Version 8.1 | Effective Date: November 30, 2025
1 ENTITY REPRESENTATION AND ACCEPTANCE
2 AGREEMENT STRUCTURE AND HIERARCHY
3 SERVICE SCOPE
4 VERSION AND LAST UPDATED
5 LICENSE GRANT AND RESTRICTIONS
6 USE OF THE SERVICE
7 ACCOUNT ACCESS
8 BILLING, PAYMENT, AND RENEWAL
9 TERMINATION
10 TRIAL/POC TERMS
11 TECHNICAL SUPPORT
12 SERVICE AND THIRD-PARTY RULES
13 PRIVACY AND DATA MANAGEMENT
14 ACCOUNT INFORMATION, SECURITY, AND CUSTOMER DATA
15 REPRESENTATIONS, WARRANTIES, INDEMNIFICATION, AND LIABILITY
16 CONFIDENTIALITY
17 DISPUTE RESOLUTION POLICY
18 MISCELLANEOUS
19 ADDITIONAL TERMS
20 NALPEIRON CONTACT DETAILS
21 COPYRIGHT NOTICE
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, AND ALL REFERENCES TO "YOU" SHALL INCLUDE SUCH ENTITY. BY ACCESSING OR USING THE PRODUCT, YOU AGREE TO BE BOUND BY THESE TERMS.
"Account" means the Customer's subscription account for accessing the Service.
"Agreement" means these Electronic License Terms and Conditions, together with any Orders, Exhibits, and Amendments.
"Billing period" means the next time you are invoiced, be that monthly, yearly or on the next time we raise an invoice to you.
"Customer" or “Licensee means the entity or individual subscribing to the Service.
"Documentation" means the technical documentation, user guides, and specifications provided by Nalpeiron for the Service.
"Effective Date" means the date the Order is signed by both Parties, unless the Order itself specifies a different start or effective date.
"Enterprise customer" means customers with annual revenue of $5 million USD or greater.
"Enterprise % customer" means customers with a contract where the charges are related to protected revenues reported to Nalpeiron.
"Good faith estimate" means the Customer's projected revenues for product(s) sales managed through the Zentitle service. It is calculated using the company's internal financial plans for the coming year.
"License Level" means the authorized usage level specified in the applicable Order.
"Order" means a purchase order, order form, or other ordering document executed by both Parties.
"Overage" means usage that exceeds the License Level specified in an Order.
"Products" means products or services managed through the Zentitle platform even if they are delivered as a service, firmware, software, or hardware with embedded firmware that calls the Zentitle service, or anything else.
"Protected revenues" means all revenues directly attributable to the sale, license, subscription, lease, or other monetization of Products that are managed, controlled, protected, or licensed through the Nalpeiron Growth Platform, including but not limited to:
Included Revenues:
(a) Initial purchase prices, license fees, and one-time charges for Products;
(b) Recurring subscription fees, SaaS fees, or rental charges for Products;
(c) Usage-based fees, metered charges, or transaction fees for Products;
(d) Maintenance, support, and update fees that are bundled with, required for, or related to Product access or use;
(e) Upgrade fees, version upgrade charges, or feature unlock fees;
(f) Revenue from Products delivered as software, firmware, hardware with embedded firmware, or services that call or authenticate through the Nalpeiron Growth Platform;
(g) Revenue from tiered product offerings, add-on modules, or premium features where any tier or component uses the Nalpeiron Growth Platform;
(h) Early access fees, beta access fees, or preview version charges;
(i) Revenue-sharing payments received from distributors, resellers, or partners for Products managed through the Nalpeiron Growth Platform.
"Renewal Term" means each successive subscription period following the Initial Term.
"Service" means the Nalpeiron Growth Platform and related services as described in the Documentation.
"SLA" means Service Level Agreement.
"SMB customer" means small and medium business customers with annual revenue below $5 million USD.
"Term" means the Initial Term plus any Renewal Terms.
These Terms govern any executed ordering document (including order forms, sales orders, proposals, or quotes) to which they are attached or incorporated (the "Order"). Together, these Terms and the Order constitute this "Agreement." In the event of conflict between these Terms and the Order, these Terms shall prevail unless the Order expressly states otherwise.
These Service Terms apply to Nalpeiron's licensing services, known as Zentitle (v10) and The Nalpeiron Growth Platform (Zentitle2, Zengain, and Zenmeter), collectively referred to as the "Service" (new services effective October 1, 2023). These are separate service offerings contracted and invoiced separately.
This Agreement is a legal contract between you ("Customer" or "Licensee") and Nalpeiron for the provision of the Service. If you purchase or use our services, this Agreement governs your purchase and use of such services. If you do not agree to these terms, you have no right to access or use the Service.
4.1.1 Superseding Effect. These Terms replace all prior agreements between the parties. Previous versions are revoked effective as of the publication date.
