ZEALOT TECHNOLOGY CORPORATION 

TERMS OF SERVICE

BEFORE USING ZEALOT TECHNOLOGY CORPORATION’S SERVICES (AS DEFINED BELOW), PLEASE READ THESE END USER TERMS OF SERVICE (THIS “AGREEMENT”). THIS AGREEMENT IS INCORPORATED BY REFERENCE INTO THE ORDER FORM EXECUTED BY THE COMPANY IDENTIFIED AS THE “CUSTOMER” IN THE ORDER FORM (“CUSTOMER”) AND ZEALOT TECHNOLOGY CORPORATION (“ZEALOT”). PURSUANT TO THIS AGREEMENT, CUSTOMER SHALL RECEIVE THE RIGHT TO ACCESS AND USE ZEALOT’S ENGAGEMENT PLATFORMS; AND/OR RECEIVE OTHER SERVICES FROM ZEALOT. THIS AGREEMENT AND THE ORDER FORM TOGETHER FORM A BINDING AND EXECUTED WRITTEN AGREEMENT BETWEEN CUSTOMER AND ZEALOT, EFFECTIVE AS OF THE EARLIEST OF THE DATE OF MUTUAL EXECUTION OF THE ORDER FORM OR THE DATE IN WHICH THE CUSTOMER USES THE SERVICES.

1. DEFINITIONS

“Advocate” means individuals who have been invited by Customer to join Customer’s Advocate community by using the Services. 

“Affiliate” means any entity which 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. 

“Customer Content” means all data or information uploaded, submitted or posted by Customer and its Users during the Service Term. 

“Documentation” means Zealot’s online knowledge base, documentation, and/or help and training materials, as updated from time to time, accessible via joinzealot.com or login to the applicable Service.

“Zealot Intellectual Property” shall mean any technical information, solution content, techniques, ideas, methods, processes, software, interfaces, utilities, data, data templates or files, dashboard, databases, designs, know-how, intellectual property, information or materials of any kind (regardless of form) which has been or is acquired, created, developed or licensed by Zealot prior to or outside the scope of this Agreement and any improvement, modification or other derivative works thereof and all intellectual property rights therein. 

“Services” or “Subscription” means the online, Web-based SaaS application provided by Zealot on a subscription basis, including but not limited to Zealot's platform; associated offline components; third-party applications; and professional services that are ordered by Customer under an Order Form or a Statement of Work. 

“User” means an individual who is authorized by Customer to use the Services on behalf of the Customer, including but not limited to employees, consultants, contractors, and agents of Customer.

2. ZEALOT SERVICES

2.1 Provision of Services. Zealot shall make the Services available to Customer and its Users on a subscription basis pursuant to this Agreement, the applicable Order Forms, and the Data Processing Agreement during the Service Term.

2.2 Subscriptions. Unless otherwise specified in the applicable Order Form or the Statement of Work, (i) Services are purchased as Subscriptions; (ii) additional Subscriptions may be added during the Subscription Term at the same pricing as that for the pre-existing Subscriptions, prorated for the remainder of the Term in effect at the time the additional Services are added; and (iii) the added Subscriptions shall terminate on the same date as the pre-existing Subscriptions. Professional Services may be purchased by Customer at Zealot’s then current rates and shall be detailed in the corresponding Statement of Work.

2.3 Zealot Responsibilities. Zealot shall: (i) provide to Customer basic support for the Services at no additional charge, and/or upgraded support, if purchased, provided that the terms of such upgraded support are described in the Order Form; and (ii) make the Services available in accordance with Zealot’s policies.

3. FEES

3.1 Fees. Customer shall pay Zealot all the fees specified in the Order Forms (the “Fees”). Except as otherwise provided in the Order Form, all Fees are quoted in United States currency; Fees are based on Services purchased and not on actual usage; payment obligations are non-cancellable; and Fees are non-refundable. Fees for the Services will be invoiced in advance in accordance with the terms of the Order Form.

3.2 Payment Terms. Unless otherwise stated in the Order Form, payment is due within thirty (30) days of the invoice date. Any payment not received from Customer by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of 1.5% or the maximum rate permitted by law of the outstanding balance per month from the date such payment is due until the date paid. If any Customer account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), Zealot reserves the right to suspend the Services without notice and without liability to Zealot, until such account is paid in full.

