| 81024a2c9b510bc6… | Customer must reimburse Zeroth for reasonable travel, lodging, meal, and other costs incurred in performing Professional Services, and those reimbursable amounts are defined as Expenses so that service delivery costs are recoverable. | active | contextual | yes | |
| ffa13fbe76d7599a… | Professional Services performed outside the scope of an applicable Statement of Work are billed at Zeroth’s then-current hourly rates so that out-of-scope work is compensated separately. | active | contextual | yes | |
| 9392e71b3b75ad2f… | Service Fees are due within thirty days after Zeroth issues the relevant invoice unless the applicable Statement of Work provides a different payment rule so that invoice timing defaults to net 30. | active | contextual | yes | |
| 88e5656d2c2e11c8… | Customer must pay the Service Fees specified in the applicable Statement of Work for Professional Services so that professional services charges are governed by the relevant SOW. | active | contextual | yes | |
| 3739ace24eda8fea… | Zeroth may increase Fees for a renewal Software Term, but the increase cannot take effect until the current Software Term ends so that fee changes do not apply mid-term. | active | contextual | yes | |
| 4576d33f5cfbe8f5… | Unless the Software Order states otherwise, renewal Software Term fees and any Overages are due within thirty days after Zeroth issues the corresponding invoice so that post-invoice payment timing is standardized. | active | contextual | yes | |
| 27d4639209c41efe… | Unless the Software Order states otherwise, Software Fees for the initial Software Term are due at the beginning of that initial term so that upfront payment is the default timing rule. | active | contextual | yes | |
| 3463a4cbff580f09… | When Customer increases usage limits during a Software Term, the additional Software Fees are prorated through the end of the current Software Term so that expanded usage is charged proportionally. | active | contextual | yes | |
| 3010824d70a0915d… | If Customer exceeds usage limits for the Production Solution, Zeroth will invoice Customer for the excess usage as an Overage so that over-consumption is separately billed. | active | contextual | yes | |
| 26d355a034bbaffc… | Each Software Order is non-cancellable and amounts already paid are non-refundable unless the agreement expressly provides otherwise so that software commitments remain financially binding. | active | contextual | yes | |
| 4723c58cb675cde5… | Customer must pay the Software Fees stated in the applicable Software Order so that payment obligations for licensed software are governed by the order document. | active | contextual | yes | |
| d1a72af1a21a54fe… | All information and reports generated in the verification process are Confidential Information and may be used only to verify compliance with the agreement so that audit materials remain protected and purpose-limited. | active | contextual | yes | |
| c3fb1b9e308b6a5c… | The party conducting an audit must bear all expenses for that audit so that audit costs are allocated to the initiating party. | active | contextual | yes | |
| 1ca6b737ff3f828a… | Audits may occur more frequently when applicable regulators require them so that the agreement accommodates regulatory audit frequency requirements. | active | contextual | yes | |
| 8bfc559bc70fabe5… | If a verification or self-audit reveals unlicensed use, Customer must purchase enough licenses to cover the full period of that unlicensed use so that all prior usage becomes properly licensed. | active | contextual | yes | |
| 57c860ea46d55cf6… | Customer must promptly provide information and documents reasonably requested by Zeroth or its auditor regarding verification and access to systems running the Production Solution so that the audit or self-audit can be completed. | active | contextual | yes | |
| 917a371c7c084bdf… | Zeroth may conduct a compliance audit or require Customer to complete a self-audit to verify Customer’s obligations under the agreement so that compliance with licensing and related obligations can be confirmed. | active | contextual | yes | |
| 18e5ef5fd977ef17… | Except where the Agreement provides otherwise, each Software Order is non-cancellable and all sums paid are non-refundable so that Software Fee commitments remain final once made. | active | contextual | yes | |
| b71e5583cc890782… | Customer must pay Zeroth the fees specified in the applicable Software Order, and those fees are defined as Software Fees for purposes of the Agreement. | active | contextual | yes | |
| 6124b14089a0b7f4… | The party conducting an audit must bear the expenses for that audit so that audit costs are allocated to the conducting party. | active | contextual | yes | |
| 69fa699339b3ac8f… | Audits may be conducted more frequently when applicable regulators require increased audit frequency so that regulatory obligations can be met. | active | contextual | yes | |
| 05bad51e11633ea2… | If a verification or self-audit reveals unlicensed use, Customer must order enough licenses to cover the period of that unlicensed use so that licensing is brought into compliance retroactively. | active | contextual | yes | |
| e1d9013f9dc8bff5… | During verification, Customer must promptly provide information, documents, and access to systems running the Production Solution when Zeroth or the auditor reasonably requests them so that compliance can be assessed. | active | contextual | yes | |
| 867f545c17570a78… | Customer must keep records relating to its own and its Users’ use and distribution of the Production Solution for at least two years after termination of the Agreement or the applicable Order, whichever occurs later. | active | contextual | yes | |
| 9366dd6e0c4f5c76… | Unless an Order states otherwise, Customer is solely responsible at its own expense for paying any third-party fees required to access the Integrations and for maintaining the security of the required access resources. | active | contextual | yes | |
