License Terms and Conditions

ZenBee and Licensee have mutually agreed that the License Terms and Conditions, herein referred to as “The Terms,” shall govern their relationship concerning any ZenBee products or services provided or to be provided to the Licensee, as specified in an Ordering Document. The Ordering Document, together with the Services Definitions and Service-Specific Terms and Conditions, and The Terms form the Agreement between the parties. In case of any inconsistency between the Ordering Document and The Terms, The Terms shall prevail unless the Ordering Document expressly modifies The Terms concerning such an agreement.

Licensee and ZenBee agree as follows:

The term “ZenBee” is defined in Section 13.11, as indicated hereafter.

“Licensee” refers to the party identified in the Ordering Document to whom ZenBee is obligated to provide products or services, regardless of whether they are designated as “licensee,” “customer,” “client,” or a similar term. If the term “Licensee” encompasses multiple legal entities, then each entity is jointly and severally responsible for meeting the obligations set forth in this Agreement. Any act, notice, or signature from one or more individuals included in the “Licensee” shall be binding on all entities under “Licensee” regarding their rights and obligations, including but not limited to the renewal, extension, termination, or modification of this Agreement.


1.1 ZenBee, either directly or through an affiliate, agrees to provide the products and/or services specified in the Ordering Document to the Licensee (hereinafter referred to as the “Services”). The Services may consist of information, such as the “Licensed Materials,” access to and/or utilization of software or other technology, such as the “ZenBee Technology,” or other services, including premium support. The Services may be defined in further detail by the Services Definitions and Service-Specific Terms and Conditions that are incorporated into the Ordering Document.

ZenBee will make the Services available to the Licensee through password-protected online access, accessible using usernames and passwords, through an application programmer interface (“API”), or as otherwise agreed by the parties. Subject to the terms and conditions of this Agreement, ZenBee grants the Licensee a non-exclusive, non-transferable license to access and use the Services during the term of this Agreement, in accordance with the provisions outlined in this Agreement.

1.2 The Services will be provided in their current state and will be updated and revised throughout the Term. The information provided as part of the Licensed Materials may be regularly updated and supplied based on the criteria used to define the scope of the subscribed Services. The Licensee acknowledges and understands that the contents of Licensed Materials will change over time as the data is updated, and that it has the right to access and use the subscribed data as it exists at any given time.

Certain portions of the Services may be provided by ZenBee’s third-party licensors, and the ability of ZenBee to provide such information may be contingent upon the willingness of such licensors to continue their association with ZenBee. The features and functionalities of the ZenBee Technology are supplied “as is”, and may be modified, supplemented, or removed at ZenBee’s sole discretion, without any obligation to the Licensee. ZenBee shall not be held liable for any alteration to any Service, provided that the product or service provided is substantially in accordance with the description in the Ordering Document.

1.3 Licensee agrees and acknowledges that ZenBee, or its affiliates, retain all right, title, and interest, including intellectual property rights, in the Licensed Materials, the ZenBee Technology, and any related documentation. Licensee understands and agrees that this Agreement does not transfer any ownership or right, title, or interest in the Licensed Materials or ZenBee Technology, except for the limited license granted under this Agreement. Licensee further acknowledges that the Licensed Materials are valuable and unique and that no ownership interest is granted to Licensee in any of the information or materials contained therein.

Licensee also acknowledges and agrees that any trademarks, service marks, copyrights, patents, or other intellectual property rights comprising the Licensed Materials or ZenBee Technology are the sole property of ZenBee, its affiliates, or its licensors. Licensee is not granted any rights to use such intellectual property except as expressly provided in this Agreement. Any other trademarks, registered trademarks, product names, or company names mentioned in the ZenBee Technology belong to their respective owners, and their mention does not imply endorsement, sponsorship, or recommendation by ZenBee.

1.4 Third Party Applications. To clarify, this section explains that Third Party Applications refer to computer software programs and other technologies that are provided or made available to Licensee or Authorized Users by third parties. ZenBee may provide Integration Tools to allow Licensee to use ZenBee Technology and the Licensed Materials to interoperate with one or more Third Party Applications. However, ZenBee is not responsible for any Third Party Applications or websites linked to by ZenBee Technology. Licensee is not allowed to integrate Licensed Materials into any Third Party Applications for the purpose of allowing unauthorized persons to access or use the Licensed Materials.

