ZENITY SUBSCRIPTION TERMS AND CONDITIONS

THIS AGREEMENT GOVERNS CUSTOMER’S ACQUISITION AND USE OF THE PRODUCTS.

BY ACCEPTING THIS AGREEMENT, BY (1) LOGGING IN TO OR ACCESSING THE PRODUCTS, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) PERFORMING A FREE TRIAL, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THIS AGREEMENT, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS.

This Agreement was last updated on April 22, 2026. It is effective between Customer and Zenity as of the earlier of: (a) the date Customer accepts this Agreement or (b) the date Customer first accesses or otherwise uses the Products (“Effective Date”). Both parties shall be referred to as the “Parties” and each, a “Party”.

1. DEFINITIONS
   1. “Admins” means Customer's employees or service providers who are explicitly authorized by Customer to access and use the Product.
   2. “Affiliates” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
   3. “Agreement” means these Subscription Terms and Conditions.
   4. “AI Systems” means any artificial intelligence system that is integrated or incorporated by Zenity into the Products.
   5. “Beta Products” means Zenity products, services or functionality that may be made available to Customer to try at its option which is clearly designated by Zenity as beta, pilot, limited release, early access, developer preview, non-production, evaluation, or by a similar description.
   6. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Zenity’s Confidential Information includes the Products; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by Receiving Party without access to, use of, or reliance on, the Disclosing Party’s Confidential Information.
   7. “Customer Data” means any data and information submitted by or for Customer to the Products or processed by Zenity as a result of Customer’s use of the Products.
   8. “Documentation” means the user manuals, policies and documentation, as updated by Zenity from time to time, provided to Customer in connection with the operation of the Products.
   9. “Evaluation” access to the Products on a free-of-charge trial basis.
   10. “Order Form” means an ordering document specifying the Products to be provided hereunder that is entered into between Customer and Zenity or any of Zenity’s Affiliates or Resellers.
   11. “Products” means Zenity's governance and security platform and any other products or services that Customer purchases under an Order Form.
   12. “Reseller” means a partner, reseller or distributor authorized by Zenity.
   13. “SLA” means the Service Level Agreement attached at Exhibit A to this Agreement.
   14. “Subscription Term” means the period of time during which Admins are permitted to access and use the Products hereunder, as specified in the applicable Order Form and including all renewals or extensions thereof.
   15. “Zenity IP” means the (i) Products, including the software, data, know-how and processes (A) used to provide or deliver the Products or (B) resulting from the provision of the Products or any related services; (ii) the Documentation, (iii) Interaction Information, (iv) all improvements, modifications or derivative works of, the foregoing, regardless of authorship; and (v) all intellectual property rights in and to any of the foregoing.
2. EVALUATIONS
   1. If Customer is granted access to the Products for an Evaluation, Zenity will make such Products until the earlier of: (i) the end of the applicable trial period, (ii) the start date of any Order Form or (iii) termination of the free trial or evaluation by Zenity in its sole discretion. To the maximum extent permitted by law, Evaluations are provided “as is” without warranty of any kind, and Zenity shall have no liability for any harm or damages arising out of or in connection with an Evaluation.
3. PROVISION OF THE PRODUCTS
   1. License Grant. Subject to the terms and conditions of this Agreement, Zenity hereby grants Customer a limited, worldwide, non-exclusive, non-sublicensable, non-transferable and revocable right and license to access and use (as the case may be) the Product during the Subscription Term, solely for Customer's internal purposes.
   2. Provision of the Products.Zenity shall (i) make the Products available to Customer pursuant to this Agreement and the applicable Order Form and (ii) provide the support and maintenance services as set forth in the SLA at its sole discretion. Zenity reserves the right to make changes to the Products at any time and from time to time, provided, however, that Zenity will not materially decrease the functionality of the Products during a Subscription Term.
   3. Affiliates. If a Customer Affiliate enters into an Order Form with Zenity, such Customer Affiliate agrees to be bound by the terms of this Agreement as if such Affiliate were an original party hereto.
