express, implied, and statutory warranties so that no additional warranty obligations are assumed beyond those stated sections. | active | contextual | yes | |
| c3ca27dea3443621… | Section 11.1 provides Customer’s sole and exclusive remedy and Zeroth’s sole and exclusive liability for third-party intellectual property infringement or misappropriation, so that no other contractual remedy or liability applies to those claims. | active | contextual | yes | |
| 296e3c0e37fe6ed9… | If none of the listed infringement remedies is available to Zeroth on commercially reasonable terms, Zeroth may terminate the agreement and must refund Customer a prorated portion of prepaid fees allocable to the post-termination period, so that Customer receives reimbursement for unused prepaid service. | active | contextual | yes | |
| f0a3c2712c1b1ae6… | To resolve a Third-Party Claim relating to Section 11.1(b), Zeroth may replace 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 substantially equivalent substitute. | active | contextual | yes | |
| 1efe9ce56cf71510… | To resolve a Third-Party Claim relating to Section 11.1(b), Zeroth may procure from a third party any rights necessary to provide the Production Solution, so that continued provision can occur without infringement. | active | contextual | yes | |
| b1459db21a55820c… | To resolve a Third-Party Claim relating to Section 11.1(b), Zeroth may modify or replace the Production Solution to make it non-infringing, so that an infringement issue can be cured without ending service. | active | contextual | yes | |
| f4377669d878fb95… | Zeroth’s indemnity for infringement claims under Section 11.1(b) excludes claims arising directly or indirectly from the nature, origin, or content of Customer Property that violates applicable law or the agreement, so that unlawful or noncompliant Customer Property remains Customer’s responsibility. | active | contextual | yes | |
| 72cb9be5de34f027… | Zeroth’s indemnity for infringement claims under Section 11.1(b) excludes claims arising directly or indirectly from Customer’s use of Zeroth Technology in violation of any law or regulation applicable to Customer, so that unlawful use does not create indemnity obligations for Zeroth. | active | contextual | yes | |
| a197765b4f5bf0fc… | Zeroth’s indemnity for infringement claims under Section 11.1(b) excludes claims arising directly or indirectly from Customer’s use of Zeroth Technology with apparatus, hardware, software, or services not provided or authorized by Zeroth, so that unauthorized combinations are outside indemnity coverage. | active | contextual | yes | |
| 6eb6508230283d58… | Zeroth’s indemnity for infringement claims under Section 11.1(b) excludes claims arising directly or indirectly from Customer’s unauthorized alteration of Zeroth Technology, so that Customer-caused modifications do not trigger Zeroth’s IP indemnity. | active | contextual | yes | |
| 44d2d8b00b5c056f… | Zeroth must pay all Losses incurred by and damages against the Customer Indemnified Parties in connection with a Customer Claim, but it is not responsible for any compromise or settlement made without its express prior written consent, so that Zeroth controls unauthorized settlements. | active | contextual | yes | |
| 1320d7a26a469150… | A Customer Claim is defined as a third-party claim alleging that Zeroth Technology or Customer’s use of it infringes a U.S. patent, copyright, or trademark, or misappropriates a third party’s trade secret, so that IP-related indemnity claims are specifically categorized. | active | contextual | yes | |
| 27c8723f7060989e… | Zeroth must defend, indemnify, and hold harmless the Customer Indemnified Parties from Losses arising from Third-Party Claims alleging Zeroth’s gross negligence or willful misconduct so that Customer is protected against those forms of wrongful conduct by Zeroth. | active | contextual | yes | |
| a9160c0834a1f7de… | Third-Party Claims is defined as third-party claims that form the basis for indemnification, so that the agreement limits indemnity obligations to claims asserted by non-parties. | active | contextual | yes | |
| 4f4a84b9f4613eab… | Losses is defined as claims, losses, damages, suits, fees, judgments, compromises or settlements, costs, and expenses, so that the agreement identifies the categories of recoverable indemnified harm. | active | contextual | yes | |