3.3 Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only taxes based solely on Zealot’s income. If Zealot has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Zealot with a valid tax exemption certificate authorized by the appropriate taxing authority.

4. TERM AND TERMINATION

4.4 Term of the Agreement. This Agreement commences on the last date of execution of the Order Form and continues until all Services expire or this Agreement is mutually terminated by the parties.

4.5 Term of the Services. The Services are offered for the initial term of service specified in the Order Form (the “Initial Term”). The Initial Term shall begin on the Contract Start Date stated in the Order Form. Following the Initial Term, Services may or may not renew depending on the terms of the Order Form (“Renewal Term”). If, during the Initial Term or any Renewal Term in effect (the “Term”), Customer purchases any additional Subscriptions to its use of the Service, the Service Term for any such additional Services shall be coterminous with the Term.

4.6 Termination of the Agreement. This Agreement and any Services may be terminated by either party for cause: (a) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

4.7 Early Termination. If Customer wishes to terminate the Services under this Agreement prior to the expiration of the current Term and such termination is not due to Zealot’s breach under Section 4.3(a), all Fees which would otherwise be due through the end of the Term in effect at the time, including any applicable taxes shall be due and payable within thirty (30) days of the effective date of termination and no refunds for pre-paid Services will be provided. The parties agree that these early termination charges are a reasonable estimate of anticipated actual damages and not a penalty.

4.8 Data Processing Agreement Termination. The Data Processing Agreement shall terminate automatically upon the termination of this Agreement. However, the obligations set forth in the Data Processing Agreement that are intended to survive termination shall remain in effect as long as Zealot retains any Customer Content containing personal data.

5. PROPRIETARY RIGHTS

5.1 Grant of License. Subject to the terms herein, Zealot grants Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable worldwide limited license to access and use the Services solely in accordance with the terms of this Agreement.

5.2 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Zealot reserves all rights, title and interest in and to the Services and the Zealot Intellectual Property including all related intellectual property rights. No rights, title or interest in the Services or the Zealot Intellectual Property are granted to Customer hereunder other than as expressly set forth herein.

5.3 Restrictions. Customer shall not, and shall not allow third parties to: (i) license, sublicense, lease, rent, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Services in any way provided however that the Customer may permit use of Services, strictly in accordance with this Agreement, by third parties working on behalf of the Customer; (ii) access (or attempt to access) any of the Services by any means (including automated means) other than through the User ID that is provided by Zealot; (iii) reverse engineer, adapt, translate, decompile, or otherwise derive the source code for the Services; or access the Services in order to copy or imitate any ideas or features; or build a product or service similar to the Services; or use similar features, software, functions or graphics as those of the Services, whether or not intended to compete with the Services; (iv) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit Malicious Code or material in violation of third-party privacy rights, (v) access the Services for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purpose or (vi) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein.

5.4 Customer Content. Customer retains all rights, title and interest in and is responsible for all Customer Content. Zealot does not control or monitor the Customer Content posted by the Users or the Advocates via Zealot's platform and, as such, does not guarantee or make any representations or warranties in respect of the accuracy, integrity or quality of the Customer Content. Customer is responsible for the collection of the Customer Content and the use of the Services by the Advocates. Please review our Privacy Policy (http://www.joinzealot.com/privacy) as it sets out how we collect, store and use information about our users and will govern the use of your Customer Content. The processing of any personal data included in the Customer Content shall be governed by the Data Processing Agreement between Zealot and Customer. Zealot shall not be liable in any way for any content, including, but not limited to, any misleading or inaccurate information or errors or omissions in any Customer Content, or for any loss or damage of any kind incurred as a result of the collection, use of or reliance upon any content posted, emailed, transmitted, or otherwise made available via the Service. Customer grants Zealot a limited license, during the Term, to use and display Customer Content solely in relation with the Services.