   4. Early Access and Beta Products. From time to time, Customer may receive access to Beta Products. Customer may accept or decline Beta Products in Customer’s sole discretion. Beta Products shall be used in accordance with Zenity’s instructions, are for Customer’s internal use only, are not considered “Products” under this Agreement (except that the restrictions on Customer’s rights in and to the Products apply to its use of the Beta Products) and Zenity has no obligation to support or make Beta Products available. Any Beta Products trial period will expire upon the date that a version of the Beta Products becomes generally available or upon any earlier date designated by Zenity. Zenity may discontinue Beta Products at any time in Zenity’s sole discretion and may never make them generally available. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZENITY WILL HAVE NO LIABILITY FOR ANY HARM OR DAMAGE ARISING OUT OF OR IN CONNECTION WITH EARLY ACCESS AND A BETA SERVICE.
4. USE OF THE PRODUCTS
   1. Account. The Product may be accessed solely by Admins. Customer shall immediately report any unauthorized access or use of the Product to Zenity. In order to access the Product, Customer and/or its Admins may be required to set up an administrative account with Zenity ("Account"). Customer warrants and represents that all information submitted during the registration process is, and will thereafter remain, complete and accurate. Customer shall be responsible and liable for all activities of its Admins and all activities that occur under or in its Account.
   2. Usage Restrictions.
      1. Customer may only use the Product in accordance with the Documentation and any Order Form executed between the Parties. Customer shall be solely responsible for providing all equipment, systems, assets, access, and ancillary goods and services needed to access and use the Product, for ensuring their compatibility with the Product.
      2. Except as specifically permitted herein, without the prior written consent of Zenity, Customer must not, and shall not allow any Admin or any third party to, directly or indirectly: (i) copy, modify, create derivative works of, make available or distribute, publically perform, or display any part of the Product (including by incorporation into its products), or use the Product to develop any service or product that is the same as (or substantially similar to) it; (ii) sell, license, lease, assign, transfer, pledge, rent, sublicense, or share Customer's rights under this Agreement with any third party (including but not limited to offering the Product as part of a time-sharing, outsourcing or service bureau environment); (iii) use any “open source” or “copyleft software” in a manner that would require Zenity to disclose the source code of the Product to any third party; (iv) disclose the results of any testing or benchmarking of the Product to any third party; (v) disassemble, decompile, decrypt, reverse engineer, extract, or otherwise attempt to discover the Product’s source code or non-literal aspects (such as the underlying structure, sequence, organization, file formats, non-public APIs, ideas, or algorithms); (vi) remove or alter any trademarks or other proprietary right notices displayed on or in the Product; (vii) circumvent, disable or otherwise interfere with security-related features of the Product or features that enforce use limitations; (viii) export, make available or use the Product in any manner prohibited by applicable laws; and/or (ix) store or transmit any malicious code (i.e., software viruses, Trojan horses, worms, robots, malware, spyware or other computer instructions, devices, or techniques that erase data or programming, infect, disrupt, damage, disable, or shut down a computer system or any component of such computer system) or other unlawful material in connection with the Product.
   3. Usage Limits.Productsare subject to usage limits specified in an Order Form. If Customer exceeds a contractual usage limit, Customer will incur in additional fees prorated for the remainder of the applicable Subscription Term at the fees set forth in the applicable Order Form.
   4. Suspension. Any use of the Products in breach of the foregoing by Customer or Admins that in Zenity’s reasonable judgment imminently threatens the security, integrity or availability of the Products, may result in Zenity’s immediate suspension of the Products, however Zenity will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension and will promptly restore Customer’s access to the Products in accordance with this Agreement when the issue has been resolved.
   5. Third-Party Services. The Products may interoperate with third-party products, applications, or services used by Customer (each a “Third-Party Application”). Customer’s use of any Third-Party Application is subject to the applicable terms and conditions for the Third-Party Application between Customer and the Third-Party Application provider. Zenity is not responsible or liable for Third-Party Applications.