4.1.2 Effective Date. Amendments become effective immediately upon publication. Continued use of the Service after publication means you accept the changes.
4.1.3 Which Version Applies.
(a) Event Date Controls. The version in effect when an event occurred governs any dispute about that event.
(b) Existing Customers. For customers with paid subscriptions as of November 30, 2025: events before that date are governed by the version in effect at the time (e.g., Version 7.2.3). Neither party can apply Version 8.0 to pre-November 30, 2025 events.
(c) New Events. Events on or after November 30, 2025 are governed by Version 8.0 or later.
(d) No Retroactive Application. Customer may not claim Version 8.0 rights (including enhanced refunds or termination rights) for events or claims before November 30, 2025. Both parties retain all rights and defenses under prior versions for historical claims. Continued use after November 30, 2025 means you agree to this non-retroactive application.
4.1.4 Exceptions. These Terms do not affect: (a) claims that arose before the amendment; (b) payment rights for services already provided; or (c) obligations that survive termination.
4.1.5 Material Changes. If Nalpeiron makes a material change that substantially affects your rights, you may object in writing within 30 days and terminate under Section 9.5.
4.1.6 Notification. Material changes will be posted here and sent to your email on file.
Nalpeiron grants you a non-exclusive, non-transferable, worldwide right to use the Service solely for your internal business purposes, subject to this Agreement. Nalpeiron and its licensors reserve all rights not expressly granted.
You may not access the Service if you are a direct competitor of Nalpeiron without prior written consent, or for monitoring, benchmarking, or competitive purposes.
Customer shall not (in whole or in part):
(a) Copy, frame, or mirror the Platform or Company Content;
(b) Sublicense, resell, or distribute the Platform or Company Content to third parties;
(c) Publicly perform, display, or communicate the Platform or Company Content;
(d) Modify, create derivative works, or reverse engineer the Platform or Company Content;
(e) Remove or alter proprietary rights notices;
(f) Circumvent security features or technical protections;
(g) Use the Platform to develop competing products or services;
(h) Transmit malware, viruses, or malicious code;
(i) Use virtualization, multiplexing, or pooling to reduce licensed users or endpoints;
(j) Forge identifiers to disguise the origin of content;
(k) Impose unreasonable loads on servers, network, or infrastructure;
(l) Conduct or publish performance testing or benchmarking without prior written approval; or
(m) Send spam, unlawful content, or material that infringes third-party rights or violates applicable laws.
The Customer acknowledges that the use of the Platform is at the Customer's own risk, and the Company bears no liability for the Customer's or User's use of the Service.
Upon payment of the applicable fees, you will receive access to Nalpeiron servers and be able to create user accounts according to your subscription level. Users may access the Service solely on your behalf to provide Service capabilities for your software products incorporating properly licensed Nalpeiron software. The Service is available 24/7, excluding scheduled maintenance and downtime.
6.2.1 Material Modifications. Nalpeiron will provide at least thirty (30) days' prior written notice before making any Material Modification to the Service. For purposes of this Section, a "Material Modification" means any change that:
(a) removes or substantially diminishes core functionality that Customer is actively using;
(b) materially degrades Service performance or availability; or
(c) materially and adversely affects Customer's ability to access or use the Service as contemplated in the Documentation. Material Modifications do not include: (i) updates or enhancements that add new features or functionality; (ii) modifications required to comply with applicable law or court order; (iii) changes to user interface, design, or user experience that do not remove core functionality; or (iv) routine maintenance, updates, patches, or bug fixes.
Where reasonably practicable, if Nalpeiron discontinues a feature or functionality, Nalpeiron will use commercially reasonable efforts to provide substitute functionality that achieves substantially similar results, or will work with Customer in good faith to identify workarounds or alternative solutions.
6.2.2 Customer Termination Right. If Nalpeiron makes a Material Modification that substantially impairs Customer's use of the Service the customer may choose to terminate all or part of their contract with Nalpeiron their contract with Nalpeiron and request a refund based in the terms outlined in the refund policy 9.5. Customer's termination notice must specifically identify: (i) the Material Modification at issue; (ii) the specific ways in which the modification substantially impairs Customer's use of the Service; and (iii) the effective date of termination (which must be on or after the effective date of the Material Modification).
6.2.3 Non-Material Changes. Nalpeiron may make non-material changes, improvements, and updates to the Service without prior notice, including changes to features, functionality, user interface, and Service capacity. Nalpeiron will use commercially reasonable efforts to ensure such changes do not negatively impact the quality or performance of the Service.
6.2.4 Emergency Modifications. Notwithstanding the foregoing, Nalpeiron may immediately change, suspend, or discontinue any aspect of the Service without prior notice when Nalpeiron reasonably determines such action is necessary to:
(a) address an imminent security threat or vulnerability;
(b) prevent system abuse, fraud, or illegal activity;
(c) comply with applicable law, regulation, or court order;
(d) respond to a Force Majeure event as defined in Section 17.4; or
(e) prevent or mitigate a Service outage or degradation affecting multiple customers. Nalpeiron will provide notice of any such Emergency Modification as soon as reasonably practicable and will use commercially reasonable efforts to minimize disruption to Customer's use of the Service.