5.5 Excluded Customer Content. Customer acknowledges that the Services are not intended to be a repository of personal identifiable information ("PII") or personal data that may be considered sensitive or privileged, such as financial information, non-public personally identifiable information that could be legally considered private or sensitive, including without limitation, social security numbers, driver's license numbers, birth dates, personal bank account numbers, and credit card numbers (the "Excluded Customer Content"). Notwithstanding the above, in the event that Customer or any of its Users uploads Excluded Customer Content to the Services in violation of this Agreement, Customer agrees to remove such information immediately, or at its reasonable discretion, Zealot may purge such data from its systems. Any processing of Excluded Customer Content, if it occurs, shall be subject to the Data Processing Agreement between Zealot and Customer.

5.6 User Passwords. Customer shall ensure that its Advocate and Users protect their unique user identification name and not make them available to persons or entities not authorized to use the Services. Zealot will only store User’s passwords in encrypted form. Zealot personnel will not be able to read User’s passwords.

5.7 Destruction of Customer Content. Upon written request by Customer made within 30 days after the effective date of termination, Zealot will provide Customer with temporary access to the Services so that Customer can retrieve its Customer Content. After such 30-day period, Zealot shall have no obligation to maintain or provide any Customer Content and shall reasonably thereafter, unless legally prohibited, delete all Customer Content in Zealot’s systems or otherwise in its possession or control.

5.8 Professional Services. Zealot grants Customer a non-exclusive, royalty-free, non-transferable, non-sublicensable, worldwide, perpetual license to use, access, copy, store, any Zealot Intellectual Property included in any deliverables provided in connection with the Professional Services solely for Customer’s internal business purposes in connection with Customer’s use of the Services. “Professional Services” means any consulting services expressly provided for in any Order Form or Statement of Work.

6. CONFIDENTIALITY

6.1 Non-Disclosure Agreement. The terms of the Non-Disclosure Agreement between the parties shall govern the exchange of information under this Agreement. In the absence of such an agreement, the terms of this Section 6 shall apply.

6.2 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), 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, including but not limited to Customer Content, the terms and conditions of this Agreement, any Order Form, and the Data Processing Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by either party. However, Confidential Information (other than Customer Content) shall 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 the Receiving Party.

6.3 Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party: (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care); (ii) the Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement; and (iii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement to any third-party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.

6.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

7. REPRESENTATIONS AND WARRANTIES

7.1 Corporate Authority. Each party represents and warrants that it has the legal power and authority to enter into these Terms, and that the Order Form is executed by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement.

7.2 Compliance with Laws. Each party represents and warrants that it will comply with all applicable laws in connection with the performance of its obligations and the exercise of its rights under this Agreement.

7.3 Functionality Warranty. Zealot warrants that the Services will operate in a manner consistent with general industry standards reasonably applicable to the provision hereof and in substantial conformity with the then current version of the applicable Documentation.

7.4 Data Security and Warranty. Zealot has implemented Appropriate Security Measures (as hereinafter defined) and maintains the Services at reputable third-party Internet service providers and co-location facilities. “Appropriate Security Measures” means commercially reasonable efforts to ensure that the Customer Content will be maintained accurately and safeguarded as well as technical and physical controls to protect Customer Content against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by Zealot, whether by accident or otherwise. If Customer’s use of the Services involves processing personal data pursuant to Regulation 2016/679 (the “GDPR”) and/or transferring personal data outside the European Economic Area or Switzerland to any country not deemed by the European Commission as providing an adequate level of protection for personal data, the terms of the data processing addendum shall apply to such personal data and be incorporated into the Agreement upon the execution and submission of the Data Processing Addendum to Zealot in accordance with its terms. The Data Processing Addendum is available upon written request. Zealot warrants that it is considered a “service provider” according to the meaning given to that term in Section 1798.140(v) of the California Civil Code and the California Consumer Privacy Act (“CCPA”). Zealot also certifies that it shall not sell a California consumer’s Personal Information for any reason. Customer shall display all privacy notices, have at all times all appropriate legal bases, and comply at all times with all applicable privacy and data protection laws and regulations regarding Zealot’s sub-processing of personal data (if any).