5. CUSTOMER DATA
   1. Customer Data.As between the parties, Customer owns and retains all right, title and interest (including all intellectual property rights) in and to Customer Data. Customer hereby grants Zenity a non-exclusive, worldwide, royalty-free, fully paid, transferable (in the event of an assignment permitted by this Agreement) right and license during the Term to use Customer Data solely to the extent necessary to perform its obligations under this Agreement, to prevent or address service or technical problems, for the fulfillment of legal obligations and as otherwise set forth expressly herein. Customer represents and warrants that it has obtained all necessary consents, permissions and authorizations required for the use of any Customer Data, and that such use by Zenity in accordance with this Agreement will not violate any applicable laws or infringe upon any rights of any third party.
   2. Protection of Customer Data. Zenity will maintain industry-standard administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data.
   3. Data Processing Agreement. To the extent Customer Data contains any personal data (as defined by applicable data protection laws), Customer represents and warrants that it has provided all appropriate notices, received the required consents or authorizations and have an ongoing legal basis, and has acted in compliance with applicable privacy laws and regulations, as to allow Zenity to collect, receive, process, use and store the Customer Data to provide the Products in accordance with this Agreement and the DPA. To the extent that Zenity and Customer do not have a Data Processing Agreement (“DPA”) in place, then the DPA available at https://zenity.io/legal/zenity-data-processing-agreement shall apply to the processing of personal data included in Customer Data by Zenity.
6. ARTIFICIAL INTELLIGENCE
   1. Risk Management. Zenity will maintain administrative, physical and technical safeguards, consistent with industry standards, to identify and mitigate risks, vulnerabilities and threats to the security or confidentiality of any AI Systems. If Zenity becomes aware of any event or circumstance that materially and adversely affects the security or confidentiality of an AI System or the foregoing safeguards, Zenity shall provide prompt written notice to Customer and take reasonable steps to remediate any resulting impact.
   2. Output. As between the parties, Customer owns and retains all right, title and interest (including all intellectual property rights) in and to Customer Data that is embodied in or forms part of any output generated by an AI System.
   3. Product Improvements. Under the license granted under Section 5.1, Zenity may use Customer Data to improve the Product, provided, however, that such use shall be solely for Customer’s benefit and not for the benefit of any third party.
   4. Compliance with Law. Each Party shall comply with all applicable laws and regulations pertaining to its provision (in the case of Zenity) or use (in the case of Customer) of AI Systems. In furtherance of the foregoing:
      1. Zenity is responsible for the provision of AI Systems to its customers generally (i.e., laws and regulations that apply without regard for Customer's particular use of the Products). To the extent required by such laws and regulations, Customer may request, and Zenity will promptly provide, information to assist Customer regarding the transparency and explainability of AI Systems
      2. Customer is responsible for its specific use of the AI Systems and any Outputs; provided that Customer is expressly prohibited from using the AI Systems, and Customer acknowledges that the AI Systems are not intended, for any purpose that constitutes a high-risk or unacceptable risk AI practice under applicable laws and regulations. Customer shall promptly cooperate with Zenity's reasonable information requests related to Customer's usage of the AI Systems for compliance purposes.
7. PROPRIETARY RIGHTS.
   1. Reservation of rights. All right, title, and interest in Zenity IP is and shall remain owned solely by Zenity or its licensors. Use of and access to the Products is licensed, not sold, and no rights are granted to Customer hereunder other than as expressly set forth herein. Nothing herein constitutes a waiver of Zenity’s intellectual property rights under any law.