To access the Service, you must establish an account with a valid login name, password, and passphrase. You must be a human; automated account registration is prohibited. You must provide your legal name, a valid email address, and other required information.
Each login may only be used by one person; sharing logins is strictly prohibited. Admin accounts may create separate logins per your subscription level. You authorize us to process transactions using your login credentials.
You must provide complete and accurate billing and contact information (including legal company name, address, email, and authorized billing contact) and update such information within thirty (30) days of any change. Nalpeiron reserves the right to terminate access and pursue legal remedies in the event of providing false or fraudulent information.
You are solely responsible for maintaining the confidentiality and security of all login credentials for your organization and must notify us immediately of any unauthorized use or disclosure. You are liable for all unauthorized activities and charges made using your credentials. Nalpeiron has no liability for unauthorized use or misuse of your credentials. Nalpeiron reserves the right to refuse or cancel login IDs that violate this Agreement.
Nalpeiron may suspend access if unusual or material spikes in usage occur that are reasonably suspected to be fraudulent or materially impact Service operations. Nalpeiron will provide notice before suspension, where legally permitted and where such notice does not pose a security risk. Nalpeiron will reinstate access promptly once Customer resolves the issue.
Fees are based on the Customer's revenue classification:
8.1.1 Misrepresentation: Intentional misrepresentation of revenue classification constitutes a material breach and may result in: (i) immediate retroactive billing adjustments to the correct tier for all affected periods; (ii) interest charges of 1.5% per month on underpaid amounts; and (iii) immediate termination rights for Nalpeiron under Section 9.2.2(d).
8.1.2 Pricing Application: Once revenue classification is determined, the applicable pricing tier remains in effect for the entire Initial Term or Renewal Term, even if revenue fluctuates during that period, except that Nalpeiron may adjust pricing mid-term upon discovery of misrepresentation.
To cancel a subscription and prevent automatic renewal, Customer must provide written cancellation notice at least sixty (60) days before the end of the current subscription term.
8.2.1 Notice Requirements:
(a) Delivery Method: Cancellation notice must be sent via email to cancelplease@nalpeiron.com with the subject line "Cancellation Request";
(b) Format: The notice must be provided as a PDF attachment containing written notice on company letterhead or including the company's full legal name and business address
(c) Required Information: The cancellation notice must include all of the following:
8.2.2 Timing and Effectiveness:
(a) Receipt Confirmation: The cancellation notice is effective upon Nalpeiron's receipt, as evidenced by email delivery confirmation. Nalpeiron will send a confirmation of receipt via email within three (3) business days. If Customer does not receive confirmation within three (3) business days, Customer should contact Nalpeiron immediately;
(b) 60-Day Minimum Notice: Cancellation notices must be both sent and received by Nalpeiron at least sixty (60) days before the end of the current subscription term to be effective for that term. The current term end date is specified in the applicable Order or can be confirmed by contacting Nalpeiron;
(c) Late Notices: Cancellation requests received with less than sixty (60) days' notice before the current term end date will be effective at the end of the subsequent Renewal Term. For example, if the current term ends on December 31 and Customer provides notice on November 15 (46 days before term end), the cancellation will be effective at the end of the next renewal term;
(d) No Retroactive Cancellation: Cancellation notices cannot be made retroactive. Customer remains liable for all fees through the effective cancellation date;
(e) Partial Cancellation: If Customer has multiple Orders or subscriptions, Customer may cancel one or more specific Orders while maintaining others, provided each cancelled Order is specifically identified in the cancellation notice.
8.2.3 Invalid Notices:
The following do not constitute valid cancellation notice:
Nalpeiron bases fees on the Licensee's revenue classification (SMB or Enterprise) and may adjust them through annual revenue verification processes. All fees are in USD and non-cancelable. The minimum contract period is twenty-four (24) months. Fees are nonrefundable except as expressly provided in Section 9.5 (Refund Policy). Customer must pay within thirty (30) days after the date of a valid and undisputed invoice. Nalpeiron will take no action for non-payment while a valid dispute is pending.
8.4.1 Applicability:
This Section applies only to Enterprise customers on percentage-based revenue pricing plans (not fixed-price plans). Customers on fixed-price subscriptions, flat-fee arrangements, or user-based pricing are not subject to true-up requirements.