| b619c4a6dd6a49c1… | Unless an Order states otherwise, Customer is solely responsible at its own expense for acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, software, and other equipment needed for Users to connect to and access the Production Solution. | active | contextual | yes | |
| dc842383767b8bbe… | Zeroth has no responsibility, obligation, or liability for deficiencies or delays in performance that are based on, result from, or are contributed to by Customer’s failure to comply with Section 3.4. | active | contextual | yes | |
| 2684cbbc98b0d02b… | Zeroth’s ability to successfully perform the Services in a timely manner depends on receiving necessary Customer Data and reasonably requested information, resources, and assistance from Customer. | active | contextual | yes | |
| 9ff7aa285e7c359c… | Customer must provide Zeroth with resources, information, and assistance that Zeroth reasonably requires in connection with performing the Services so that Zeroth can carry out service performance. | active | contextual | yes | |
| cee17a62cfbc86c0… | Customer must supply Zeroth with the Customer Data necessary for Zeroth to provide the Services so that Zeroth has the required inputs to perform its obligations. | active | contextual | yes | |
| 52b31c979ffac28e… | Zeroth’s suspension right under Section 3.3 does not limit any other right or remedy available under the Agreement or applicable law, and suspension does not relieve Customer of its payment obligations. | active | contextual | yes | |
| ca5b14006f01d41d… | Before suspending Services for a Section 3.3 violation or threat, Zeroth will use commercially reasonable efforts under the circumstances to provide Customer notice and an opportunity to remedy the issue so that suspension may be avoided when feasible. | active | contextual | yes | |
| c692d4b16834ae4e… | Customer must promptly notify Zeroth of any violation of Section 3.3 so that Zeroth can address prohibited use or related risks without delay. | active | contextual | yes | |
| 1c3f3cada44d80b8… | Customer is responsible for any breach of the Agreement committed by its Users so that user misconduct remains attributable to Customer under the contract. | active | contextual | yes | |
| a268807f6beba639… | Customer must not access the Production Solution if it is a direct competitor of Zeroth unless Zeroth has provided written agreement so that competitor access occurs only with Zeroth’s explicit authorization. | active | contextual | yes | |
| 4ecafbc4f2b0943e… | Except as otherwise provided in the agreement, each Software Order is non-cancellable and all sums paid are non-refundable under the software fee provisions. | active | contextual | yes | |
| cbd5a79aa122fdf5… | Software Fees are defined as the Fees set forth in the applicable Software Order, and Customer must pay those fees to Zeroth under the payment provisions. | active | contextual | yes | |
| 2a0c9cf8aa750b2e… | All information and reports related to the verification process are Confidential Information and may be used solely to verify compliance with the Agreement. | active | contextual | yes | |
| 9e709ac40a606601… | The party conducting an audit must bear the expenses for that audit when audits are performed under the customer usage verification provisions. | active | contextual | yes | |
| a39a7ea46ac71eca… | Audits may be conducted more frequently when applicable regulators require increased audit frequency beyond the standard cadence. | active | contextual | yes | |
| 85880385fe008148… | If a verification or self-audit reveals unlicensed use, Customer must order sufficient licenses to cover the period of that unlicensed use so that licensing matches actual usage. | active | contextual | yes | |
| fd22a04b1af7d792… | Customer must promptly provide information, documents, and access to systems running the Production Solution when Zeroth or the auditor reasonably requests them for compliance verification. | active | contextual | yes | |
| e4ec021528be3a16… | At Zeroth’s expense, Zeroth may verify Customer’s compliance with the Agreement by directing an independent auditor under appropriate nondisclosure obligations to conduct an audit or by asking Customer to complete a self-audit process. | active | contextual | yes | |
| 1de5265de40bf763… | Customer must keep records relating to its and its Users’ use and distribution of the Production Solution for at least two years after termination of the Agreement or the applicable Order, whichever is later, so that compliance can be verified. | active | contextual | yes | |
| e4bb238e0d0c1350… | Unless an Order states otherwise, Customer is solely responsible at its own expense for paying any third-party fees required to access the Integrations and for maintaining the security of the required access infrastructure. | active | contextual | yes | |
| 3c7972739ab0fc87… | Unless an Order states otherwise, Customer is solely responsible at its own expense for acquiring, installing, and maintaining all connectivity equipment, internet and network connections, hardware, software, and other equipment necessary for Users to access the Production Solution. | active | contextual | yes | |
| 5c28b680421f7418… | Zeroth has no responsibility, obligation, or liability for deficiencies or delays in its performance when those issues are based on, result from, or are contributed to by Customer’s failure to comply with Section 3.4. | active | contextual | yes | |
| a0d97154efd2c781… | Zeroth’s timely and successful performance of the Services depends on receiving necessary Customer Data and reasonably requested information, resources, and assistance from Customer. | active | contextual | yes | |
| 0f91b755ea9e691b… | Customer must provide Zeroth with resources, information, and assistance that Zeroth reasonably requires in connection with performing the Services so that Zeroth can carry out its obligations. | active | contextual | yes | |
| f28f4998c28be0f1… | Customer must supply Zeroth with the Customer Data necessary for Zeroth to provide the Services when such data is needed for service performance. | active | contextual | yes | |