   2. Feedback. It is understood that Customer may provide Zenity with suggestions and/or comments with respect to the Product (collectively, “Feedback”). Customer represents that it is free to do so and that it shall not knowingly provide Feedback that infringes upon third parties’ intellectual property rights. Customer further acknowledges that all rights, including intellectual property rights in such Feedback shall belong exclusively to Zenity and such shall be considered Zenity's Confidential Information. Customer hereby irrevocably and unconditionally transfers and assigns to Zenity all intellectual property rights it has in such Feedback and waives any and all moral rights that Customer may have in respect thereto. It is further understood that use of Feedback, if any, may be made by Zenity at its sole discretion, and that Zenity in no way shall be obliged to make use of the Feedback.
   3. Interaction Information.Zenity may collect, derive, use and retain usage data, analytics, insights and metadata based on the Customer Data and Customer’s use of the Product in de-identified form (“Interaction Information”) in order to provide, develop, improve, maintain and support its products and services.
8. FEES AND PAYMENT
   1. Fees. Access to the Product is conditional on Customer's payment in full of the applicable fees as set forth on the Order Form ("Fees"). Unless otherwise specified in the Order Form: (i) Customer will pay all amounts due under this Agreement in U.S. Dollars; (ii) all amounts invoiced hereunder are due and payable within thirty (30) days of the date of the invoice; (iii) fees are based on the Products and quantities purchased and not actual usage, (iv) payment obligations are non-cancelable and fees paid are non-refundable, and (v) quantities purchased cannot be decreased during the relevant Subscription Term.
   2. Overdue charges. If any undisputed invoiced amount is not received by Zenity by the due date, then without limiting Zenity’s rights or remedies, such amount shall accrue interest on a daily basis until paid in full at the lesser of: (a) the rate of one and a half percent (1.5%) per month; or (b) the highest amount permitted by applicable law.
   3. Payment Disputes. If Customer disputes any invoiced amounts, Customer shall promptly provide Zenity with notice of the disputed amounts along with supporting documentation within 30 days of Customer’s receipt of the invoice, and the parties both agree to cooperate diligently to resolve such dispute in good faith. Zenity will not exercise its rights under Section 8.2 (Overdue Charges) if Customer is timely disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute, provided that Customer shall remit payment for any undisputed amounts in a timely manner.
   4. Taxes. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other direct or indirect taxes, charges, levies, duties and/or governmental charges, and if such tax is applicable or chargeable, Customer shall pay to Zenity (in addition to and at the same time as paying the Fees) an amount equal to the amount of such tax. Customer is responsible for paying all taxes that are applicable hereunder, including without limitation sales, value added or use taxes, or similar government taxes payable for the Products provided hereunder, except those on Zenity’s net income.
   5. Resellers.If Customer has purchased the Products granted hereunder from a Reseller, all payment-related terms (including, but not limited to, pricing, invoicing, billing, payment methods, and late payment charges) will be set forth in Customer’s agreement directly with such Reseller, including any related purchase order (“Reseller Order Form”) and such payment-related terms will supersede any conflicting terms set forth in this Section 8 (Fees and Payment). If the Customer purchased the subscription through a Reseller, the Products are contingent upon Reseller’s full payment to Zenity of the applicable fees for the Products provided that in case of non payment by the Reseller Zenity will continue to provide the Products if Customer provides proof of payment to the Reseller for the Products for the applicable Subscription Term. To the extent there is any conflict between this Agreement and Reseller Order Form, then, as between Customer and Zenity, this Agreement shall prevail. Any rights granted to Customer in such Reseller Order Form which are not contained in this Agreement, apply only in connection with such Reseller. In such case, Customer must seek redress or realization or enforcement of such rights solely with such Reseller and not with Zenity.