8.4.2 Annual Certification Requirement:
(a) Timing: Within thirty (30) days of each anniversary of the Effective Date (each, an "Anniversary Date"), Customer must provide Nalpeiron with a written certification of actual protected revenues for the preceding twelve (12) month period (the "True-Up Period");
8.4.3 Good Faith Estimate vs. Actual Reconciliation:
(a) Initial Estimate: At the beginning of each Term, Customer provides a good faith estimate of projected protected revenues for the upcoming year, which forms the basis for initial pricing;
(b) True-Up Adjustment: The annual certification compares actual protected revenues to the good faith estimate. Nalpeiron will calculate fees based on actual revenues using the applicable percentage pricing tiers;
(c) Underpayment: If actual protected revenues exceeded the good faith estimate such that Customer underpaid fees:
(d) Overpayment: If actual protected revenues were lower than the good faith estimate such that Customer overpaid fees, Customer may be eligible for credits pursuant to Section 8.11 (True-Down Terms), subject to the limitations and eligibility requirements specified therein.
8.4.4 Audit Rights:
(a) Audit Frequency: Nalpeiron may, no more than once per calendar year, conduct an audit of Customer's records to verify the accuracy of revenue certifications;
Payment options may be made available to clients, allowing them to purchase subscriptions over a period defined at the time of sale. The minimum contract period is twenty-four (24) months. Changes to your account payments may only take place within one month of the end of the period or after the final month of your current subscription period. Nalpeiron bills the Service monthly in advance. Nalpeiron provides no refunds or credits for partial months of Service, upgrade/downgrade refunds, or refunds for months unused with an open account. Monthly payment plans do not qualify for voluntary early termination refunds.
At any time during the subscription term outlined in an Order, if Customer usage exceeds its License Level ("Overage"), Customer will correct the Overage by purchasing additional licenses within thirty (30) days of the Overage. If the Customer does not purchase licenses for the Overage within the thirty (30) day period, Nalpeiron may suspend the Customer's use of the Service by providing fifteen (15) days' prior notice. Customer agrees (a) that Nalpeiron may access to view Customer's instance(s) of the Service and (b) to provide Nalpeiron with all information reasonably required for the purpose of verifying Customer's compliance with the License Level, which may be in the form of a formal certification.
8.7.1 Invoice Timing and Payment Due Dates
Nalpeiron will invoice fees up to sixty (60) days before the start date of the contract Term. The customer must pay within thirty (30) days of the start date as provided on the invoice.
8.7.2 Consequences of Non-Payment for Renewal Terms
Nalpeiron will terminate your subscription if it does not receive Fees for a contract Term within sixty (60) days of the start date of the contract, subject to the notice and grace period provisions in Section 8.9. Terminated accounts will still be liable for any outstanding subscription fees. All amounts are in USD.
Unless either Party provides written notice of non-renewal at least sixty (60) days before the end of the then-current Term, or agrees to a new contract in writing, the subscription will automatically renew for successive periods equal to the Initial Term at Nalpeiron's then-current rates. The renewal will be subject to increases as outlined in section 8.10.
8.9.1 Payment Grace Period
If payment is not received by the due date, Nalpeiron will provide written notice via email to the Customer's registered billing contact. The customer will have a ten (10) day grace period from the date of notice to remit payment before any suspension action is taken.
8.9.2 Service Suspension for Non-Payment
If payment is not received within the grace period specified in Section 8.9.1, Nalpeiron may suspend access to the Service. Nalpeiron will keep suspended accounts inaccessible until Customer pays all outstanding fees in full.
8.9.3 Reactivation After Suspension
Upon receipt of all outstanding payments, Nalpeiron will reactivate the Account within two (2) business days. Reactivation does not extend the subscription term or provide credits for suspension periods.
8.9.4 Termination Following Extended Non-Payment
If payment remains outstanding for sixty (60) days after the original due date, Nalpeiron may terminate the Agreement upon an additional fifteen (15) days' written notice.
8.9.5 Customer Liability for Fees During Suspension
Customer remains liable for all subscription fees during any suspension period. Suspension does not relieve the Customer of payment obligations.
8.9.6 Data Retention During and After Suspension
During suspension, Nalpeiron will retain Customer data for ninety (90) days. If the Account is not reactivated within ninety (90) days of suspension, Nalpeiron may permanently delete all Customer data without further notice. Nalpeiron recommends that Customers export data before termination or suspension.
8.10.1 Annual Price Increase
Nalpeiron increases fees for Renewals annually at the current rate of 5% for non-prepaid contracts. There may be further increases depending on market conditions, in those cases written notice will be given at least sixty (60) days before the renewal date, as specified in Section 8.14.
8.10.2 Rejection of Pricing Increase
Suppose the Customer does not agree to the pricing increase. In that case, Customer may terminate the Agreement by providing written notice as specified in Section 8.2 with termination effective on the last day of the then-current Term. Nalpeiron will provide no refunds for early termination except as specified in Section 9.5.
