Last updated October 25, 2022
PLEASE READ THESE TERMS OF SERVICE (“AGREEMENT”) CAREFULLY BEFORE ACCESSING, DOWNLOADING OR OTHERWISE USING THE RUNZERO SERVICES. BY CLICKING “I ACCEPT” OR BY DOWNLOADING OR OTHERWISE USING THE RUNZERO SERVICES (AS DEFINED BELOW), YOU ACCEPT THIS AGREEMENT AND ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE AN INDIVIDUAL ACTING ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, SUCH ENTITY MAY NOT USE THE RUNZERO SERVICES AND YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE RUNZERO SERVICES. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN YOU ARE NOT PERMITTED TO ACCESS, DOWNLOAD OR OTHERWISE USE THE RUNZERO SERVICES. This Agreement is between runZero, Inc (“runZero”) and you, the licensee of the runZero Services (“you” or “your”). This Agreement is effective the earlier of the date that you sign or accept this Agreement, download the runZero Services and the date that you begin using the runZero Services (“Effective Date”).
THIS AGREEMENT REQUIRES FINAL AND BINDING ARBITRATION TO RESOLVE ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, OR YOUR ACCESS TO OR USE OF THE RUNZERO SERVICES, INCLUDING THE VALIDITY, APPLICABILITY OR INTERPRETATION OF THIS AGREEMENT, AND YOU AGREE THAT ANY SUCH CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION, ARBITRATION OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 14 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
You represent and warrant that you: (a) are of legal age to form a binding contract; (b) have the right, authority, and capacity to agree to and abide by this Agreement; and (c) are not a person barred from using the runZero Services under the laws of any applicable jurisdiction. THE RUNZERO SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 13, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE RUNZERO SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 13 YEARS OF AGE OR OLDER.
“Explorers” are distinct installations of runZero-branded agent software for your account, each tied to Your Environment and used in conjunction with the runZero Platform.
“GeoLite2 Database(s)” means the line of databases offered by MaxMind, Inc. (“MaxMind”) included as part of the runZero Services that provide geographic information and other data associated with specific internet protocol addresses.
“Scanner” means all discovery tools, software, scripts and code that are downloadable from the runZero Platform or otherwise provided by runZero and used, either on a stand-alone basis or in conjunction with the runZero Platform, to scan and monitor the systems, networks, and devices.
“runZero Platform” means the web console and related services, including software, code, algorithms, hosted services, and web interfaces and typically provided as software-as-a-service (SaaS) from https://console.runzero.com, https://console.rumble.run, or another runZero hosted instance, and optionally available as an instance installed on-site, in your datacenter, or other hosted environment, but specifically excluding the downloadable Scanner.
“runZero Services” means any and all of the services, software and other offerings provided by runZero pursuant to this Agreement, including the runZero Platform, Scanners and Explorers, the GeoLite2 Database(s), the offerings provided through https://runzero.com and https://rumble.run, any mobile applications and APIs provided by runZero, and all such services and software labeled as trial, preview or otherwise. runZero Services may include any enhancements, updates, upgrades, derivatives or bug fixes to such services, software, and offerings, and any documentation, add-ons, templates, sample data sets, and hardware devices as provided by runZero.
“Data” means the raw data and/or information you upload or submit to runZero and the resulting data from the processing of such raw data using the runZero Services.
“Feedback” means all suggestions, comments, opinions, code, input, ideas, reports, information, know-how or other feedback voluntarily provided by you (whether in oral, electronic or written form) to runZero related to the runZero Services.
“Internal Purposes” means internal business use within your systems, networks, and devices (“Your Environment”), to conduct scanning and monitoring of computer networks, as well as testing and evaluation of the runZero Services in order to provide Feedback. Such purposes also include use of runZero Services as part of services you provide to third party clients (“Clients”) to scan and monitor the computer networks of such Clients, so long as the product is not incorporated into any product or software, unless otherwise set forth in your order through or quote, as applicable (an “Order”).