9. CONFIDENTIALITY
   1. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party shall (i) take reasonable measures, at least as protective as those taken to protect its own confidential information of a similar nature, but in no event less than reasonable care, to protect the Disclosing Party's Confidential Information from disclosure to a third party; (ii) use the Confidential Information solely for the performance of its obligations under this Agreement (“Permitted Use”) and (iii) except as otherwise authorized by the Disclosing Party in writing, only permit access to the Confidential Information to its and its Affiliates’ respective employees, consultants, affiliates, agents and subcontractors (“Representatives”) who need to know such information in connection with the Permitted Use, who either (i) have signed a non-disclosure agreement with the Receiving Party containing terms at least as restrictive as those contained herein or (ii) are otherwise bound by a duty of confidentiality to the Receiving Party. Additionally, Zenity may disclose the terms of this Agreement to a potential investor or purchaser, provided that such disclosure is subject to confidentiality obligations materially as protective as those set forth herein. In any event, the Receiving Party shall remain liable for any acts or omissions of its Representatives.
   2. Compelled Disclosure. The Receiving Party will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body, provided that, to the extent legally permitted, it promptly notifies the Disclosing Party in writing of such required disclosure to enable Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure and cooperates reasonably with Disclosing Party in connection therewith. All right, title and interest in and to Confidential Information is and shall remain the sole and exclusive property of the Disclosing Party.
10. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS.
    1. Mutual Representations and Warranties. Each party represents that it has validly entered into this Agreement and has the legal power to do so. Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Products, as applicable.
    2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE PRODUCTS AND ANY CONTENT, INFORMATION, DATA OR RESULTS PROVIDED OR MADE AVAILABLE THEREBY (“PRODUCT DATA”) IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF THE PRODUCT AND RELIANCE AND USE OF ANY PRODUCT DATA TO ACHIEVE ITS INTENDED RESULTS. ZENITY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. ZENITY DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED OR THAT PRODUCT DATA IS ACCURATE OR COMPLETE. THE ACCURACY AND QUALITY OF PRODUCT DATA IS DEPENDENT UPON CUSTOMER DATA AND CUSTOMER'S USE OF THE PRODUCT IN COMPLIANCE WITH THIS AGREEMENT. CUSTOMER'S USE OF AND RELIANCE UPON THE PRODUCT DATA AND CUSTOMER'S DATA IS ENTIRELY AT CUSTOMER'S SOLE DISCRETION AND RISK, AND ZENITY SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO CUSTOMER IN CONNECTION WITH ANY OF THE FOREGOING. CUSTOMER AGREES THAT ITS PURCHASES ARE NOT CONTINGENT ON THE DELIVERY OF ANY FUTURE FUNCTIONALITY OR FEATURES, OR DEPENDENT ON ANY ORAL OR WRITTEN PUBLIC COMMENTS MADE BY ZENITY REGARDING FUTURE FUNCTIONALITY OR FEATURES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO TO THAT EXTENT SUCH EXCLUSIONS MAY NOT APPLY.
11. INDEMNIFICATION.
    1. Indemnification by Zenity. Zenity will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that the Products infringe or misappropriate such third party’s intellectual property rights (a “IP Claim”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, an IP Claim. If Zenity receives information about an infringement or misappropriation claim related to a Product, Zenity may in Zenity’s discretion and at no cost to Customer (i) modify the Product so that it no longer infringes or misappropriates, (ii) obtain a license for Customer’s continued use of that Product in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Product upon thirty (30) days’ written notice and refund Customer any prepaid fees covering the remainder of the Subscription Term of the terminated subscriptions. Notwithstanding the foregoing, the above defense and indemnification obligations do not apply to the extent an IP Claim arises from (i) modifications to the Products made or authorized by Customer, (ii) the integration with or incorporation of any third-party AI System, (iii) the combination of the Products of any part thereof with any other products, hardware, software, applications, processes, or technologies, to the extent the alleged infringement would have been avoided but for such combination, or (iv) Customer’s breach of this Agreement.
    2. Indemnification by Customer. Customer will defend Zenity and its affiliates and respective officers, directors, agents, consultants and employees against any claim, demand, suit or proceeding made or brought against Zenity by a third party alleging that the Customer Data infringes a third party's intellectual property rights(a “Claim Against Zenity”) and will indemnify Zenity from any damages, attorney fees and costs finally awarded against Zenity as a result of, or for amounts paid by Zenity under a court-approved settlement of, a Claim Against Zenity.