Zealot has implemented a Data Processing Agreement ("DPA") to further ensure compliance with data protection laws and regulations. This DPA forms part of our commitment to data privacy and security. The DPA applies to the processing of personal data by Zealot on behalf of the Customer in connection with the Services. By using our Services, Customer agrees to be bound by the terms of the DPA, which is incorporated by reference into this Agreement. The current version of the DPA is available at [insert URL] or upon written request. Zealot reserves the right to update the DPA from time to time to reflect changes in data protection laws or our data processing practices. Any material changes to the DPA will be communicated to the Customer in accordance with Section 10.3 of this Agreement.

7.5 Additional Warranties. Zealot represents and warrants that: (i) the Services will be provided in a professional, timely and workmanlike manner, and consistent with generally accepted industry standards; (ii) the Services will comply in all material respects with all written specifications; (iii) the Services will be free of material defects; (iv) the Zealot technology shall not deliver any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate the contents of any databases and/or the normal operation of any computer systems (“Malicious Code”); (v) at the time of delivery, all Documentation required hereunder (if any) shall be complete so as to enable Customer personnel with ordinary skills and experience to utilize the Services for the purposes for which they are being acquired by Customer.

7.6 Disclaimer. Except as expressly provided herein, Customer acknowledges and agrees that the Services are provided on an “As Is”, as available basis. Other than as expressly provided herein, ZEALOT DISCLAIMS WARRANTIES, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION THE CONDITIONS AND/OR WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PURPOSE TO THE MAXIMUM EXTENT PERMITTED BY LAW. ZEALOT DOES NOT WARRANT THAT THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. FURTHER, ZEALOT DOES NOT WARRANT THAT ALL ERRORS IN THE SERVICES CAN BE CORRECTED.

7.7 Data Processing Agreement Compliance. Zealot warrants that it will comply with the terms of the Data Processing Agreement in its processing of Customer Content containing personal data.

8. LIMITATION OF LIABILITY

EXCEPT FOR DAMAGES ARISING FROM BREACHES OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, (1) IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER OR, (2) WITH RESPECT TO ANY SINGLE INCIDENT GIVING RISE TO LIABILITY, EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE INCIDENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

9. INDEMNIFICATION

9.1 Zealot Indemnification. Zealot shall indemnify and hold harmless the Customer against any loss, damage or cost (including reasonable attorney’s fees) incurred in connection with claims, demands, suits or proceedings (“Claims”) made or brought against Customer by a third party alleging that the use of the Services, as contemplated hereunder, infringes the intellectual property rights of a third party. Notwithstanding the foregoing if Zealot reasonably believes that the Customer’s use of any portion of the Services is likely to be enjoined by reason of a Claim of infringement, violation or misappropriation of any third party’s intellectual property rights then Zealot may, at its expense: (i) procure for the Customer the right to continue using the Services; (ii) replace the same with other software, services or other material of equivalent functions and efficiency that is not subject to an action of infringement; or (iii) modify the applicable software, support services or other material so that there is no longer any infringement or breach, provided that such modification does not adversely affect the capabilities of the Services as set out herein. Zealot shall have no liability respecting any Claim of infringement or breach as aforesaid to the extent such Claim is based upon the combination, operation or use of the Services with other equipment or software not supplied by Zealot or in a manner not consistent with Zealot’s instructions. THIS SECTION SETS FORTH ZEALOT’S SOLE LIABILITY AND CUSTOMER’S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

9.2 Customer Indemnification. Customer agrees to indemnify and hold Zealot harmless against any loss, damage or costs (including reasonable attorney's fees) incurred in connection with Claims made or brought against Zealot by a third party arising from or relating to Customer's use of (i) the Services in violation of this Agreement or the Data Processing Agreement, or (ii) the Customer Content.

9.3 Mutual Provisions. Each party’s indemnity obligations are subject to the following: (i) the aggrieved party shall promptly notify the indemnifier in writing of the Claim; (ii) the indemnifier shall have sole control of the defense and all related settlement negotiations with respect to the Claim (provided that the indemnifier may not settle or defend any Claim unless it unconditionally releases the aggrieved party of all liability); and (iii) the aggrieved party shall cooperate fully to the extent necessary, and execute all documents necessary for the defense of such Claim.