“Recent Asset” is a computer, device, or other resource, including third party systems from which runZero imports assets, (a) within Your Environment and/or (b) provided to or utilized by a particular organization and/or its users, including, without limitation, cloud services, mobile devices, user endpoint systems, servers, printers, network equipment, and any of the foregoing that was monitored by the runZero Services within the last thirty (30) days.
Your use of the runZero Services is subject to and governed by the terms and conditions in this Agreement. Subject to and conditioned on your compliance with the terms and conditions of this Agreement, runZero grants you a personal, non-exclusive, non-sublicensable, non-transferable, revocable, limited license during the Term to use the runZero Services in a secure location, only for the Internal Purposes. You may only use the runZero Platform, the GeoLite2 Database(s), Scanners and Explorers solely as necessary to enable your permitted use of the runZero Services as set forth herein.
a. Restrictions. Except as expressly authorized in this Agreement or by runZero, you will not, and will not permit any third party to: (i) access or use the runZero Services for any other purposes (including for any competitive analysis, commercial, professional, or other for-profit purposes); (ii) copy the runZero Services (except as required to run the runZero Services and for reasonable backup purposes); (iii) modify, adapt, or create derivative works of the runZero Services; (iv) rent, lease, loan, resell, transfer, sublicense, display or distribute the runZero Services to any third party; (v) use or offer any functionality of the runZero Services on a service provider, service bureau, hosted, software as a service, or time sharing basis, provide or permit other individuals or entities to create Internet “links” to the runZero Services, or “frame” or “mirror” the runZero Services on any other server, or wireless or Internet-based device; (vi) decompile, disassemble, translate or reverse-engineer the runZero Services or otherwise attempt to derive the runZero Services source code, algorithms, methods or techniques used or embodied in the runZero Services; (vii) disclose to any third party the results of any benchmark tests or other evaluation of the runZero Services, (viii) remove, alter, obscure, cover or change any trademark, copyright or other proprietary notices, labels or markings from or on the runZero Services; (ix) interfere with or disrupt servers or networks connected to any website through which the runZero Services provided; (x) use the runZero Services to collect or store personal data about any person or entity; (xi) use the runZero Services to build a similar or competitive product or service; or (xii) use the runZero Services for any illegal, unauthorized or otherwise improper purposes.
b. Other Parties. Any employee, consultant, contractor, or agent hired to perform services for you may operate the runZero Services on your behalf solely under these terms and conditions, provided that: (i) you are responsible for ensuring that any such party agrees in a legally enforceable manner to abide by and fully comply with the terms and conditions of this Agreement on the same basis as applicable to you; (ii) such use is only in connection with your Internal Purposes; (iii) such use does not represent or constitute an increase in the scope of the licenses provided hereunder; and (iv) you remain fully liable and responsible for any and all acts or omissions by such third parties related to this Agreement.
c. Immediate Termination. Any violation of this Section 3 by you shall be a material breach of this Agreement and runZero may immediately terminate this Agreement without notice.
a. Definition. “Confidential Information” means information that either: (i) is designated as confidential by the Discloser at the time of disclosure; or (ii) would reasonably be understood by the Recipient, given the nature of the information or the circumstances surrounding its disclosure, to be confidential, including without limitation, Discloser’s product designs, product plans, data, software and technology, financial information, marketing plans, business opportunities, proposed terms, pricing information, discounts, inventions and know-how disclosed by Discloser to Recipient, whether in writing, verbally or otherwise, and whether prior to, on or after the Effective Date. Confidential Information of runZero also includes the runZero Services and the existence and terms and conditions of this Agreement.
b. Use of Confidential Information. A party which receives Confidential Information under this Agreement (“Recipient”) may not use the Confidential Information from the party which discloses Confidential Information under this Agreement (“Discloser”) in any way, for its own benefit or the benefit of any third party, except as expressly permitted by, or as required to implement, this Agreement.