    3. Indemnification Procedures. Each party’s obligations under Sections 11.1 (Indemnification by Zenity) and 11.2 (Indemnification by Customer) are conditioned on the indemnified party (a) providing the indemnifying party with prompt written notice of any claim (provided that the indemnified party’s failure to provide prompt written notice will only relieve the indemnifying party of its indemnification obligations hereunder to the extent such failure materially limits or prejudices the indemnifying party’s ability to defend or settle such claim), (b) granting the indemnifying party the sole control of the defense and settlement of the claim, and (c) providing reasonable information and assistance to the indemnifying party in the defense or settlement of the claim at the indemnifying party’s expense. The indemnified party may participate in a claim with its own counsel at its own expense. The indemnifying party may not settle any claim without the indemnified party’s consent unless it unconditionally releases the indemnified party of all liability.
12. LIMITATION OF LIABILITY
    1. Limitation of Liability. EXCEPT FOR A PARTY’S (A) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (B) INDEMNITY OBLIGATIONS UNDER SECTION 11, TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF EITHER ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR IN CONNECTION WITH THE PRODUCTS AND/OR SERVICES EXCEED THE TOTAL AMOUNT OF SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER FOR THE PRODUCTS DURING THE TWELVE (12) MONTHS PRIOR TO BRINGING THE CLAIM. IF THE DISCLAIMER OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12.1 ARE UNENFORCEABLE, THEN THE PARTIES' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
    2. Exclusion of Consequential and Related Damages. TO THE MAXIMUM EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE) ARISING OUT OF OR RELATING TO THIS AGREEMENT AND/OR IN CONNECTION WITH THE PRODUCT AND/OR SERVICES, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF THE DISCLAIMER OF DAMAGES OR LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 12.2 ARE UNENFORCEABLE, THEN THE PARTIES' LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
    3. Collective Liability. The provisions and limitations of this Section 12 will apply to Customer and all of Customer Affiliates purchasing Products hereunder in the aggregate, meaning Zenity’s liability to Customer and/or one or more of Customer Affiliates for an incident or series of related incidents, collectively, will be limited to the aggregate amount paid by Customer and Customer Affiliates as set forth in this Section 12.
13. TERM AND TERMINATION.
    1. Term. This Agreement shall become effective on the Effective Date and, unless earlier terminated in accordance with this Section 13, shall remain in full force and effect until six months after all Order Forms have expired or have been terminated (the “Term”).
    2. Subscription Term. The Subscription Term shall be and shall renew as specified in the applicable Order Form. Subscription Terms will automatically renew for additional periods equal to the expiring Subscription Term, unless either party gives the other notice of non-renewal at least thirty (30) days before the end of the relevant Subscription Term. The pricing during any automatic renewal term, as described in the Order Form, will be the same as that during the immediately prior term unless Zenity has given Customer written notice of a pricing increase at least ninety (90) days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
    3. Termination. Either Party may terminate this Agreement with immediate effect upon written notice if (a) the other Party materially breaches this Agreement and such breach remains uncured thirty (30) days after having received written notice thereof; or (b) a receiver is appointed for the other Party, if the other Party makes a general assignment for the benefit of its creditors, or if the other Party commences proceedings under any bankruptcy or insolvency law. If this Agreement is terminated by Customer in accordance with Section 13.3.(a), Zenity will refund Customer any prepaid fees covering the remainder of the Subscription Term of all Order Forms after the effective date of termination.
    4. Effect of Termination. Upon termination or expiration of this Agreement: (i) the Product license granted to Customer under this Agreement shall expire, and Customer shall discontinue any further use thereof; (ii) Customer shall promptly delete and dispose of all copies of the Documentation in Customer’s or any of its representatives’ possession or control, and (iii) Zenity shall delete all Customer Data in accordance with its standard data retention and destruction cadence.