| c4f51fd5f3f09839… | Customer Indemnified Parties is defined as Customer, its Affiliates, and their respective directors, officers, employees, representatives, and agents, so that the agreement specifies who receives indemnification protection from Zeroth. | active | contextual | yes | |
| ca61c76e5c447260… | Customer assumes sole risk and liability for any harm, loss, damage, or liability resulting from Customer Operations and must indemnify and hold Zeroth harmless from related claims so that Customer bears full responsibility for such events. | active | contextual | yes | |
| 557a64803d69963c… | Zeroth and Zeroth personnel are not responsible or liable for any claim, loss, harm, damage, or liability resulting from Customer Operations, so that operational harms arising from Customer’s internal processes remain outside Zeroth’s liability. | active | contextual | yes | |
| 8746743b9e2621b5… | The Production Solution does not and cannot identify every potential risk or prevent all events that could lead to death, personal injury, property damage, environmental damage, or other harm, so that Customer acknowledges the system’s safety and risk-detection limitations. | active | contextual | yes | |
| e7a71c209d83e158… | Customer Operations is defined as Customer’s internal processes that the Production Solution is designed solely to support, so that the agreement limits the intended use context of the Production Solution. | active | contextual | yes | |
| 874d58d6f6680d1c… | Except for the limited warranties expressly provided in Sections 10.1 through 10.3, neither party makes any other warranties and each party disclaims all express, implied, and statutory warranties so that no additional warranty obligations are recognized under the agreement. | active | contextual | yes | |
| 0a7ef92d7d9ef1ab… | 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. | active | contextual | yes | |
| 9b33a0944e8cf46a… | If none of the listed infringement remedies is available to Zeroth on commercially reasonable terms, Zeroth may terminate the agreement and must refund Customer a prorated portion of prepaid fees allocable to the post-termination period. | active | contextual | yes | |
| 100a58d1a2548347… | To resolve a third-party infringement claim under subsection 11.1(b), Zeroth may replace the Production Solution with a non-infringing alternative that is materially equal in capabilities, capacity, performance, and ease of use. | active | contextual | yes | |
| 6ca553c1cdaf77d6… | To resolve a third-party infringement claim under subsection 11.1(b), Zeroth may procure from a third party any rights necessary to provide the Production Solution, but Zeroth is not obligated to do so. | active | contextual | yes | |
| 49cc79027905c3ca… | To resolve a third-party infringement claim under subsection 11.1(b), Zeroth may modify or replace the Production Solution to make it non-infringing, but Zeroth is not obligated to do so. | active | contextual | yes | |
| 2a91398be198d287… | Zeroth’s indemnity for infringement claims does not apply to the extent the claims arise directly or indirectly from Customer Property whose nature, origin, or content violates applicable law or the agreement terms. | active | contextual | yes | |
| 7c3ec88e1a39dd99… | Zeroth’s indemnity for infringement claims does not apply to the extent the claims arise directly or indirectly from Customer’s use of Zeroth Technology in violation of applicable law or regulation of a governmental or self-regulatory authority. | active | contextual | yes | |
| 0d9bc18f76f4ecc6… | Zeroth’s indemnity for infringement claims does not apply to the extent the claims arise directly or indirectly from Customer’s use of Zeroth Technology with apparatus, hardware, software, or services not provided or authorized by Zeroth. | active | contextual | yes | |
| c5fa9c58ddd694cf… | Zeroth’s indemnity for infringement claims does not apply to the extent the claims arise directly or indirectly from Customer’s unauthorized alteration of Zeroth Technology. | active | contextual | yes | |
| 94a6b84f6538a8c7… | Zeroth will pay all Losses incurred by and damages against Customer Indemnified Parties in connection with a Customer Claim, but Zeroth is not responsible for any compromise or settlement made without its express prior written consent. | active | contextual | yes | |
| fb86fbf63d971f1e… | Third-Party Claims are defined as claims, losses, damages, suits, fees, judgments, compromises, settlements, costs, and expenses to the extent based upon or arising from a third-party claim. | active | contextual | yes | |