Enterprise clients using our % revenue terms may request prorated subscription credits if actual trailing 12-month certified revenues fall below the previous good-faith estimate. Credits apply only to: (i) transactions after November 1, 2023; (ii) clients in good standing; (iii) two-year forward contracts paid yearly or in advance; and (iv) standard pricing contracts using our % revenue tiered pricing. Credits are non-refundable and non-transferable, meaning they cannot be redeemed for cash and apply only as credits toward future renewal invoices. Credits are subject to audit and void upon non-renewal. If the Customer does not renew, all unused credits are forfeited with no cash value. For the avoidance of doubt, clients using our Zentitle V10, or earlier, platform or on legacy and non-standard or discounted contracts are excluded from this clause.
For clarity, true-down credits do not constitute "refunds" under Section 9.5 and are not available as cash payments under any circumstances.
8.12.1 Mid-Term Upgrades
The customer may upgrade to a higher service tier at any time during the Term. Nalpeiron will calculate upgrade fees on a pro-rata basis for the remainder of the Term and invoice Customer immediately. Nalpeiron will implement upgrades within two (2) business days after receiving payment.
8.12.2 Mid-Term Downgrades
Downgrades to a lower service tier are not permitted during the current Term. The customer may elect a lower tier, effective at the next Renewal Term, by providing written notice at least thirty (30) days before the renewal date or work with Nalpeiron to renegotiate their contract terms. Note: Mid-term downgrades are not permitted because downgrading to a lower service tier may remove features or capabilities that Customer's deployed software actively uses. Such changes could cause service disruptions or functionality failures for Customer's end users. To avoid these risks, tier changes are only permitted at renewal.
8.12.3 No Refunds for Downgrades
Nalpeiron provides no refunds or credits for downgrades except as expressly provided in Section 9.5.
Nalpeiron will provide email notice of your renewal to discuss any material pricing changes outside these terms or your current contractual terms at least sixty (60) days before the start of the Renewal Term. Nalpeiron will send a renewal notice to the Customer's registered email address on file. Failure to object within thirty (30) days of notice constitutes acceptance of the new pricing or terms as notified.
8.14.1 Dispute Notification Timeframe
Customer must notify Nalpeiron in writing of any invoice disputes within fifteen (15) days of the invoice date. Disputes must include:
8.14.2 Undisputed Amounts Due During Dispute
The customer must pay all undisputed amounts by the original due date. Disputed amounts will not incur late fees or be subject to suspension during the dispute resolution period.
8.14.3 Dispute Resolution Process
Nalpeiron will investigate and respond to disputes within fifteen (15) business days. If the Parties cannot resolve the dispute within thirty (30) days, either Party may pursue resolution through the dispute resolution procedures in Section 17.
Either Party may terminate this Agreement:
(a) Immediately upon written notice if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice;
(b) Immediately upon written notice if the other Party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings;
(c) As otherwise expressly provided in this Agreement.
9.2.1 Termination for Non-Payment Nalpeiron may terminate this Agreement for non-payment as specified in Section 9.9.4.
9.2.2 Termination for Cause Nalpeiron may terminate this Agreement immediately upon written notice if:
(a) Customer materially breaches this Agreement and fails to cure within thirty (30) days of written notice;
(b) Customer violates Section 5.3 (Prohibited Activities);
(c) Customer's use of the Service poses a security risk or violates applicable law;
(d) Customer engages in fraudulent activity, including misrepresentation of revenue classification.
Nalpeiron will send a termination notice to the Customer's registered email address. The customer may contest the termination by providing a written response to legal@nalpeiron.com within ten (10) business days.
9.2.3 Material Breach by Nalpeiron If Nalpeiron materially breaches this Agreement, Customer must provide written notice specifying the breach. Nalpeiron will have thirty (30) days from receipt of notice to cure the breach. If Nalpeiron fails to cure within this period, Customer may terminate pursuant to Section 9.1 and may be entitled to refunds as specified in Section 9.5. Payment breaches are subject to the procedures in Section 8.9.
9.2.4 Immediate Termination Events Either Party may terminate immediately without a cure period upon:
(a) Insolvency or bankruptcy of the other Party;
(b) Cessation of business operations;
(c) Breach of confidentiality obligations in Section 16;
(d) Violation of intellectual property rights.
Additional grounds for immediate termination are specified in Section 8.9.
The Customer may terminate in the following circumstances:
(a) Performance Warranty Breach: Where the Service fails to operate in substantial conformity with the Documentation and we cannot provide an error-correction, work-around, or replacement within a reasonable time as specified in Section 15.2.
(b) Termination for Cause by Customer: Where you terminate this Agreement pursuant to Section 9.2.3.
(c) Intellectual Property Infringement Remedy: Where we terminate the Service pursuant to Section 15.5.3 because we determine that we cannot reasonably (i) obtain the right for you to continue using the Service, (ii) modify the Service to make it non-infringing, or (iii) replace the Service with a non-infringing equivalent.