1.5 Support. As per the agreement, ZenBee will provide reasonable assistance and ongoing support to Licensee and Authorized Users for accessing the Licensed Materials. The support can be accessed via email, online chat, or phone during normal business hours, and ZenBee will make reasonable efforts to acknowledge support requests within 24 business hours. However, any premium support services are subject to specific terms and conditions that may be included in the Ordering Document.


2.1 Authorized Users. This section of the agreement outlines the rules and restrictions related to the use of the Services by the Licensee and its Authorized Users. The Licensee is allowed to designate persons as users of the Services, known as Authorized Users, up to the number of Authorized Users subscribed as stated in the Ordering Document. Each Authorized User will be provided with a unique username and password, and such credentials may not be shared or used by anyone who is not an Authorized User.

If any Authorized User’s login credentials are disclosed to anyone who is not an Authorized User but who would satisfy the qualification requirements of Section 2.2, such disclosure will be considered as Licensee’s subscription to additional Authorized Users equal to the number of persons to whom such credentials were disclosed. If Licensee designates additional persons as Authorized Users beyond the subscribed number, ZenBee may charge an additional Subscription Fee equal to the prevailing per-Authorized User rate multiplied by the period from the date of designation until the end of the then-current Term.

The Licensee is responsible for ensuring that all Authorized Users comply with the terms of the agreement, including the restrictions on the use and transfer of Licensed Materials. The Authorized Users must provide certain identifying information, including their name and a business email address, and may be required to accept an end-user license agreement agreeing to ZenBee’s privacy policy and representing that they are authorized to access the Services on the Licensee’s behalf.

2.2 Qualification of Authorized Users. Correct, Licensee may only designate natural persons who are employees of the Licensee as Authorized Users. Designating non-employees, such as independent contractors, as Authorized Users requires prior permission from ZenBee and requires that the Licensee takes reasonable steps to ensure that such non-employees use the Services only as permitted under the Agreement. If an Authorized User’s employment with the Licensee terminates, their authorization to access the Services will be automatically revoked without any further action by ZenBee, and the Licensee must promptly notify ZenBee and take steps to ensure that the former employee ceases accessing the Services.

2.3 Authorized Uses, Restrictions. This section outlines the restrictions and permitted uses of the Services and Licensed Materials by Licensee. Licensee is only permitted to use the Services for their own business-to-business sales, marketing, recruiting, or business development activities. Licensees may not use the Services for the benefit of any person or entity other than themselves. They may view the Licensed Materials, communicate with Licensed Materials Contacts related to their profession, business, or employment, and use the Licensed Materials to identify prospective sales opportunities and analyze data for business purposes.

Licensee may not allow anyone who is not an Authorized User to access the Services or Licensed Materials. They may not distribute, sublicense, transfer, sell, offer for sale, disclose, or make available any part of the Services or Licensed Materials to any third party. Licensee may not incorporate any part of the Services or Licensed Materials into their own products or services.

Upon termination of the Agreement, Licensee must cease accessing the Services and using the Licensed Materials. However, Licensee may keep records of any responsive communication from a Licensed Materials Contact and may continue to use such information in a manner consistent with this Agreement.

Finally, Licensee must not use the Services to determine a consumer’s eligibility for credit or insurance for personal, family, or household purposes, employment, government license or benefit, or any other purpose governed by the Fair Credit Reporting Act.

