Terms of Service

Last updated: 13th Oct 2025

THIS IS AN AGREEMENT BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (HEREINAFTER “YOU” or “YOUR”) AND THE APPLICABLE ZIFFITY CONTRACTING ENTITY LISTED HERE (HEREINAFTER “ZIFFITY”) GOVERNING YOUR USE OF ZIFFITY’s ONLINE COMMERCELOOM SOFTWARE ACCORDING TO THE TERMS AND CONDITIONS SET FORTH BELOW.

All components or terms and conditions of this Agreement collectively are referred to herein as the “Agreement”. Your access and/or use of the Ziffity Software or Services shall constitute Your acceptance of all of the terms and conditions set forth in this Agreement.

This Agreement is effective immediately upon Your completion of the Subscription Plan (“Effective Date”)

1. DEFINITIONS

“Affiliate” means, in relation to a Party, such Party’s holding companies and the direct or indirect subsidiaries of such holding companies from time to time

“Application” shall mean any software used by the Subscriber for its internal purposes

“Documentation” means the user guides, online help, release notes, training materials and other documentation provided or made available by Ziffity to Subscriber regarding the use or operation of the SaaS Services

“End User(s)” means an individual that uses the Subscriber Application & interacts with Ziffity widgets overlays & content on top of the Application and includes Platform users.

“End User Data” means any data or information of any End User that is provided to or obtained by any Party in the performance of its obligations under this Agreement, including but not limited to, all lists of End Users, former End Users, and all information relating to and identified with such End Users

“Flows” Ziffity Flow are a series of steps that help users learn an objective or complete a task through a series of step-by-step actions. These steps display as a layer over your web application

"Intellectual Property Rights” means all (i) copyrights (including, without limitation, the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, registrations and applications), patent rights, trade names, mask-work rights, trade secrets, moral rights, author’s rights, privacy rights, publicity rights, algorithms, rights in packaging, goodwill and other proprietary rights, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction; (ii) intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of patentability, but including patents, patent applications, trade secrets, and know-how; and (iii) all derivatives of any of the foregoing

“Personal Data” means data relating to a living individual who is or can be identified either from the data or from the data in conjunction with other information that is in, or is likely to come into, the possession of the data controller

“Platform User” means each Subscriber employee designated by Subscriber to serve as user of the Ziffity SaaS platform on Subscriber’s behalf. Each Platform User must complete training and qualification requirements reasonably requested by Ziffity.

“Subscription Plan” shall mean the Subscription Plan executed by Subscriber, defining the scope of Subscriber’s subscription plan for use, fees, payments and access of the Software as provided in this Agreement and the subscription plan.

“Software” means the object code version of the Digital Adoption Platform (DAP) software to which Subscriber is provided access as part of the Service, including any updates or new versions under the brand name “Ziffity

“SaaS Services” means the cloud-based Software as made available by Ziffity to Subscriber hereunder in a hosted, software-as-a-service format, and including all upgrades, updates and patches to the SaaS Services that Ziffity makes available for general release to its Subscribers

“Subscriber Content” means all data and materials created or provided by Platform User to Ziffity for use in connection with the SaaS Services, including, without limitation, flows, text snippets, images, and videos.

“Support Services” means the technical support services for the SaaS Services available at https://_____________________.pdf (“Support Terms”).

“Subscription Term” shall mean that period specified in the applicable Subscription Plan during which Subscriber will have on-line access and use of the Software through Ziffity’s SaaS Services. The Subscription Term shall renew for a successive Subscription Term, unless terminated in accordance with Section 7.2 of this Agreement.

“Subscription Fees” or “Fees” shall mean the amounts as mentioned in the applicable Subscription Plan.

2. SAAS SERVICES

During the Subscription Term, Subscriber will receive a non-exclusive, non-assignable, non-sublicensable, royalty free, worldwide right to access and use the SaaS Services solely for its internal business operations subject to the terms of this Agreement and up to the number of application users documented in the Subscription Plan.

Ziffity will provide Subscriber with Support Services with respect to the SaaS Services so long as Subscriber has paid all outstanding Subscription Fees at the time such Support Services are required.

Subscriber acknowledges that this Agreement is a services agreement and Ziffity will not be delivering copies of the Software to Subscriber as part of the SaaS Services. In case of a self-hosted deployment, Ziffity will provide the Subscriber the capability to host the Subscriber Content and the SaaS service on the Subscriber’s servers.

