This End User License Agreement (this “Agreement”), effective as of date of purchase (the “Effective Date”), is entered into by and between SBP Z Bridge Holdco LLC dba Zuar, a limited liability Delaware company (“Zuar”), and Customer (“Customer”). Zuar and Customer may be referred to herein collectively as the “Parties” or individually as a “Party.”
WHEREAS, Zuar provides the Services (as defined below) to its customers; and WHEREAS, Customer desires to use the Services, and Zuar desires to provide Customer with the Services, subject to the terms and conditions of this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

  1. Definitions.
    (a) “Authorized User” means Customer’s employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder.
    (b) “Customer Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer or an Authorized User through the Services.
    (c) “Documentation” means Zuar’s user manuals, guides, end user documentation and other documentation, in electronic or hard copy form, in each case relating to the Services and provided or made available by Zuar to Customer.
    (d) “Services” means the Zuar Software and/or the Zuar Solution.
    (e) “Usage Data” means data and information related to Customer’s use of the Services that is used by Zuar in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.
    (f) “Zuar Intellectual Property” means the Services, Zuar Software, the Documentation, and any and all intellectual property provided to Customer or any Authorized User in connection with the foregoing. For the avoidance of doubt, Zuar IP includes Usage Data and any information, data, or other content derived from Zuar’s monitoring of Customer’s access to or use of the Services, but does not include Customer Data.
    (g) “Zuar Software” means the software provided or made available by Zuar to Customer for use on Customer’s premises.
    (h) “Zuar Solution” means the software-as-a-service offerings provided or made available by Zuar to Customer.
    (i) “Ordering Document” means any order on a Zuar order form which references this Agreement. Each Ordering Document which references this Agreement shall be deemed a part of this Agreement.
  2. License.
    (a) Services License. Subject to the terms and conditions of this Agreement, and conditioned on Customer’s payment of Fees and compliance with this Agreement, Zuar hereby grants Customer a limited, non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Services during the Subscription Period, solely for internal business purposes, solely by Authorized Users, and in accordance with the terms and conditions herein.
    (b) Documentation License. Subject to the terms and conditions contained in this Agreement, Zuar hereby grants to Customer a limited, non-exclusive, non-sublicensable, non-transferable (except in compliance with Section 12(g)) license to use the Documentation during the Subscription Period solely for Customer’s internal business purposes and solely in connection with Customer’s use of the Services.
    (c) Restrictions. Customer shall not use the Services for any purposes beyond the scope of the license granted in this Agreement. Customer shall not at any time, directly or indirectly, and shall not permit any Authorized Users to: (i) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute,
    publish, transfer, or otherwise make available to any third party the Services or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services or Documentation; or (v) use the Services or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
    (d) Usage Limitations. Customer's access to and use of the Services is subject to certain limitations (“Usage Limitations”). In the event Customer reaches or exceeds such Usage Limitations, Customer shall be automatically restricted to ensure that Customer’s access to and use of the Services remain within the applicable Usage Limitations.
    (e) Suspension. Notwithstanding anything to the contrary in this Agreement, Zuar may temporarily suspend Customer’s and any Authorized User’s access to or use of any portion or all of the Zuar Solution if: (i) Zuar reasonably determines that (A) there is a threat or attack on any of the Zuar IP, including, without limitation, the Services; (B) Customer’s or any Authorized User’s use of the Zuar IP disrupts or poses a security risk to the Zuar IP, to any other customer or vendor of Zuar, or to any third party; (C) Customer, or any Authorized User, is using the Zuar IP for fraudulent or illegal activities; (D) subject to applicable law, Customer has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Zuar’s provision of the Services to Customer or any Authorized User is prohibited by applicable law; (ii) any vendor of Zuar has suspended or terminated Zuar’s access to or use of any third-party services or products required to enable Customer to access the Services; or (iii) in accordance with Section 5(a)(iii) (any such suspension described in subclause (i), (ii), or (iii), a “Service Suspension”). Zuar shall use reasonable efforts to provide written notice of any Service Suspension to Customer and to provide updates regarding resumption of access to or use of the Services following any Service Suspension. Zuar shall use commercially reasonable efforts to resume providing access to or use of the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Zuar shall have no ability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension.
    (f) Usage Data. Notwithstanding anything to the contrary in this Agreement, Zuar may monitor Customer’s use of the Services and collect and compile Usage Data. As between Zuar and Customer, all right, title, and interest in Usage Data, and all intellectual property rights therein, belong to and are retained solely by Zuar. Customer acknowledges that Zuar may compile Usage Data based on Customer Data input into the Services. Customer agrees that Zuar may (i) make Usage Data publicly available in compliance with applicable law, and (ii) use Usage Data to the extent and in the manner permitted under applicable law.