2.4 Permitted Use of ZenBee Technology, Restrictions. Correct, Licensee is allowed to use the ZenBee Technology only for the purpose of accessing and using the Licensed Materials as permitted by the Agreement. The Licensee cannot reverse engineer, modify, distribute, or display any of the ZenBee Technology or related documentation other than to Authorized Users. Licensee cannot share, sell, rent, or lease access to the ZenBee Technology or use it for any timesharing, service bureau, or similar business. They are not allowed to create any security interest in the ZenBee Technology, alter or remove any proprietary notices or labels, or employ any measure intended to circumvent limitations to purchased credits or Authorized Users. Additionally, they cannot use automated means, such as bots or crawlers, to access any ZenBee Technology or extract information therefrom, except such means as are included within the ZenBee Technology or approved in advance in writing by ZenBee. The Licensee may only use the ZenBee Technology in accordance with the Agreement and not for the benefit of any third party, except with ZenBee’s express prior written permission.

2.5 Limitations on Use of the Services. In summary, Licensee must use the Services and ZenBee Technology in a responsible and professional manner, consistent with the intended and permissible uses outlined in the agreement. Licensee must not attempt to override or circumvent any security feature, control, or use limits of the ZenBee Technology, and must not use the Licensed Materials or ZenBee Technology for commercial purposes not permitted under this Agreement. ZenBee may place reasonable use limits to prohibit excessive use and may remove or modify a particular limitation at its sole discretion if the proposed use is in good faith and consistent with the Agreement. Finally, any Licensed Materials downloaded or integrated into Third Party Applications must be identified as originating from ZenBee.

2.6 Licensee Data. Licensee is responsible for all Licensee Data and must ensure that they have the necessary rights and authority to provide such data to ZenBee. Licensee must also comply with all applicable laws and regulations, including those related to privacy, and obtain any necessary consents or notices required for the use of the Services.

2.7 Unauthorized Access and Use. If ZenBee has a reasonable belief that Licensee or any Authorized User is engaged in or facilitated any unauthorized access or use of the Licensed Materials or ZenBee Technology in violation of the agreement, ZenBee may immediately suspend Licensee’s access to the Licensed Materials and/or ZenBeeTechnology until such violation is resolved to ZenBee’s reasonable satisfaction. During the period of suspension, ZenBee will not be liable to Licensee, and Licensee’s obligation to pay the Subscription Fee will not be affected. The suspension will not have any effect on the term of the agreement either.


3.1 Term. As per the language of the Agreement, the Initial Term of the Agreement is specified in the Ordering Document, and the Agreement is not cancellable. It will remain in effect until it expires or is earlier terminated according to its terms. Therefore, the Licensee cannot terminate the Agreement before the end of the Initial Term, and ZenBee may terminate the Agreement if the Licensee breaches any of the terms and conditions of the Agreement.

3.2 Automatic Extension of the Term. Unless either party provides written notice to the other party 60 days prior to the last day of the Term, the Term will automatically extend for a period equal to the length of the Initial Term or one year, whichever is longer. If the Term is extended, Licensee shall remain subscribed to the same Services it was subscribed to on the Extension Date and shall pay Subscription Fees for such Services during the extension period. The Subscription Fees shall be equal to the annualized amount of the Subscription Fee applicable to all Services to which Licensee was subscribed as of the Extension Date, plus 10% of such fee, plus any applied discount, multiplied by the length of the term in years. The Subscription Fees for the period of extension shall be due upon extension of the Term and shall be payable as invoiced, which may be on an annual basis or in a manner substantially consistent with the payment schedule that applied to the Agreement as of the Extension Date, in ZenBee’s discretion.

3.3 Termination. Either party has the right to terminate the agreement if the other party materially breaches the agreement and does not remedy the breach within thirty days of receiving written notice. Additionally, the parties may mutually agree to terminate the agreement at any time.

3.4 Effect of Termination.

3.4.1 Expiration or Termination for any Reason. Additionally, upon expiration or termination of this Agreement, Licensee agrees to immediately cease using the Licensed Materials and ZenBee Technology. Any provisions of this Agreement that by their nature should survive expiration or termination of this Agreement shall survive, including without limitation, provisions related to confidentiality, limitation of liability, indemnification, and dispute resolution.

3.4.2 Termination by ZenBee. If ZenBee terminates this Agreement due to an uncured material breach by Licensee, then all Subscription Fees payable for the remainder of the then-current Term become immediately due and payable to ZenBee. This means that Licensee must promptly remit all such fees to ZenBee.

