| 2df8f73ca4a51694… | The parties must reasonably cooperate with each other to facilitate Zeroth’s provision of Services so that Zeroth can perform the contracted Services effectively. | active | contextual | yes | |
| c9231be76fce5797… | Suspension of Services under Section 3.3 does not relieve Customer of its payment obligations when Zeroth suspends Services due to a qualifying violation or threat. | active | contextual | yes | |
| f94052fbde8c9d70… | Zeroth’s suspension right under Section 3.3 does not waive other rights or remedies available under the Agreement or applicable law when Zeroth suspends Services for prohibited use. | active | contextual | yes | |
| 84101974fffefa6a… | Zeroth must use commercially reasonable efforts to provide Customer notice and an opportunity to remedy a violation or threat before suspension when circumstances permit prior action under Section 3.3. | active | contextual | yes | |
| 6a44bb591d6491e9… | Zeroth may immediately suspend the Services when Customer or its Users use the Production Solution in violation of the Agreement and Zeroth reasonably judges that the violation threatens the security, integrity, or availability of Zeroth Technology or other customers. | active | contextual | yes | |
| fc6fe21db4e25693… | Customer must promptly notify Zeroth of any violation of Section 3.3 when Customer becomes aware of such a violation so that Zeroth can address prohibited use of the Production Solution. | active | contextual | yes | |
| 2515600e9cc97ec6… | Except as otherwise provided in the agreement, each Software Order is non-cancellable and all sums paid are non-refundable so that committed software purchases cannot ordinarily be reversed or refunded. | active | contextual | yes | |
| eb4dc465cda9cf44… | Customer must pay Zeroth the fees specified in the applicable Software Order, and those charges are defined as Software Fees. | active | contextual | yes | |
| 5364a41440cbb2cd… | All information and reports related to the verification process are Confidential Information and may be used solely to verify compliance with the Agreement so that audit materials remain protected and purpose-limited. | active | contextual | yes | |
| abe910140f52451f… | The party conducting an audit bears the expenses for that audit so that audit costs are allocated to the conducting party. | active | contextual | yes | |
| edea5ff5659a6eca… | Audits may be conducted more frequently when applicable regulators require them so that regulatory audit frequency requirements can be met. | active | contextual | yes | |
| 852f81f16732c2b9… | If verification or a self-audit reveals unlicensed use, Customer must order sufficient licenses to cover the period of that unlicensed use so that all prior unauthorized usage is licensed. | active | contextual | yes | |
| c09b3bcdcc08b340… | Customer must promptly provide information, documents, and access to systems running the Production Solution when Zeroth or the auditor reasonably requests them for verification purposes. | active | contextual | yes | |
| 685e778fe83dc1dd… | At Zeroth’s expense, Zeroth may verify Customer’s compliance with the Agreement either 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 | |
| 05274175617d11ef… | 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 usage can be verified. | active | contextual | yes | |
| d3194285402915f2… | Unless an Order states otherwise, Customer is solely responsible at its own expense for any third-party fees required to access the Integrations and for maintaining the security of the required equipment and connections. | active | contextual | yes | |
| 991d6dab76df7017… | 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 connect to and access the Production Solution. | active | contextual | yes | |
| b57164fad2b4ef92… | Zeroth has no responsibility, obligation, or liability for deficiencies or delays in performing its obligations 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 | |
| 240256fe70014c48… | Zeroth’s ability to successfully perform the Services in a timely manner is contingent on receiving necessary Customer Data and the reasonably requested information, resources, and assistance from Customer. | active | contextual | yes | |
| 39d95232868a9b1f… | Customer must provide Zeroth with resources, information, and assistance that Zeroth may reasonably require in connection with performing the Services so that Zeroth can carry out service obligations. | active | contextual | yes | |
| 561f49c92632302a… | Customer must supply Zeroth with the Customer Data necessary for Zeroth to provide the Services so that Zeroth has the required data inputs for performance. | active | contextual | yes | |
| 28e20c0841175190… | The parties must reasonably cooperate with each other to facilitate Zeroth’s provision of Services so that service delivery can proceed effectively. | active | contextual | yes | |
| f63f9ec7e6ce1ff4… | Suspension of Services under Section 3.3 does not relieve Customer of its payment obligations under the Agreement so that fees remain payable during or after suspension. | active | contextual | yes | |
| 7567760c27392bca… | Zeroth’s suspension right under Section 3.3 is without prejudice to any other right or remedy available under the Agreement or applicable law so that suspension does not limit Zeroth’s other enforcement options. | active | contextual | yes | |
| 94f4e517a28a403a… | Before suspending Services under Section 3.3, Zeroth will use commercially reasonable efforts under the circumstances to provide Customer notice and an opportunity to remedy the violation or threat so that suspension may be avoided when feasible. | active | contextual | yes | |
| 46505dd74fb5b368… | Customer must promptly notify Zeroth of any violation of Section 3.3 so that Zeroth is informed quickly about prohibited use or related compliance issues. | active | contextual | yes | |
| 912411194cd82ff0… | 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 express authorization. | active | contextual | yes | |