c. Disclosure of Confidential Information. Recipient will: (i) hold Confidential Information in strict confidence and take reasonable precautions to protect and secure such Confidential Information (such precautions to include, at a minimum, all precautions Recipient employs with respect to its own Confidential Information); and (ii) not divulge any Confidential Information to any third party (other than to employees or contractors as set forth below). Any employee or contractor given access to any Confidential Information must have a legitimate “need to know” such Confidential Information for use specified in Section 2 and Recipient will remain responsible and liable for each such person’s compliance with this Agreement.
d. Confidentiality Period. Irrespective of any termination of this Agreement, Recipient’s obligations with respect to Confidential Information under this Agreement expire 5 years from the date of receipt of the Confidential Information (except with respect to any trade secrets and Data where such obligations will be perpetual).
e. Exclusions. This Agreement imposes no obligations with respect to information which: (i) was in Recipient’s possession before receipt from Discloser; (ii) is or becomes a matter of public knowledge through no fault of Recipient; (iii) was rightfully disclosed to Recipient by a third party, who has no restriction on disclosure; or (d) is developed by Recipient without use of the Confidential Information as can be shown by documentary evidence. Recipient may make disclosures to the extent required by law or court order, provided Recipient makes reasonable efforts to provide Discloser with notice of such disclosure as promptly as possible and uses diligent efforts to limit such disclosure and obtain confidential treatment or a protective order, and has allowed Discloser to participate in the proceeding.
f. Return or Destruction of Confidential Information. Upon termination of this Agreement or written request by Discloser, the Recipient will: (i) cease using the Confidential Information; and (ii) return or destroy the Confidential Information and all copies, notes or extracts thereof to Discloser within seven (7) business days of such request or termination.
a. Term. This Agreement will be effective from the earlier of (i) the date provided above, and (ii) the date on which you first installed, downloaded or accessed a copy of the runZero Services, and shall continue until terminated, as set forth below (the “Term”).
b. Termination. This Agreement may be terminated at any time by either party, with or without cause, effective upon notice of termination. Termination of this Agreement does not relieve the Customer of present or future payment obligations. No refunds will be provided to the Customer regardless of the termination date as all payments to runZero are non-refundable.
c. Effect of Termination. Immediately upon termination, (i) all licenses granted under this Agreement will immediately terminate and you will immediately cease all use of the runZero Services; (ii) you will destroy the runZero Services in your possession, or upon request by runZero, return to runZero the Confidential Information that is in your possession or control; and (iii) any and all of your payment obligations for each Order will immediately become due. Upon runZero’s request, you will certify in writing that you have returned or destroyed all copies of runZero’s Confidential Information. Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11, 13, 14 and 15, will survive termination of this Agreement. Neither party shall be under any obligation to enter into an agreement after termination or expiration of this Agreement.
d. Suspension. runZero reserves the right at any time to modify, suspend, or discontinue the runZero Services (or any portion thereof) with or without notice, and runZero shall not be liable to you or any third party for any such modification, suspension or discontinuance.
The runZero Services are licensed, not sold, and runZero, its suppliers or its licensors, retains and reserves all rights not expressly granted in this Agreement. runZero, its suppliers or its licensors own all worldwide right, title and interest in and to the runZero Services, including all worldwide patent rights (including patent applications and disclosures); copyright rights (including copyrights, copyright registration and copy rights with respect to computer software, software design, software code, software architecture, firmware, programming tools, graphic user interfaces, reports, dashboard, business rules, use cases, screens, alerts, notifications, drawings, specifications and databases); moral rights; trade secrets and other rights with respect to confidential or proprietary information; know-how; other rights with respect to inventions, discoveries, ideas, improvements, techniques, formulae, algorithms, processes, schematics, testing procedures, technical information and other technology; and any other intellectual and industrial property rights, whether or not subject to registration or protection; and all rights under any license or other arrangement with respect to the foregoing (collectively, “Intellectual Property Rights”). Except as expressly stated in this Agreement, runZero does not grant you any Intellectual Property Rights in the runZero Services. If runZero provides any third party and open source software (“OSS”), it will be aggregated and provided as object code in a separate library, but shall not be considered part of the runZero Services. Use of such open source software is subject to the applicable open source license provided with the OSS. You agree to comply with all open source software licenses. You will not distribute the runZero Services or combine it with any other software which would result in an obligation to license the aggregate software in any manner. The OSS attributions and location where the open source version of the OSS is available for download is found at https://www.runzero.com/thirdparty/. runZero will provide support for OSS in the binary version provided by runZero with the runZero Services as part of support and maintenance. The runZero Services is copyrighted and protected by the laws of the United States and other countries, and international treaty provisions.