3. TRIAL SERVICES

Ziffity may offer Subscriber access to certain SaaS Services on a trial, evaluation, or beta basis (“Trial Services”). Trial Services are provided solely for evaluation purposes and without warranty of any kind, and may be modified, suspended, or discontinued by Ziffity at any time without liability. Subscriber acknowledges that Trial Services may not be representative of the final release and may contain limitations.

Ziffity reserves the right to terminate inactive, trial accounts that remain inactive at its sole discretion,

4. PROFESSIONAL SERVICES

The Professional Services shall be provided in accordance with the Subscription Plan executed by the Subscriber, if applicable and shall be provided remotely (and not at Subscriber’s premises), unless otherwise agreed in writing between the Parties in the Subscription Plan.

5. RESTRICTIONS

Subscriber shall not, and shall not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than authorized End User, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation or copy, modify, transmit, distribute, frame or mirror any of the Software in any form or media or by any means, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the SaaS Services, except and only to the extent such activity is expressly permitted by applicable law, (vii) license, sell, resell, transfer, rent, lease, distribute, exploit or otherwise make the SaaS Services or Software available to anyone other than the End Users or (viii) access the SaaS Services or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, Ziffity shall own all right, title and interest in and to the Software, Services, Documentation, and other deliverables provided under this SaaS Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and Intellectual Property Rights therein. Subscriber agrees to assign all right, title and interest it may have in the foregoing to Ziffity.

6. THIRD-PARTY APPLICATIONS AND INTEGRATIONS

The SaaS Services may enable integration or interoperation with third-party applications, websites, or services. Subscriber acknowledges that such third-party applications are governed solely by the terms of the relevant third-party provider, and Ziffity shall not be liable for the availability, security, or performance of such third-party applications or for any damage or loss arising from their use.

7. SUBSCRIBER RESPONSIBILITIES

Assistance: Upon request from Ziffity, Subscriber shall promptly deliver Subscriber Content to Ziffity in an electronic file format specified and accessible by Ziffity, Subscriber acknowledges that Ziffity’s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.

Compliance with Laws: Subscriber shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or personal data. Subscriber acknowledges that Ziffity exercises no control over the content of the information transmitted by Subscriber or the End User through the SaaS Services. Subscriber shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

Platform Access:Subscriber shall be solely responsible for the acts and omissions of its Platform Users. Ziffity shall not be liable for any loss of data or functionality caused directly or indirectly by the Platform User.

Subscriber Content:Subscriber is solely responsible for collecting, inputting and updating all Subscriber Content stored on the Software, and for ensuring that the Subscriber Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or (ii) contain anything that is obscene, defamatory, harassing, offensive or malicious. Subscriber shall: (i) notify Ziffity immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to Ziffity immediately and use reasonable efforts to stop any unauthorized use of the Service that is known or suspected by Subscriber or any End User and (iii) not provide false identity information to gain access to or use the Service. Subscriber owns and shall retain all right title and interest in and to the Subscriber Content which is (i) provided by Subscriber to Ziffity for the purpose of the provision of the Service and/or the Professional Services; (ii) created by Subscriber using the Service; and/or (iii) to the extent applicable, created by Ziffity specifically for Subscriber under the provision of Professional Services, and which incorporates or is based on Subscriber’s copyrighted work and/or Subscriber’s Confidential Information. Subscriber Content specifically excludes Content provided by Ziffity which does not use Subscriber Content, the Software’ “look and feel”, and Ziffity’s Confidential Information and Intellectual Property

Anti-Spamming and Fair Usage: Subscriber shall not use the SaaS Services to send unsolicited spam messages or to engage in abusive or excessive usage that disrupts the stability or performance of the SaaS Services. Ziffity reserves the right to suspend or limit the SaaS Services if Subscriber’s usage materially exceeds reasonable usage parameters.

License from Subscriber: Subject to the terms and conditions of this SaaS Agreement, Subscriber shall grant to Ziffity a limited, non-exclusive and non-transferable license, to copy, store, configure, perform, display and transmit Subscriber Content solely as necessary to provide the SaaS Services to Subscriber pursuant to this Agreement and the applicable Subscription Plan.

Ownership and Restrictions: Subscriber retains ownership and intellectual property rights in and to its Subscriber Content. Ziffity or its licensors retain all ownership and intellectual property rights to the services, Software programs, any third party technology and anything developed and delivered under the Agreement. Subscriber’s right to use such third-party technology is governed by the terms of the third-party technology license agreement and not under this Agreement.