3.4.3. Termination by Licensee. If this Agreement is terminated by Licensee due to an uncured material breach by ZenBee, ZenBee shall promptly refund the pro-rata amount of any pre-paid Subscription Fees attributable to periods after the date of such termination.


4.1 Licensee is required to pay all fees stated in the Ordering Document and any other fees applicable to its subscription to Services, which are referred to as the Subscription Fee. The Subscription Fees are due upon execution of the Ordering Document, or notice of a deemed subscription, and payable on the terms set forth therein. If no payment schedule is specified for any Subscription Fees, the entire amount is payable within 30 days of ZenBee’s transmission of an appropriate invoice. It’s important to note that all amounts payable by Licensee under this Agreement must be paid to ZenBee without setoff or counterclaim, and without any deduction or withholding. Furthermore, ZenBee’s acceptance of partial payment or any payment of less than the full amount payable at any given time shall not constitute a waiver or release of ZenBee’s right to unpaid amounts.

4.2 ZenBee may, at its sole discretion, choose to (a) restrict or suspend Licensee’s access to the Licensed Materials until all past-due payments are made, (b) terminate this Agreement, or (c) accelerate the payment of Subscription Fees such that all unpaid Subscription Fees become immediately payable. In addition, ZenBee has the right to charge interest at the rate of 1.5% per month (or the highest rate permitted by law) on any late payments. Any restriction or suspension of Licensee’s online access to the Licensed Materials during a period of non-payment shall not affect the Term of the Agreement or Licensee’s obligation to pay the Subscription Fee.

4.3 Licensee is responsible for any applicable taxes related to their subscription, and ZenBee may add any applicable taxes to Licensee’s invoice unless Licensee provides a valid tax exemption certificate. Licensee is also required to indemnify, defend, and hold harmless ZenBee against any actual or threatened claims, actions, or proceedings of any taxing authority arising from or related to the failure to pay taxes owed by Licensee. However, ZenBee is solely responsible for taxes based upon ZenBee’s net income, assets, payroll, property, and employees.


5.1. ZenBee’s Privacy Policy, which is available at or as otherwise indicated by ZenBee, will govern ZenBee’s handling of Licensee’s personal information. Licensee agrees to comply with ZenBee’s Privacy Policy and acknowledges that ZenBee may modify its Privacy Policy from time to time in its sole discretion. Licensee’s continued use of the Services after any such modification constitutes Licensee’s acceptance of the modified Privacy Policy.

5.2. For purposes of this Agreement, “Confidential Information” refers to non-public information belonging to a party or its affiliates, including inventions, discoveries, improvements, and copyrightable material that have not been patented, published, or copyrighted; proprietary processes, methods, equipment, and apparatuses not generally available or known to the public; current research and development data, technical specifications, plans, drawings, and sketches; business information such as product costs, vendor and customer lists, lists of approved components and sources, price lists, production schedules, business plans, and sales and profit or loss information not yet announced or disclosed to the public; and any other information or knowledge not generally available to the public. The Licensed Materials are subject to other restrictions under this Agreement and are not considered Confidential Information. Business contact or firmographic information regarding third parties is also not included in the definition of Confidential Information. ZenBee’s business terms, including pricing and access, shall be considered Confidential Information.

5.3. Both parties are obligated to maintain the confidentiality of the other party’s Confidential Information, whether obtained before or during the term of the agreement. Such information shall be protected with reasonable care, and neither party may disclose or make available any part of it to any third party without prior written consent from the other party, except for the performance of the agreement. The restrictions do not apply to Confidential Information that was already known by the receiving party, lawfully disclosed by a third party, generally available to the public, or independently developed by the receiving party without reference to the Confidential Information. Both parties are responsible for ensuring that their employees and subcontractors also adhere to these confidentiality provisions. Upon written request from the disclosing party, all Confidential Information shall be returned or destroyed. However, the receiving party may disclose the disclosing party’s Confidential Information if required by law or legal process, provided that the receiving party gives prior written notice to the disclosing party, uses diligent efforts to limit disclosure to what is legally required, and reasonably cooperates with the disclosing party in obtaining a protective order or other legal protection.