  3. Customer Responsibilities. Customer is responsible and liable for all uses of the Services and Documentation resulting from Customer’s use of the Services, directly or indirectly, whether such use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer. Customer shall make all Authorized Users aware of this Agreement’s provisions as applicable to such Authorized User’s use of the Services, and shall cause Authorized Users to comply with such provisions.
  4. Support and Updates.
    (a) Support. During the Subscription Period and subject to the terms and conditions of this Agreement, Zuar shall use commercially reasonable efforts to ensure the availability of the Services, and the usage rights granted under this Agreement entitle Customer to reasonable support services from Zuar, in order to resolve technical issues with the Services. In the event Zuar personnel must access the Zuar software received by Customer in order to provide support to Customer, Customer shall grant Zuar personnel access to the Services for such support purposes.
    (b) Updates. During the Subscription Period and subject to the terms and conditions of this Agreement, for Customers using the Zuar Software, usage rights granted under this Agreement entitle such Customers to receive software updates made available by Zuar from time to time.
  5. Fees and Payment.
    (a) Fees. Customer shall pay Zuar the fees (“Fees”) as set forth in the Ordering Document without offset or deduction. Customer shall make all payments hereunder in US dollars on or before the due date set forth in the Ordering Document. If Customer fails to make any payment when due, without limiting Zuar’s other rights and remedies: (i) Zuar may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Customer shall reimburse Zuar for all reasonable costs incurred by Zuar in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty days or more, Zuar may suspend Customer’s and its Authorized Users’ access to any portion or all of the Services until such amounts are paid in full.
    (b) Taxes. All Fees and other amounts payable by Customer under this Agreement are exclusive of taxes and similar assessments. Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on Zuar’s income.
  6. Confidential Information. From time to time during the Subscription Period, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to such order or law shall first provide written notice to the other Party, if such notice is permitted under applicable law, in order to provide such other Party an opportunity to seek a protective order or other appropriate limitations on disclosure; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  7. Intellectual Property Ownership; Feedback.
    (a) Zuar IP. Customer acknowledges that, as between Customer and Zuar, Zuar owns all right, title, and interest, including all intellectual property rights, in and to the Zuar IP, including, without limitation, the Services and Documentation.
    (b) Customer Data. Zuar acknowledges that, as between Zuar and Customer, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to Zuar a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary for Zuar to provide the Services to Customer.
    (c) Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Zuar by mail, email, telephone, or otherwise, suggesting or recommending changes to the Zuar IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Zuar is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Zuar on Customer’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Zuar is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Zuar is not required to use any Feedback.
    (d) Reservation of Rights. Zuar reserves all rights not expressly granted to Customer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Customer or any third party any intellectual property rights or other right, title, or interest in or to the Services, Documentation or Zuar IP.
  8. Limited Warranty and Disclaimer.
    (a) Limited Warranty. Zuar warrants that the Services will perform in all material respects in accordance with the Ordering Document. Zuar does not make any representations or guarantees regarding uptime or availability of the Services.
    (b) Remedy. For any breach of the warranties set forth in Section 8(a), Customer’s sole remedy is the repair or correction of the Services free of charge. Zuar may use commercially reasonable efforts to remedy any defects or deficiencies that constitute such breach within sixty days after receipt of notice from Customer. The foregoing remedy constitutes Zuar’s sole liability under the
    limited warranty set forth in Section 8(a).
    (c) Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), THE ZUAR IP IS PROVIDED “AS IS” AND “WITH ALL FAULTS,” AND ZUAR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. ZUAR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 8(a), ZUAR MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR OTHER ZUAR IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
  9. Indemnification.
    (a) Zuar Indemnification.(i) Zuar shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) (“Losses”) incurred by Customer resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that the Services, or any use of the Services in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, provided that Customer promptly notifies Zuar in writing of the claim, allows Zuar sole authority to control the defense and settlement of such claim, and cooperates with Zuar in defending such claim. (ii) If such a claim is made or appears possible, Customer agrees to permit Zuar, at Zuar’s sole discretion, to (A) modify or replace the Services, or component or part thereof, to make it non-infringing; (B) obtain the right for Customer to continue use; or (C) if Zuar reasonably determines that neither (A) nor (B) is reasonably available, Zuar may terminate this Agreement, in its entirety or with respect to the affected component or part, effective immediately upon written notice to Customer. (iii) This Section 9(a) shall not apply to the extent that the alleged infringement arises from: (A) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Zuar or authorized by Zuar in writing; (B) modifications to the Services not made by Zuar; or (C) Customer Data. (b) Customer Indemnification. Customer shall indemnify, hold harmless, and, at Zuar’s option, defend Zuar from and against any Losses resulting from any Third-Party Claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights, and any Third-Party Claims based on Customer’s or any Authorized User’s (i) negligence or willful misconduct; (ii) use of the Services in a manner not authorized by this Agreement; (iii) use of the Services in combination with data, software, hardware, equipment, or technology not provided by Zuar or authorized by Zuar in writing; or (iv) modifications to the Services not made by Zuar, provided that Customer may not settle any Third-Party Claim against Zuar unless Zuar consents to such settlement, and further provided that Zuar will have the right, at its option, to defend itself against any such Third-Party Claim or to participate in the defense thereof by counsel of its own choice.