Suggestions:Ziffity shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any suggestions, enhancement requests, recommendation or other feedback provided by Subscriber, including End Users, relating to the operation of the SaaS Services.

Account Registration and Security:Subscriber is responsible for maintaining the confidentiality of account credentials, including usernames and passwords, and for all activities conducted under its accounts. Subscriber agrees to promptly notify Ziffity of any unauthorized access or use of its accounts. Ziffity shall not be liable for any loss or damage arising from Subscriber’s failure to comply with this obligation.

8. ORDERS AND PAYMENT

Fees: Subscriber will pay all fees specified in the Subscription Plan. Except as otherwise specified herein or in the Subscription Plan, (i) fees are based on Services and the Subscription Plan purchased and not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

Payment: Subscriber will provide Ziffity with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Ziffity. If Subscriber provides credit card information to Ziffity, Subscriber authorizes Ziffity to charge such credit card for all purchased Services listed in the Subscription Plan for the initial subscription term and any renewal subscription term(s) as applicable. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Subscription Plan. If the Subscription Plan specifies that payment will be by a method other than a credit card, Ziffity will invoice Subscriber in advance and otherwise in accordance with the relevant Subscription Plan. Unless otherwise stated in the Subscription Plan, invoiced fees are due net 7 days from the invoice date. Subscriber is responsible for providing complete and accurate billing and contact information to Ziffity and notifying Ziffity of any changes to such information.

Expenses: Ziffity shall notify Subscriber prior to incurring any out-of-pocket travel and related expense and Subscriber will reimburse Ziffity for its reasonable expenses incurred in performing the Services

Taxes: All payments under this Agreement are exclusive of taxes, including but not limited to withholding taxes. However, it is agreed between the Parties, that the Fees Payable by the Subscriber shall be subject to deduction of taxes, as per applicable laws.

Price Adjustments for Third-Party Applications: In the event of any increase in costs associated with third-party or integrated applications (including but not limited to Artificial Intelligence modules, cloud hosting, or other third-party services) used in connection with the SaaS Services or Professional Services, Subscriber acknowledges and agrees that the Subscription Fees may be reasonably adjusted by Ziffity during the Subscription Term. Ziffity shall provide email or general notification of it’s implementation and the Subscriber shall pay such increase in costs within a time period specified by Ziffity failing which Ziffity reserves the right to adjust the Subscription Term or terminate the Subscription Plan at its sole discretion.

9. TERM AND TERMINATION

Term of SaaS Agreement: The term of this SaaS Agreement shall begin on the Effective Date and shall continue until the expiration of the Subscription Term.

Termination: Ziffity may terminate this Agreement with at least 30 days prior notice to the Subscriber during the Subscription Term.

Suspension for Non-Payment: Ziffity reserves the right to suspend delivery of the SaaS Services if Subscriber fails to timely pay any undisputed amounts due to Ziffity under this SaaS Agreement. Suspension of the SaaS Services shall not release Subscriber of its payment obligations under this SaaS Agreement. Subscriber agrees that Ziffity shall not be liable to Subscriber or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the SaaS Services resulting from Subscriber’s non-payment.

Suspension for cause: Ziffity may suspend the SaaS Services immediately upon notice if (i) Subscriber or its Users use the SaaS Services in violation of this Agreement or applicable law, (ii) Subscriber’s use poses a security risk to the SaaS Services or other customers, or (iii) suspension is required by law or governmental authority.

Notwithstanding the foregoing, without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party commits a material breach of any term of this Agreement, which breach is irremediable or (if such breach is remediable) fails to remedy that breach within five (5) days after being notified in writing to do so; or the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction, or it ceases or threatens to cease to carry on business.

Effect of Termination:

• Upon termination of this SaaS Agreement or expiration of the Subscription Term, Ziffity shall immediately cease providing the SaaS Services and all usage rights granted under this SaaS Agreement shall terminate.
• If Ziffity terminates this SaaS Agreement due to a breach by Subscriber, then Subscriber shall immediately pay to Ziffity all amounts then due under this SaaS Agreement.

Data Portability and Backup: Subscriber acknowledges that he/she/it is responsible for exporting and backing up Subscriber Content prior to termination or expiration of this Agreement. Upon termination, Ziffity may delete Subscriber Content and shall not be liable for any loss of data thereafter.