a. Fees and Expenses. You shall pay all agreed upon fees for each Order for the runZero Services (“Fees”) and in accordance with terms set forth therein and herein.
b. Payment Terms. You will pay Fees 30 days after the invoice date. runZero shall email invoices to you within two (2) business days of the date of the invoice. You shall provide runZero with complete and accurate billing contact information including a valid email address. All payments to runZero are non-refundable. All payments will be made in United States dollars via electric funds transfer, as per the instructions of runZero. runZero may invoice parts of any Order separately or all in one invoice. Any discounts, interests and taxes invoiced to an Order shall be allocated equally to each runZero Service and licenses provided under Order.
c. Late Payments. If you fail to pay any past due invoice, runZero may revoke or suspend the runZero Services until such time as you bring your account completely current. runZero may charge interest on all past due invoices at a rate of 1.5% per month, or the highest rate allowed by applicable law, whichever is lower. If you are delinquent in your payments for two (2) consecutive months, runZero may, upon written notice to you, modify the payment terms to require full pre-payment of any or all Order Forms (both currently contracted and in the future), or require other assurances to secure your payment obligations hereunder.
d. Taxes. All Fees exclude any and all taxes and similar fees now in force, enacted or imposed in the future on the transaction, delivery of the runZero Services, including any sales, use or value added taxes, goods and services tax, consumption tax, customs duties or similar charges, but excluding withholding taxes and taxes solely based on runZero’s net income, and you shall be responsible for payment of all such taxes, duties and charges, and any related penalties and interest arising from the payment of such amounts. If you are legally required to withhold any amounts to be paid to runZero, you will deduct such taxes from the amount otherwise owed, pay the tax to the appropriate taxing authority, and provide to runZero on a timely basis properly executed certificates, receipts or other documentation as evidence of such tax payment to the taxing authority, sufficient to permit runZero to establish runZero’s right to a credit for such taxes against runZero’s income tax liability. You shall provide runZero with such assistance as runZero shall reasonably request in connection with any application by runZero to qualify for the benefit of a reduced rate of withholding taxation under the terms of any applicable income tax treaty.
You may voluntarily, at your sole discretion, provide runZero with Feedback. runZero, in its sole discretion, may or may not respond to your Feedback or promise to address all your Feedback in the development of future features or functionalities of the runZero Services or any related or subsequent versions of such runZero Services. You assign, at no charge, all rights, title and interests in Feedback to runZero, and agree that runZero is free to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights in the Feedback in any form and any medium (whether now known or later developed), without credit or compensation to you. You warrant that the Feedback does not infringe any copyright or trade secret of any third party, and that you have no knowledge of any patent of any third party that may be infringed by the Feedback (including any implementation thereof recommended by you). You further warrant that your Feedback is not subject to any license terms that would purport to require runZero to comply with any additional obligations with respect to any runZero Services that incorporates your Feedback.
a. Data Processing. runZero shall process and use any personal data that you provide in accordance with the runZero Privacy Policy located at https://www.runzero.com/legal/privacy/. To the extent you provide to runZero personal data from a third party data subject when you are acting as their data controller, runZero will process such personal data in accordance with its Data Processing Agreement located at https://www.runzero.com/dpa.pdf. runZero will maintain a security program materially in accordance with industry standards that are designed to protect the security, confidentiality and integrity of the Data. You hereby grant runZero a perpetual, irrevocable, non-exclusive, royalty-free, paid-up, worldwide, sublicensable license to use, access, transmit, host, store, and display the Data solely for the purpose of providing and improving the runZero Services, including rights to extract, compile, aggregate, synthesize, use, and otherwise analyze all or any portion of the Data. runZero may use, publish, share, distribute, or disclose such Data on an aggregate basis or in a de-identified manner that does not allow personal data about you to be separated from the aggregate data and identified as originating from you.