(d) Claims under the Service Level Agreement (SLA): Under clause 12.11.4 (Uptime Service Level Agreement) - Termination Right - If the basis for termination is met per these SLA terms customers may terminate their contract upon written notice of their intention to do so.
9.3.1 Service Access and License Termination Upon termination or expiration of this Agreement:
(a) All licenses granted hereunder immediately terminate;
(b) Customer must cease all use of the Service;
(c) Customer's access to the Account will be disabled; (d) Customer must return or destroy all Confidential Information and Documentation.
9.3.2 Data Export and Deletion Customer may export data for sixty (60) days following notice of termination, after which Nalpeiron may permanently delete all Customer Data, subject to the retention requirements in Section 8.9.6. Customer is solely responsible for exporting data before the expiration of this period.
9.3.3 Financial Obligations Upon Termination
(a) Customer Termination for Cause: Where Customer terminates for cause pursuant to Section 9.2.3, Nalpeiron will refund Customer as specified in Section 9.5.1(b).
(b) Customer Voluntary Termination: Where Customer terminates voluntarily without cause, Customer remains liable for all fees through the end of the then-current Term. No refunds will be provided.
(c) Nalpeiron Termination for Cause: Where Nalpeiron terminates for cause pursuant to Section 9.2.2, Customer remains liable for all fees through the end of the then-current Term, plus any damages.
(d) Termination for Insolvency: Where either Party terminates due to the other Party's insolvency, all outstanding fees become immediately due and payable.
9.3.4 Survival of Terms The following sections survive termination or expiration of this Agreement: Financial Obligations Upon Termination; Limitation of Liability; Indemnification); Confidentiality); Refund Policy; Dispute Resolution; and Additional Terms.
9.5.1 Refunds Available We will provide refunds only in the following circumstances:
(a) Performance Warranty Breach: Where the Service fails to operate in substantial conformity with the Documentation and we cannot provide an error-correction, work-around, or replacement within a reasonable time as specified in Section 15.2, we will refund all fees paid in advance for Services not yet received, calculated on a pro-rata basis from the termination date to the end of the subscription term.
(b) Termination for Cause by Customer: Where you terminate this Agreement pursuant to Section 9.2.3, we will refund all fees paid in advance for Services not yet received, calculated on a pro-rata basis from the termination date to the end of the subscription term.
(c) Intellectual Property Infringement Remedy: Where we terminate the Service pursuant to Section 15.5.3 because we determine that we cannot reasonably (i) obtain the right for you to continue using the Service, (ii) modify the Service to make it non-infringing, or (iii) replace the Service with a non-infringing equivalent, we will refund all fees you paid in advance for Services not yet received, calculated on a pro-rata basis from the termination date to the end of the subscription term. This refund constitutes our entire liability and your exclusive remedy for intellectual property infringement claims.
(d) Claims under the Service Level Agreement (SLA): Under clause 12.11.4 (Uptime Service Level Agreement) - Termination Right - If the basis for termination is met per these SLA terms customers may terminate their contract upon written notice of their intention to do so and Nalpeiron will refund all fees paid in advance for Services not yet received, calculated on a pro-rata basis from the termination date to the end of the subscription term.
9.6.1 Transition Assistance Services Upon the Customer's written request made no later than thirty (30) days before the effective termination date, Nalpeiron will provide the following Transition Assistance Services for a period not to exceed twelve (12) months following termination:
(a) Service Continuation: Continued access to the Service at Customer's then-current service level, subject to payment of standard subscription fees and any applicable transition assistance charges;
(b) Data Export Assistance: Reasonable assistance with exporting Customer Data using the standard options within the service at no additional charge, or in custom formats as mutually agreed upon at Nalpeiron's then-current professional services rates;
(c) Migration Support: Technical consultation and assistance with data migration to the Customer's designated replacement system at Nalpeiron's standard professional services rates, with hours and costs to be mutually agreed upon;
(d) Documentation Transfer: Provision of available system documentation, configuration details, and integration specifications relevant to the Customer's implementation at Nalpeiron's standard professional services rates, with hours and costs to be mutually agreed upon.
9.6.2 Transition Assistance Terms All Transition Assistance Services shall be provided on a time-and-materials basis at Nalpeiron's standard rates in effect at the time of termination. The Customer shall pay all invoices for Transition Assistance Services within thirty (30) days of receipt. Nalpeiron's obligation to provide Transition Assistance Services is contingent upon the Customer's account being current and in good standing. The total cost for Transition Assistance Services shall be mutually agreed upon in writing before the commencement of services.
9.6.3 Data Handling Upon Termination The Customer shall have sixty (60) days following the termination notice and the end of service access to retrieve their Customer Data from the Service, unless the service is continued as per clause (a) above.