10. GENERAL PROVISIONS

10.1 Publicity. Zealot may use Customer’s name and logo on Zealot’s website, and as a part of a general list of customers for use and reference in corporate, promotional and marketing literature.

10.2 Assignment. Neither party shall assign its rights or delegate its duties under the Agreement or the Data Processing Agreement either in whole or in part without the prior written consent of the other party, except to a party that acquires all or substantially all of the assigning party's assets as part of a corporate reorganization, merger or acquisition provided that the assignee agrees to be bound by the terms of this Agreement and the Data Processing Agreement and it is not a competitor of the non-assigning party. The Agreement and the Data Processing Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

10.3 Notices. Notices regarding: (a) material changes to this Agreement; (b) internal or external changes materially impacting Zealot’s ability to do business; (c) breach; (d) termination; or (e) any other material information required to be in writing, will be in writing and deemed to have been given if delivered personally, by confirmed email or facsimile, or on the third day after mailing by first-class, registered or certified mail, postage prepaid to either Party at the addresses given above in the heading to this Agreement or to such other address as a Party may, from time to time, designate by notice to the other Party. Notices regarding new or modified Documentation, including but not limited to Zealot’s Service Level Agreement, Privacy Policy and other internal documents will become effective and will be deemed accepted by Customer, (a) immediately for those Customers who purchase the Services after the updated version is published on Zealot’s website, or (b) for those having pre-existing accounts and have consented to the Terms of Service version online, the updated Terms of Service will be deemed effective with Customer’s continued use of the Service.

Notices regarding updates to the Data Processing Agreement will be provided in accordance with the notice provisions set forth in this section. Material changes to the Data Processing Agreement will be communicated to Customer via email or through prominent notice on Zealot's website.

10.4 Amendments. No amendment, supplement, modification, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties to be bound thereby.

10.5 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without giving effect to any conflict of laws provisions therein and subject to the exclusive jurisdiction of the courts located in, or having jurisdiction over, Cook County, Illinois.

10.6 Relationship. The Parties are independent contractors. This Agreement does not create a joint venture, partnership, employment, franchise, or agency relationship exists between Customer and Zealot.

10.7 Non-Solicit. During the term of this Agreement, and for one year thereafter, to the extent permitted by governing law, Customer (i) will not directly or indirectly encourage or solicit any current or former employee or contractor of Zealot to leave Zealot for any reason, and (ii) will not hire or otherwise engage any current or former employee or contractor of Zealot unless in each such instance the Customer pays to Zealot a fee equal to 20% of the annual salary and/ or other remuneration offered to such current or former Zealot employee or contractor. Such fee shall be deemed to be a referral fee and upon payment thereof, Customer shall be entitled to hire such current or former Zealot employee or contractor.

10.8 Waiver and Severability. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

10.9 Force Majeure. Neither party will be liable for any failure or delay in its performance under the Agreement, due to any cause beyond its reasonable control provided that the delayed party (a) gives the other party prompt notice of such cause, and (b) uses reasonable commercial efforts to correct promptly such failure or delay in performance.

10.10 Entire Agreement. This Agreement, together with any applicable Order Form(s), Statements of Work, and the Data Processing Agreement (including any other documents referenced therein), comprises the entire agreement between Customer and Zealot regarding the subject matter contained herein, exclusively governs the Customer's use of the Zealot Services, and supersedes all prior or contemporaneous negotiations, discussions or agreements. In the event of any conflict between the terms of this Agreement and the terms of any Order Form, Statement of Work, or the Data Processing Agreement, the terms of the Order Form, Statement of Work, or Data Processing Agreement, as applicable, shall prevail. This Agreement will not be altered by any pre-printed terms set forth on any other document, and may only be amended by a written document signed by both parties expressing their specific intent to alter such terms.

10.11 Surviving Provisions. The sections titled "Fees," "Payment Terms," "Proprietary Rights," "Confidentiality," "Warranties and Disclaimers," "Indemnification," "Limitation of Liability," "Surviving Provisions," and "General Provisions" shall survive any termination or expiration of this Agreement. The provisions of the Data Processing Agreement intended to survive termination shall also survive as specified in that agreement.