    5. Surviving Provisions. The provisions of this Agreement (including its exhibits) that, by their nature and content, must survive the termination of this Agreement in order to achieve the fundamental purposes of this Agreement shall so survive, including but not limited to this Section 13.5 (Surviving Provisions), 7 (Proprietary Rights), 8 (Fees), 9 (Confidential Information), 10,2 (Disclaimer of Warranties), 11 (Indemnification Obligations), 12 (Limitation of Liability and Indemnification), 13.4 (Effect of Termination) and 14 (Miscellaneous).
14. MISCELLANEOUS.
    1. Export Compliance. The Products and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not and shall not permit Admins to access or use any Product in a U.S.-embargoed country or in violation of any applicable export control or sanctions law or regulation, including those of the United States, the European Union, the United Kingdom, and other relevant authorities.
    2. Insurance. During the Term of this Agreement, Zenity shall maintain, at its own expense, insurance coverage sufficient to protect against risks arising out of its operations under this Agreement.
    3. Notices. All notices and approvals hereunder shall be in writing and shall be deemed to have been given upon the first business day after sending by email. Notices to Zenity shall be addressed to legal@zenity.io. Billing related notices to Customer will be addressed to the relevant billing contact designated by Customer, and legal notices to Customer will be addressed to Customer and be clearly identifiable as legal notices. All other notices to Customer will be addressed to the relevant services system administrator.
    4. Governing Law and Jurisdiction. This Agreement shall be governed by and construed under the laws of Delaware, without reference to principles and laws relating to the conflict of laws. The competent courts of Wilmington, Delaware shall have the exclusive jurisdiction with respect to any dispute and action arising under or in relation to this Agreement. Notwithstanding the foregoing, each Party may seek equitable relief in any court of competent jurisdiction in order to protect its proprietary rights.
    5. Publicity.
       1. Customer agrees: (i) that Zenity may use Customer's logo/s and trademark/s ("Customer Marks") to refer to Customer as a user of its Products in its marketing materials; and (ii), as mutually agreed to by the parties, to coordinate with Zenity in building a success story and testimonials, including participation in video testimonials, speaking engagements, webinars, podcasts, and social media features.
       2. Customer may opt out of Zenity's use of Customer Marks in new marketing materials at any time by submitting a written request to legal@zenity.io with the subject line "OPT-OUT OF CUSTOMER MARKS USE." This cessation obligation will take effect upon Zenity's receipt of such email. For clarity, Zenity will not be required to remove or modify any previously created or published materials that include Customer Marks, including but not limited to blog posts, case studies, video testimonials, presentations, event recordings, podcast episodes, or other historical or archived content agreed to by the Parties. Such materials may remain available in their existing form.
    6. Assignment. Neither Party may assign its rights or obligations under this Agreement without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, this Agreement may be assigned by either Party to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets or equity securities, or other change of control of such Party. Without derogating from and subject to the abovementioned, this Agreement will bind and benefit each Party and its respective successors and assigns.
    7. Relationship of the Parties. This Agreement does not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the Parties.
    8. Amendments. Zenity may update this Agreement from time to time in its sole discretion. Any such modifications will be effective upon posting the updated version at https://zenity.io/zenity-subscription-terms-and-conditions. It is Customer’s responsibility to regularly review the foregoing link for updates. By continuing to access or use the Products after the updated Agreement is posted, Customer agrees to be bound by the revised terms.
    9. Entire Agreement and Order of Precedence. This Agreement represents the entire agreement between the Parties concerning the subject matter hereof, replaces and supersedes all prior and contemporaneous oral or written understandings and statements. The parties agree that any term or condition stated in Customer’s purchase order or in any other vendor procurement or similar documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this Agreement are for convenience only and will not affect the construction of any provision of this Agreement.
    10. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and such provision shall be reformed only to the extent necessary to make it enforceable.
    11. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay results from causes beyond the affected Party's reasonable control.
    12. Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING UNDER, OUT OF OR IN CONNECTION WITH THE AGREEMENT.