b. Data Warranty and Obligations. You represent, warrant and agree that you have all rights to provide the Data and other materials that you provide or make available to runZero. You acknowledge and agree that you are solely responsible for all Data and for your conduct while using the runZero Services. You acknowledge and agree that: (i) you will evaluate and bear all risks associated with your use and distribution of all Data; (ii) you are responsible for protecting and backing up the Data; (iii) you are responsible for protecting the confidentiality of all Data in your possession and control; and (iv) under no circumstances will runZero be liable in any way for the content of any Data, including, but not limited to, any errors or omissions in any Data, or any loss or damages or any kind incurred as a result of your use, deletion, modification, or correction of any Data. You have full discretion and control on how to store, protect, remove or delete any Data on the runZero Services and runZero shall have no liability for any damages caused by such deletion or removal of or failure to store or protect Data.
a. Mutual Representations and Warranties. Each party represents and warrants that it has full right, power, and authority to enter into this Agreement and to perform its obligations and duties under this Agreement, and that the performance of such obligations and duties does not conflict with or result in a breach of any other agreement of such party or any judgment, order, or decree by which such party is bound.
b. Disclaimer. EXCEPT AS SET FORTH IN SECTION 9.a., runZero DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, QUIET ENJOYMENT AND WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE PRACTICE, OR BY STATUTE OR IN LAW. runZero SPECIFICALLY DOES NOT (INCLUDING WITHOUT LIMITATION THE GEOLITE2 DATABASE(S)), WILL MEET YOUR REQUIREMENTS, THE OPERATION OR OUTPUT OF THE RUNZERO SERVICES WILL BE ERROR-FREE, VIRUS-FREE, SECURE, ACCURATE, RELIABLE, COMPLETE OR UNINTERRUPTED. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, YOU PROVIDE THE DATA ON AN “AS IS” BASIS AND YOU PROVIDE NO GUARANTEE OF THE ACCURACY OF THE DATA PROVIDED TO runZero. runZero is not obligated to support, update or upgrade the runZero Service.
c. runZero Services Disclaimer for Starter Edition, Evaluation License and Complimentary License Customers. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN AND IN ADDITION TO ALL OTHER DISCLAIMERS, ALL RUNZERO SERVICES FOR STARTER EDITION, EVALUATION LICENSE AND COMPLIMENTARY LICENSE CUSTOMERS (“FREE runZero SERVICES”) ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS, AND YOUR USE OF SUCH FREE RUNZERO SERVICES IS AT ITS SOLE RISK. runZero has no obligations in connection with or in the course of providing the Free runZero Services.
a. IN NO EVENT WILL RUNZERO OR MAXMIND BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF USE, DATA, GOODWILL OR PROFITS, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE BETA SOFTWARE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE RUNZERO SERVICES. WITHOUT LIMITING THE FOREGOING, EACH OF RUNZERO AND MAXMIND WILL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY BUSINESS INTERRUPTION OR LOSS OF DATA ARISING FROM THE AUTOMATIC TERMINATION OF THE LICENSE RIGHTS GRANTED HEREIN AND ANY ASSOCIATED CESSATION OF THE RUNZERO SERVICES, ITS FUNCTIONS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME FOR ANY REASON OR ANY DELETION, CORRUPTION OR DAMAGE OF DATA ON OR THROUGH THE RUNZERO SERVICES. RUNZERO’S TOTAL CUMULATIVE LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL ORDER FORMS, WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS ($100.00). MAXMIND SHALL NOT HAVE ANY LIABILITY TO CUSTOMER, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) IN CONNECTION WITH THIS AGREEMENT, INCLUDING ALL ORDER FORMS.
b. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
You will comply fully with all applicable laws, including all applicable laws relating to bribery or corruption, and export laws and regulations of the United States and any other country (“Export Laws”) where you use any of the runZero Services. You represent and warrant that you are not (a) located in, or a resident or a national of, a restricted country; or (b) on any of the relevant U.S. Government Lists of prohibited persons, including but not limited to the Treasury Department’s List of Specially Designated Nationals and the Commerce Department’s List of Denied Persons or Entity List.