| 1f0848600442b8f8… | Before suspending Services for a 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 is preceded by a chance to cure when feasible. | active | contextual | yes | |
| 2ce02a70ff1b36a7… | Zeroth may immediately suspend the Services if Customer or its Users use the Production Solution in violation of the Agreement and Zeroth reasonably judges that the violation threatens the security, integrity, or availability of Zeroth Technology or its other customers. | active | contextual | yes | |
| 46cc788b3d793092… | Customer must promptly notify Zeroth of any violation of Section 3.3 so that Zeroth can address usage restriction breaches quickly. | active | contextual | yes | |
| efa944f6eb4bc53c… | Customer must not use the Production Solution in violation of applicable local, state, national, or foreign laws, treaties, rules, and regulations, including data privacy requirements, so that use remains legally compliant across jurisdictions. | active | contextual | yes | |
| 7c4fc14956bb73c1… | Customer must not access the Production Solution if it is a direct competitor of Zeroth unless Zeroth has agreed in writing so that competitor access occurs only with explicit written consent. | active | contextual | yes | |
| 28488a859bd43e58… | Customer must not attempt to gain unauthorized access to the Services or their related systems or networks so that Zeroth’s infrastructure remains secure from intrusion attempts. | active | contextual | yes | |
| b7dd9d6e349e2a81… | Customer must not send or store Malicious Code in the Production Solution so that the service and related systems are protected from harmful software. | active | contextual | yes | |
| 9325a7e916db4ba5… | Customer must not send or store infringing, dangerous, harmful, deceptive, obscene, threatening, libelous, otherwise objectionable, unlawful, or tortious material, including material harmful to children or violating third-party privacy rights, through the Production Solution so that unlawful or harmful content is excluded. | active | contextual | yes | |
| 53d034be446eeeda… | Customer must not crawl, scrape, or spider any data or any portion of the Production Solution through manual or automated means so that the service and its data are not extracted without authorization. | active | contextual | yes | |
| 42838e182f645318… | Customer must not modify, remove, or obstruct any proprietary rights statement or notice contained in the Production Solution so that ownership and legal notices remain intact. | active | contextual | yes | |
| c9dba7b53978aa7c… | Customer must not modify, create derivative works from, copy, or use ideas, features, or functions of the Production Solution to build a similar or competitive product or to build a product using similar features, functions, or graphics of the Services so that Zeroth’s offerings are not replicated. | active | contextual | yes | |
| ffd6ac3f30bae666… | Customer must not disassemble, decompile, reverse engineer, or otherwise attempt to access or derive source code or trade secrets from the Production Solution so that Zeroth’s proprietary technology remains protected. | active | contextual | yes | |
| 8e19ed4646778cb6… | Except as permitted by the Agreement or required by law, Customer must not license, sublicense, sell, resell, transfer, assign except as allowed in Section 13.15, distribute, timeshare, service-bureau, or otherwise commercially exploit the Production Solution or make it available to any third party, including through an unauthorized managed services offering. | active | contextual | yes | |
| bb00d0c2004f940e… | Customer may use the Production Solution for the benefit of End Users when a Software Order allows access by Customer’s clients or customers so that the solution can support those downstream beneficiaries. | active | contextual | yes | |
| 21cc083fcc69021b… | If a Software Order provides for a Production Solution that may be accessed by Customer’s clients or customers, those parties are defined as End Users for purposes of the Agreement. | active | contextual | yes | |
| 5300876b126a97d8… | Customer must promptly notify Zeroth of any actual or suspected unauthorized use of its account, usernames, or passwords, or of any other actual or suspected breach of the Agreement by Customer or any User so that Zeroth can respond to potential violations. | active | contextual | yes | |
| 08d3f004b88f5d00… | Customer must not allow any unauthorized third party to use its account, usernames, or passwords at any time so that access to the Production Solution remains limited to authorized persons. | active | contextual | yes | |
| 06d47c7411390d9c… | Usernames must be unique to individual Users and cannot be shared with any other person so that access credentials remain personally assigned and traceable to a single user. | active | contextual | yes | |
| db5bfda4bd3ec3bd… | Customer is responsible for maintaining the confidentiality of all Users’ usernames and passwords and is solely responsible for all activities occurring under those usernames so that account security and accountability remain with Customer. | active | contextual | yes | |
| 71b9cde223905f56… | Customer must monitor and prevent unauthorized access to or use of the Production Solution and must promptly notify Zeroth of any such unauthorized use so that security incidents are addressed without delay. | active | contextual | yes | |
| 5b2e9b9ebfb7a71b… | Before suspending Services for a violation or threat, Zeroth will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy the issue. | active | contextual | yes | |
| d6605e87040f3854… | Zeroth may immediately suspend the Services when Customer’s or its Users’ use of the Production Solution violates the Agreement and, in Zeroth’s reasonable judgment, threatens the security, integrity, or availability of Zeroth Technology or other customers. | active | contextual | yes | |
| 8c13835a732c1d15… | Customer must promptly notify Zeroth of any violation of the usage restrictions in Section 3.3 so that Zeroth can address noncompliant or risky use of the Production Solution. | active | contextual | yes | |