9.7.1 Time-Sensitive License Components. Customer acknowledges and agrees that certain components, features, modules, or functionality of the Software (collectively, "Time-Sensitive Components") are designed and configured to operate only during active license periods and are programmed to automatically cease functioning upon the expiration of the applicable license term as specified in the Order Form or applicable Statement of Work.
9.7.2 Automated Deactivation Process. The Time-Sensitive Components incorporate automated technical controls that monitor license validity based on the license expiration date set forth in the applicable Order Form. Upon expiration of the license term, these Time-Sensitive Components will automatically and without further notice cease to function. Customer acknowledges that this deactivation process is:
(a) fully automated and occurs without manual intervention by Nalpeiron;
(b) tied directly to the license expiration date specified in the applicable Order Form or renewal agreement;
(c) designed to ensure compliance with the licensed scope and duration of Software use; and (d) irreversible without execution of a valid renewal agreement and completion of the reactivation process described herein.
9.7.3 Renewal and Reactivation Requirements. Reactivation of Time-Sensitive Components following expiration requires:
(a) execution of a renewal agreement or amendment extending the license term on terms acceptable to Nalpeiron;
(b) payment of all applicable renewal fees in accordance with the payment terms specified in such renewal agreement;
(c) completion of Nalpeiron's standard reactivation procedures, which may include issuance of new license keys, activation codes, or other technical enablement steps; and
(d) such reactivation being technically feasible based on the Software version deployed and the duration of the lapsed period.
9.7.4 Customer's Renewal Timing Obligations. Customer acknowledges and agrees that:
(a) Timely Renewal is Customer's Responsibility. It is Customer's sole responsibility to track license expiration dates and initiate renewal discussions with Nalpeiron sufficiently in advance of the expiration date to allow for negotiation, execution of renewal documentation, processing of payment, and completion of reactivation procedures prior to expiration.
(b) Recommended Advance Notice. Nalpeiron recommends that Customer initiate renewal discussions no less than sixty (60) days prior to the applicable expiration date to ensure adequate time for contract processing and reactivation.
(c) No Obligation to Provide Grace Period. Nalpeiron is under no obligation to provide any grace period, extension, or continued functionality beyond the expiration date specified in the applicable Order Form, and any such accommodation, if provided, shall be at Nalpeiron's sole discretion and shall not constitute a waiver of this provision or create any expectation of similar treatment in the future.
(d) Processing Time. Customer acknowledges that renewal processing, including contract execution, payment processing, and technical reactivation, requires reasonable time and that Nalpeiron cannot guarantee same-day or immediate reactivation, particularly if renewal requests are submitted at or after the expiration date.
9.7.5 Business Impact and Assumption of Risk. Customer expressly acknowledges and agrees that:
(a) the cessation of Time-Sensitive Components may have material adverse effects on Customer's business operations, including but not limited to loss of functionality, interruption of services, inability to access data or features, operational disruptions, and potential financial losses;
(b) Customer assumes all risk associated with failure to renew the license in a timely manner, including all direct, indirect, consequential, and incidental damages arising from or related to the deactivation of Time-Sensitive Components;
(c) Nalpeiron shall have no liability whatsoever for any damages, losses, costs, or expenses incurred by Customer as a result of Customer's failure to renew the license prior to expiration, regardless of the cause of such failure, including administrative delays, internal approval processes, budget constraints, or any other reason; and
(d) Customer is solely responsible for implementing appropriate business continuity measures, backup systems, and contingency plans to mitigate the business impact of any potential interruption in Software functionality due to license expiration.
9.7.6 No Waiver by Continued Access. In the event that any Time-Sensitive Components continue to function beyond the expiration date due to technical error, system malfunction, or administrative oversight, such continued functionality shall not:
(a) constitute a waiver of Nalpeiron's rights under this Agreement;
(b) extend the license term;
(c) create any obligation on Nalpeiron's part to continue providing such functionality; or
(d) relieve Customer of its obligation to execute a renewal agreement and pay all applicable fees for the period of continued use. Nalpeiron reserves the right to deactivate such Time-Sensitive Components at any time following expiration, with or without notice.
9.7.7 Data Access During Deactivation. Customer acknowledges that deactivation of Time-Sensitive Components may limit or prevent access to Customer Data processed or stored by such components. Customer is solely responsible for:
(a) maintaining appropriate backups of all Customer Data;
(b) exporting or archiving Customer Data before license expiration; and
(c) ensuring business continuity in the event of component deactivation. Nalpeiron shall have no obligation to provide access to Customer Data following license expiration, except as may be required by applicable law or as separately agreed in writing.
9.7.8 Reactivation Not Guaranteed. Customer acknowledges that:
(a) reactivation of Time-Sensitive Components following an extended period of deactivation may not be technically feasible, particularly if Software versions have been deprecated, security protocols have changed, or system architectures have been updated;
(b) Nalpeiron reserves the right to require Customer to upgrade to current Software versions as a condition of reactivation, which may require additional fees and implementation efforts; and
(c) Nalpeiron makes no guarantee regarding the timeframe for reactivation or the preservation of configurations, customizations, or historical data following deactivation.