You further represent and warrant that you shall not export, re-export, ship, or transfer the runZero Services to any restricted countries or restricted end users or use the runZero Services in any restricted countries or for any purposes prohibited by the Export Laws, including, but not limited to, nuclear, chemical, missile or biological weapons related end uses. You understand that the requirements and restrictions of the Export Laws may vary depending on the specific runZero Services and may change over time, and that, to determine the precise controls applicable to the runZero Services, it is necessary to refer to the U.S. Export Administration Regulations and the U.S. Department of Treasury, Office of Foreign Assets Control Regulations.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, as if performed wholly within the state and without giving effect to the principles of conflict of law rules of any jurisdiction. The parties agree that neither the Uniform Computer Information Transaction Act (UCITA) nor the United Nations Convention on Contracts for the International Sale of Goods, shall apply to this Agreement regardless of the states in which the parties do business or are incorporated.
a. ALL CLAIMS (AS DEFINED ABOVE) SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THIS AGREEMENT AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
b. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Austin, Texas or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
c. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN AUSTIN, TEXAS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
d. Notwithstanding anything to the contrary, you and runZero may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its Confidential Information or Intellectual Property Rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 14.
e. If runZero implements any material change to this Section 14, such change shall not apply to any claim for which you provided written notice to runZero before the implementation of the change. The prevailing party shall recover its reasonable attorneys’ fees, expert fees, costs including arbitration costs and fees.
a. All notices required or permitted under this Agreement hereto will be in writing and delivered in person, by email to the address designated in the applicable Order Form, by confirmed facsimile transmission, by overnight delivery service, or by registered or certified mail, postage prepaid with return receipt requested, and in each instance will be deemed given upon receipt. You may not assign, delegate or transfer this Agreement, in whole or in part, by agreement, operation of law or otherwise. Any attempt to assign this Agreement other than as permitted herein shall be null and void.
b. You acknowledge that runZero may assign, subcontract or delegate any of its rights or obligations under this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties’ permitted successors and assigns. This Agreement along with any additional terms incorporated herein by reference constitute the complete and exclusive understanding and agreement between the parties relating only to the subject matter of the runZero Services, including Confidential Information, and shall supersede any and all prior or contemporaneous agreements, communications and understandings, written or oral, relating to such subject matter.
c. By entering into this Agreement, You waive all terms and conditions contained in its quotations, order acknowledgment form, order form, invoices or other documents and external sites (including, without limitation, acceptable usage policies) that are different from or additional to the terms and conditions set forth in this Agreement, and all such different or additional terms and conditions shall be null and void. Your use of the runZero Services hereunder is expressly made conditioned on your assent to the terms and conditions set forth in this Agreement. This Agreement is limited to the use of runZero Services, Data and Confidential Information and as such, this Agreement is separate from and shall have no effect on any other agreement you may have with runZero. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of both parties. All rights and remedies, whether conferred hereunder or by any other instrument or law, will be cumulative and may be exercised singularly or concurrently. The failure by either party to enforce any provisions of this Agreement will not constitute a waiver of any other right hereunder or of any subsequent enforcement of that or any other provisions. The terms and conditions stated herein are declared to be severable.
d. If a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, the remaining provisions of the Agreement will remain in full force and effect, and the provision affected will be construed so as to be enforceable to the maximum extent permissible by law. For the purposes of this Agreement, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” Any prevention of or delay in performance by runZero hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.
e. During the Term, except as set forth in the Order Form, runZero may use your name, logo and marks to identify you as a runZero customer on runZero’s website and other marketing materials.