5.4 Personal Information. In accordance with applicable laws, rules, and regulations regarding privacy and the lawful processing of personal information, both parties shall comply when transmitting or receiving personal information under this Agreement. If either party determines that it can no longer meet compliance obligations under applicable privacy or data protection laws, it shall immediately notify the other party. If personal data obtained by Licensee under this Agreement is subject to the GDPR or the UK GDPR, each party agrees to comply with all applicable provisions and acknowledges that it is a controller with respect to such data as defined in the GDPR. Licensee shall not use any information subject to the UK/EU GDPR unless it has a legitimate interest or another lawful basis to process such information. ZenBee may publish a list of persons who have requested the removal of their personal information from ZenBee’s database within the ZenBee Technology. Licensee shall review such list at least once per month and remove from its possession any Licensed Materials Contact records relating to such persons unless Licensee has established an independent lawful basis to process such personal information.

5.5 Data Cleansing, Matching, and Related Requests. The Licensee is aware that they may have the option to send business contact information to ZenBee through Integration Tools or other means, for the purpose of matching, cleansing, or updating records with information from ZenBee’s database. If such information is transmitted, ZenBee will make commercially reasonable efforts to respond to the request by researching, verifying, and supplementing its commercial database with the submitted information. Additionally, ZenBee may use email deliverability data (such as email “bounce” data) from Licensee’s use of ZenBee Technology to enhance its database by eliminating invalid email addresses from the Licensed Materials.

5.6 Related Information. ZenBee has the right to access, collect, and use any information related to Licensee’s use of the Services for various purposes, including customer and technical support, compliance, and to enforce ZenBee’s rights. ZenBee may also share this information with its partners or affiliates for similar purposes. Licensee grants ZenBee and its affiliates the perpetual right to use this information for testing, developing, improving, and enhancing ZenBee’s products and services, as well as creating derivative works, provided that the source of the information is not identifiable.


6.1 Each party is representing and warranting that it is legally authorized to enter into the agreement and that doing so does not violate any legal obligations that they are already bound to.

6.2 The Licensee is representing and warranting that they will not engage in any conduct that violates applicable laws or third-party rights in connection with this Agreement, including their use of the Services.

6.3 ZenBee represents and warrants that it has all necessary authority and permissions to provide Licensee with access to the Licensed Materials and ZenBee Technology.


7.1 Remedies not Exclusive. The remedies provided in this Agreement are not exclusive, and the parties may pursue any other remedies available to them at law or in equity, unless the Agreement expressly states that a remedy is exclusive.

7.2 Provisional Remedies. This provision acknowledges that the unauthorized disclosure of confidential information or licensed materials may cause irreparable harm to the other party, and that monetary damages may be insufficient to compensate for such harm. As a result, the affected party may seek an injunction, temporary restraining order, or other provisional remedy to prevent further harm without being required to post a bond or other security.

7.3 Liquidated Damages. Licensee acknowledges that the Licensed Materials are meant for its own use only and that any disclosure or use of the Licensed Materials Contacts for the benefit of a third party would cause damage to ZenBee that would be difficult to quantify. If Licensee negligently or intentionally discloses Licensed Materials Contacts to a third party, allows third-party access to Licensed Materials Contacts records through ZenBee Technology login credentials issued to an Authorized User, or uses Licensed Materials Contacts for the benefit of or on behalf of a third party, then ZenBee is entitled to damages from Licensee. The damages are a liquidated amount of $1.00 per Licensed Materials Contact record that is disclosed, used, or made available to a third-party recipient or beneficiary.


8.1 Attorney Fees. If a dispute arises under this Agreement and one party prevails in enforcing the terms of the Agreement, then that party is entitled to recover its reasonable costs and expenses actually incurred, including reasonable attorney fees.