10. SERVICE LEVEL AGREEMENT

The Service Level Agreement (“SLA”) for the SaaS Services is set forth under https://__________.pdf. The SLA sets forth Subscriber’s sole remedies for availability or quality of the SaaS Services, including any failure to meet any guarantee set forth in the SLA.

11. WARRANTIES

Warranty: Ziffity represents and warrants that it will provide the SaaS Services in a professional manner consistent with general industry standards. For any beach of a warranty, Subscriber’s exclusive remedy shall be as provided in Section 7 Term and Termination.

ZIFFITY WARRANTS THAT THE SAAS SERVICES WILL BE PERFORMED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH THE DOCUMENTATION. ZIFFITY DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT ZIFFITY WILL CORRECT ALL SAAS SERVICES ERRORS. SUBSCRIBER ACKNOWLEDGES THAT ZIFFITY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES.THIS SECTION SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY ZIFFITY (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER ZIFFITY NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR SHALL ZIFFITY OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF SUBSCRIBER’S OR ANY USER’S DATA, FILES, OR PROGRAMS

12.LIMITATIONS OF LIABILITY

NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF ZIFFITY) SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THIS SAAS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZIFFITY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), SHALL NOT EXCEED THE FEES PAID BY SUBSCRIBER UNDER THE SUBSCRIPTION PLAN DURING THE TWELVE MONTHS PRECEDING THE DATE THE CLAIM AROSE. The foregoing limitations shall not apply to the parties’ obligations (or any breach thereof) under Sections entitled “Restriction”, or “Confidentiality”.

13.INDEMNIFICATION

Indemnification by Ziffity: If a third party makes a claim against Subscriber that the SaaS Services infringes any patent, copyright or trademark, or misappropriates any trade secret, or that Ziffity’s negligence or willful misconduct has caused bodily injury or death, Ziffity shall defend Subscriber and its directors, officers and employees against the claim at Ziffity’s expense and Ziffity shall pay all direct losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Ziffity, to the extent arising from the claim. Ziffity shall have no liability for any claim based on (a) the Subscriber Content, (b) modification of the SaaS Services not authorized by Ziffity, or (c) use of the SaaS Services other than in accordance with this SaaS Agreement.

Indemnification by Subscriber: Subscriber shall indemnify and hold harmless Ziffity from and against any claims, damages, or expenses (including reasonable attorneys’ fees) arising from (i) Subscriber’s or its User’s misuse of the SaaS Services, (ii) violation of applicable laws or regulations, or (iii) breach of this Agreement.

If a third party makes a claim against Ziffity that the Subscriber Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Subscriber shall defend Ziffity and its directors, officers and employees against the claim at Subscriber’s expense and Subscriber shall pay all losses, damages and expenses (including reasonable attorneys’ fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Subscriber, to the extent arising from the claim.

Conditions for Indemnification: A party seeking indemnification under this section shall (a) promptly notify the other party of the claim, (b) give the other party sole control of the defense and settlement of the claim, and (c) provide, at the other party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other party in the defense and settlement of the claim.

14. CONFIDENTIALITY

“Confidential Information”means any information disclosed by a party to the other party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving party to be “confidential” or “proprietary” within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of this SaaS Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a disclosing party under an obligation of confidentiality. Subject to the display of Subscriber Content as contemplated by this SaaS Agreement, Subscriber Content is deemed Confidential Information of Subscriber. Ziffity software and Documentation are deemed Confidential Information of Ziffity.

Confidentiality Restrictions: During the term of this SaaS Agreement and for 5 years thereafter (perpetually in the case of Software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each Party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other party's Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party.

Exceptions: Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, (b) is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or (c) is independently developed by the receiving party without use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties, but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors

15. PRIVACY, DATA PROTECTION AND SECURITY

Subscriber understands and acknowledges that, in connection with the use of the SaaS Services by Subscriber, Ziffity processes any Personal Data only on Subscriber’s behalf and Ziffity and Subscriber hereby agree that Subscriber shall be deemed to be the data controller and Ziffity shall be deemed to be the data processor and any Personal Data shall be processed in accordance with the Data Protection laws as applicable

Subscriber’s Undertakings: Subscriber shall be solely responsible for obtaining all consents and authorizations as may be required by any applicable law, for the collection, storage and processing of information and/or sensitive information by Ziffity according to Subscriber’s instructions, including that such processing according to Subscriber’s instructions will not place Ziffity in breach of applicable data protection laws. Prior to processing, Subscriber will inform Ziffity about any special categories of data contained within Subscriber personal data and any restrictions or special requirements in the processing of such special categories of data, including any cross border transfer restrictions

Security: Ziffity shall have in place and shall comply with documented written policies and procedures, periodically reviewed, covering the administrative, physical and technical safeguards in place and relevant to the access, use, loss, alteration, disclosure, storage, destruction and control of information. Such policies and procedures will include encryption of data, virus detection and firewall utilization.