    (c) Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER’S SOLE REMEDIES AND ZUAR’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
  10. Limitations of Liability. IN NO EVENT WILL ZUAR BE LIABLE UNDER OR IN
    CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (b) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (c) LOSS OF GOODWILL OR REPUTATION; (d) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY, OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (e) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER ZUAR WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL ZUAR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO ZUAR UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $10,000, WHICHEVER IS LESS.
  11. Subscription Period and Termination.
    (a) Subscription Period. This Agreement is effective as of the Effective Date and, unless terminated earlier pursuant to this Agreement’s express provisions, shall continue in effect for the period specified on the applicable Ordering Document. This Agreement will automatically renew for additional successive one year terms unless earlier terminated pursuant to this Agreement’s express provisions or either Party gives the other Party written notice of non-renewal at least thirty days prior to the expiration of the then-current term (each a “Renewal Term” and together with the Initial Term, the “Term”) (the “Subscription Period”). (b) Termination. In addition to any other express termination right set forth in this
    Agreement: (i) Zuar may terminate this Agreement, effective on written notice to Customer, if Customer: (A) fails to pay any amount when due hereunder, and such failure continues more than sixty days after Zuar’s delivery of written notice thereof; or (B) breaches any of its obligations under Section 2(c) or Section 6; (ii) either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach remains uncured thirty days after the non-breaching Party provides the breaching Party with written notice of such breach; or (iii) either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay,
    or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent
    jurisdiction to take charge of or sell any material portion of its property or business. (c) Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, Customer shall immediately discontinue use of the Zuar IP, including, without limitation, the Services, and at Zuar’s discretion, Zuar may immediately suspend access to or functioning of the Services, as appropriate to Customer’s use. Without limiting Customer’s obligations under Section 6, Customer shall delete, destroy, or return all copies of the Zuar IP and certify in writing to Zuar that the Zuar IP has been deleted, destroyed or returned. No expiration or termination will affect Customer’s obligation to pay all Fees that may have become due before such expiration or termination or entitle Customer to any refund.
    (d) Survival. This Section 11(d) and Sections 1, 5, 6, 7, 8(c), 9, 10, and 12 survive any termination or expiration of this Agreement. Unless expressly set forth therein, other provisions of this Agreement survive the expiration or earlier termination of this Agreement.
  12. Miscellaneous.
    (a) Entire Agreement. This Agreement, together with any other documents attached hereto or incorporated herein by reference and all related Ordering Documents, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Ordering Documents, and any other documents attached hereto or incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Ordering Documents as of the Effective Date; and (iii) third, any other documents incorporated herein by reference; provided, however, that the order of precedence set forth in this Section 12(a) is subject to any express statements of precedence set forth in the Exhibits or any other documents incorporated herein by reference.
    (b) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party; and (ii) if the Party giving the Notice has complied with the requirements of this Section.
    (c) Force Majeure. In no event shall Zuar be liable to Customer, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond Zuar’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, pandemic, epidemic, infrastructure
    interference or other failure, explosion, war, terrorism, invasion, criminal actions, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
    (d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to
    exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    (e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
    Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect their original intent as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    (f) Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of
    or related to this Agreement or the licenses granted hereunder shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware in each case located in the New Castle County, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
    (g) Assignment. Customer may not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of Zuar, which consent shall not be unreasonably withheld, conditioned, or delayed. Any purported assignment or delegation in violation of this Section will be null and void. No assignment or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.
    (h) Zuar’s Customer List. Customer agrees that Zuar may disclose Customer as a customer of Zuar and use Customer's name and logo on Zuar’s web site and in Zuar’s promotional materials. (i) Export Regulation. Customer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or
    other governmental approval), that prohibit or restrict the export or re-export of the Services or any Customer Data outside the US.
    (j) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Customer, Section 2(c), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order or injunction, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

Last Updated: September 2025