8.2 Mandatory Arbitration. This section of the Agreement outlines the process for resolving disputes through arbitration. The parties agree to settle any disputes, claims, or controversies related to the Agreement through arbitration, with a single arbitrator hearing the case. The arbitration award will be final and binding and can be entered in any court with jurisdiction. However, this section does not prevent parties from seeking provisional remedies from a court. The arbitrator has the power to award any remedy allowed by applicable law, except for punitive, exemplary, or multiple damages, except in cases of gross negligence or intentional misconduct. The arbitrator cannot award mandatory or prohibitory injunctive relief, except for temporary relief or to secure payment of an award. Additionally, the arbitrator cannot award damages exceeding the limits set forth in this section or Section 10 (Limitation of Liability) of the Agreement. This section applies only to disputes that are not Litigation Claims. The term “Litigation Claims” is not defined in this excerpt, but it likely refers to claims that are specifically excluded from arbitration and must be resolved in court.

8.3 Class Action Waiver. All disputes, controversies, or claims arising from or related to this Agreement, including any breaches thereof, shall only be pursued and resolved on an individual basis and not as part of a class or collective action. No party shall prosecute or defend any such dispute, controversy, or claim in a representative or private attorney general capacity. The arbitrator shall not have the authority to consolidate any arbitration under this Agreement with any other arbitration unless all parties involved have agreed to it, nor shall the arbitrator address any matter on a non-individual, class, collective, representative, or private attorney general basis.

8.4 Litigation Claims. The parties agree that certain claims, known as “Litigation Claims,” shall be resolved through litigation rather than arbitration. These claims include: (a) claims related to provisions involving claims by third parties against a party to this Agreement; (b) claims by a party for unauthorized use or misuse of the other party’s Confidential Information; (c) claims by ZenBee to collect Subscription Fees; and (d) claims for mandatory or prohibitory injunctive relief, except for temporary relief in aid of arbitration or to secure the payment of an arbitration award. The Litigation Claims are expressly excluded from arbitration and may only be resolved through litigation, unless otherwise agreed upon in writing by the parties.


9.1 Licensee agrees to defend, indemnify, and hold harmless ZenBee, its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns against any and all actual or threatened claims of third parties arising out of or in connection with: (a) Licensee’s violation of any law while accessing or using the Licensed Materials, (b) Licensee’s breach of any provision of this Agreement, (c) Licensee’s transmission of any information, messages, or materials to any Licensed Materials Contact in violation of any law or third-party rights, or (d) the use of the Licensed Materials or ZenBee Technology by any third party to whom Licensee has provided access, including those who obtained access using the usernames and passwords assigned to Licensee and its personnel.

9.2 ZenBee will provide indemnification to Licensee for any damages awarded by a court of competent jurisdiction or for any amounts paid by Licensee under a settlement approved in writing by ZenBee in relation to a legal proceeding brought by a third party alleging that the Licensed Materials or ZenBee Technology infringe or violate the intellectual property rights of the third party. However, ZenBee will not be obliged to provide indemnification if the allegation does not specifically state that the Services are the basis of the claim against Licensee, if the claim against Licensee arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by ZenBee (unless the Services or their use would infringe without such combination), or if the claim against Licensee arises from Licensee’s breach of the Agreement.

9.3 To be eligible for indemnification under this Agreement, the party seeking indemnification must fulfill the following requirements: (a) promptly provide written notice to the indemnifying party of any claim or proceeding, (b) allow the indemnifying party to have exclusive control of the defense and settlement of the claim or proceeding (with the exception that the indemnifying party may not settle any claim or proceeding unless it releases the indemnified party from all liability), and (c) offer the indemnifying party any reasonable assistance, which the indemnifying party will pay for. This section outlines the sole liability of the indemnifying party and the exclusive remedy of the indemnified party for any claim or proceeding subject to indemnification under this Agreement.