16. GENERAL PROVISIONS

Non-Exclusive Service: Subscriber acknowledges that SaaS Services is provided on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Ziffity’s ability to provide the SaaS Services or other technology, including any features or functionality first developed for Subscriber, to other parties.

Modification of Services and Terms: Ziffity reserves the right to enhance, modify, or discontinue features or functionalities of the SaaS Services, provided that such changes do not materially degrade the core functionality subscribed by the Subscriber. Ziffity may also update the terms of this Agreement from time to time, with prior written notice. Continued use of the SaaS Services after the effective date of such updates shall constitute Subscriber’s acceptance.

Assignment: Subscriber may assign this SaaS Agreement or any right under this SaaS Agreement, only with the prior written consent of Ziffity.. This SaaS Agreement shall be binding upon and inure to the benefit of the parties’ successors and permitted assigns. Ziffity may employ subcontractors in performing its duties under this SaaS Agreement.

Notices: Except as otherwise permitted in this SaaS Agreement, notices under this SaaS Agreement shall be in writing and shall be deemed to have been given when delivered if delivered by e-mail. All notices shall be sent to the other party at the address or email to legal@ziffity.com set forth in this SaaS Agreement.

Force Majeure: Each party will be excused from performance for any period during which, and to the extent that, such party or any subcontractor is prevented from performing any obligation or Service, in whole or in part, as a result of causes beyond its reasonable control, and without its fault or negligence, including without limitation, acts of God, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

Waiver: No waiver shall be effective unless it is in writing and signed by the waiving party. The waiver by either party of any breach of this SaaS Agreement shall not constitute a waiver of any other or subsequent breach.

Severability:If any term of this SaaS Agreement is held to be invalid or unenforceable, that term shall be reformed to achieve as nearly as possible the same effect as the original term, and the remainder of this SaaS Agreement shall remain in full force.

Variation. No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives)

Entire SaaS Agreement: This SaaS Agreement (including all exhibits) contains the entire agreement of the parties and supersedes all previous oral and written communications by the parties, concerning the subject matter of this SaaS Agreement. This SaaS Agreement may be amended solely in a writing signed by both parties. Standard or printed terms contained in any purchase order or sales confirmation are deemed rejected and shall be void unless specifically accepted in writing by the party against whom their enforcement is sought; mere commencement of work or payment against such forms shall not be deemed acceptance of the terms.

Survival: Sections 4, 7, and 9 through 14 of this SaaS Agreement shall survive the expiration or termination of this SaaS Agreement for any reason.

Publicity: Subscriber agrees that Ziffity may use Subscriber’s name and logo on its website and for the purpose of marketing the Service.

Independent Contractor: The parties have the status of independent contractors, and nothing in this SaaS Agreement nor the conduct of the parties will be deemed to place the parties in any other relationship. Except as provided in this SaaS Agreement, neither party shall be responsible for the acts or omissions of the other party or the other party’s personnel.

Dispute Resolution: Subscriber’s satisfaction is an important objective to Ziffity in performing its obligations under this SaaS Agreement. Except with respect to intellectual property rights, if a dispute arises between the parties relating to the interpretation or performance of this SaaS Agreement or the grounds for the termination hereof, the parties agree to hold a meeting within fifteen (15) days of written request by either party, attended by individuals with decision-making authority, regarding the dispute, to attempt in good faith to negotiate a resolution of the dispute prior to pursuing other available remedies. If, within 15 days after such a meeting, the parties have not succeeded in resolving the dispute, either party may protect its interests by any lawful means available to it.

Governing Law and Jurisdiction: The Parties shall make a good-faith effort to amicably settle by mutual agreement any dispute that may arise between them under this Agreement. The foregoing requirement will not preclude either Party from seeking injunctive relief as it deems necessary to protect its own interests. The governing law and jurisdiction applicable to this Agreement shall be determined based on your billing address if you are a paid customer, and your state or country of domicile in all other cases. Accordingly, the Parties agree to be bound by such governing law (without reference to choice or conflict of law provisions) and submit to the exclusive jurisdiction of the courts specified herein.