Subject to applicable law and except in cases of gross negligence or intentional misconduct by a party or its agent, neither party shall be liable to the other party for any punitive, exemplary, multiple, indirect, consequential, special, lost business, lost or corrupted data, or lost profits damages arising from or related to this Agreement, whether foreseeable or unforeseeable, even if advised of the possibility of such damages. If ZenBee fails to fulfill its obligations under this Agreement, Licensee’s sole and exclusive remedy is to terminate this Agreement by written notice to ZenBee and receive a prorated portion of the Subscription Fees that Licensee paid. ZenBee’s maximum liability to Licensee is limited to the amounts Licensee paid to ZenBee under this Agreement in the twelve (12) months preceding the event giving rise to Licensee’s cause of action, except for liability arising from Licensee’s or its agent’s gross negligence or intentional misconduct or Licensee’s indemnification obligations under this Agreement. Licensee’s maximum liability to ZenBee is limited to two times (2x) the amount of the Subscription Fee, except for liability arising from Licensee’s or its agent’s gross negligence or intentional misconduct or Licensee’s indemnification obligations under this Agreement.


The Licensed Materials, ZenBee Technology, and any other services are provided on an “as is” and “as available” basis, and neither party provides any additional representation or warranty, express or implied (either in fact or by operation of law), or statutory, for any matter whatsoever. Each party disclaims all implied warranties of merchantability, fitness for a particular purpose, quality, accuracy, title, and non-infringement. Furthermore, neither party has the right to make or pass on any representation or warranty on behalf of the other party to any third party.

ZenBee explicitly disclaims any representation, covenant, warranty, or promise that the services can be used or relied upon to comply with any law, rule, regulation, industry standard, or policy, nor that the services will ensure compliance by Licensee or any other party. ZenBee expressly disclaims any such representation, covenant, warranty, or promise to the fullest extent permissible by applicable law. If Licensee intends to use any of the services for the purpose of complying with any law, rule, regulation, industry standard, or policy, Licensee acknowledges and agrees that such services are provided “as is,” and Licensee is solely responsible for its compliance. Licensee agrees that ZenBee will not be liable to Licensee for its use of or reliance on any services for such purposes. This paragraph does not intend to reduce, amend, or release any express representations and warranties stated in this agreement.


Licensee must maintain accurate records of their use of the Licensed Materials and ZenBee Technology during the term of this Agreement and for two years after its termination or expiration. The records should be sufficient to demonstrate compliance with this Agreement. ZenBee and its auditors have the right to examine these records and any systems used by Licensee related to the Licensed Materials, with reasonable notice during normal business hours. The scope of the audit will only verify Licensee’s compliance with the terms of the Agreement. The cost of the audit will be paid by ZenBee unless significant non-compliance with the Agreement is discovered, in which case Licensee must reimburse ZenBee for reasonable out-of-pocket expenses incurred in performing the audit.


13.1 Licensee grants ZenBee the authorization to use Licensee’s name and logo for marketing purposes, unless Licensee revokes such authorization in writing.

13.2 Unless otherwise explicitly mentioned, all monetary values stated in this Agreement are in US dollars.

13.3 This Agreement is the only agreement between the parties and replaces any prior written or verbal communications, understandings, or agreements related to the subject matter. Any active subscription for ZenBee Services specified in an Ordering Document or other agreement between the parties will be governed by the terms of this Agreement.

13.4 ZenBee has the right to propose changes to this Agreement at any time, and will provide notice of such proposed changes in a manner allowed by the Agreement. If Licensee does not object to the proposed changes within thirty (30) days of the notice, the changes will be considered accepted and will become part of the Agreement. If Licensee objects to the proposed changes, the changes will not be implemented and the existing terms will continue in effect. No other modifications or waivers of any provision of this Agreement will be valid unless made in writing and signed by authorized representatives of both ZenBee and Licensee.

13.5 ZenBee and its affiliates will not be held liable for any delay or failure to fulfill their obligations under this Agreement if such delay or failure is caused by events beyond their reasonable control, including, but not limited to, acts of God, labor disputes, power or telecommunication outages, natural disasters, blockades, government orders, terrorism, or war.

13.6 In the event that any provision of this Agreement is found to be unenforceable, it will either be modified to the minimum extent necessary to make it enforceable (if permitted by law) or disregarded (if not permitted by law), and the remaining provisions of this Agreement will continue to be in effect. Any obligations or duties that naturally extend beyond the expiration or termination of this Agreement will remain in effect despite such expiration or termination.