9.7.9 Notice of Expiration. While Nalpeiron may, as a courtesy, provide advance notice of upcoming license expiration dates, Customer acknowledges that:
(a) Nalpeiron is under no obligation to provide such notices;
(b) failure to receive such notice does not excuse Customer's obligation to track expiration dates and renew in a timely manner;
(c) delivery of such notices may be subject to the accuracy of contact information provided by Customer; and
(d) Customer's failure to receive, review, or act upon any such notice shall not constitute grounds for any claim against Nalpeiron or relief from the consequences of license expiration.
9.7.10 Survival. The provisions of this Section shall survive expiration or termination of this Agreement and shall continue to govern any subsequent renewal or reactivation of the Software.
Customers may request Account reactivation within sixty (60) days of termination by:
(a) submitting a written reactivation request;
(b) paying all outstanding fees plus a reactivation fee equal to one month's subscription fee or the pro-rata amount of an annual fee; and
(c) agreeing to then-current pricing and terms. Reactivation requests after sixty (60) days will be treated as new subscriptions, subject to new Customer onboarding requirements.
Trial Services (including free trials, proof of concept versions, beta versions, and other no-charge Services specified in an Order, plus related support at Nalpeiron's sole discretion) are available until the earliest of:
(i) end of the trial, POC, or beta period as communicated by Nalpeiron or specified in an Order;
(ii) commencement of any purchased Service version; or
(iii) Nalpeiron's written termination notice (the "Trial Services Period").
During the Trial Services Period, Nalpeiron grants Customer a non-exclusive, non-transferable right to access and use the Trial Services solely for internal evaluation purposes, as outlined in the Documentation and Agreement. Trial Services are authorized for evaluation only, not business or productive purposes, unless Nalpeiron provides written authorization otherwise.
Nalpeiron will permanently delete all data entered and configurations made during the Trial Services Period unless Licensee:
(a) purchases a subscription to the corresponding Service; or
(b) exports such data or configurations before the trial period ends.
Trial Services features and functions are not guaranteed to match the general release version. The Customer should review the Service features before purchasing. Nalpeiron has no obligation to provide support for Trial Services and provides them "AS IS" and "AS AVAILABLE" without warranties or representations of any kind. To the maximum extent permitted by law, Nalpeiron disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. Customer assumes all risks and costs associated with the use of Trial Services. Customer's sole remedy for dissatisfaction or Nalpeiron's breach regarding Trial Services is termination thereof.
BY USING TRIAL SERVICES, Customer ACKNOWLEDGES THAT UPON EXPIRATION OF THE DISCLOSED TRIAL/POC PERIOD, Customer MAY LOSE ACCESS TO SUCH SERVICES AND ALL ENTERED DATA UNLESS THE FULL VERSION IS PURCHASED.
Nalpeiron provides ticket-based Support Services from within the platform Monday through Friday, 9:00 a.m. to 5:00 p.m. local time at the nearest support center (United States, Europe, or the United Kingdom), excluding Nalpeiron holidays. Support Services are limited to Service-related issues only. Nalpeiron does not guarantee response times unless specified in a contractual agreement or a Priority Support agreement.
The following require a separate support contract or paid consulting Services:
(a) Integration efforts participation
(b) Plug-in and third-party Service integrations assistance
(c) Customer application code review for integration purposes
(d) Custom coding
(e) Technical support for free samples or open-source libraries (provided voluntarily as a courtesy only)
(f) On-site visits
(g) Detailed training on topics covered in documentation and sample code Training, consulting, Licensed Software customization, modifications, and consultation are excluded from technical support. Nalpeiron may accommodate such requests at the current time-and-materials rates, but is not obligated to do so. Nalpeiron does not provide end-user support; Customer is solely responsible for such support.
11.3.1 Priority Support Benefits. Priority Support, where contractually included, provides the following benefits in addition to standard support for urgent cases:
(a) 12-hour guaranteed initial response time (weekdays)
(b) High availability and priority queue placement
(c) Issue escalation to product development teams and developer access
(d) Hot fixes and product updates outside regular release schedules
(e) Coverage for all Nalpeiron products with valid subscriptions under one Priority Support purchase
11.3.2 Priority Support Terms. Nalpeiron guarantees initial response within 12 hours, providing issue assessment and, where feasible, immediate fixes or workarounds. Complete resolution timeframes are not guaranteed. Hotfixes are provided in consultation with the Customer. Significant fixes are prioritized within the normal development cycle; however, delivery dates are not guaranteed. Priority Support is subject to fair usage limits of 12 priority incidents per 365-day period (excluding normal logged incidents). Hotfixes and feature requests are built only on the latest product version; prior versions are not supported. Priority Support applies only where expressly included in the Customer's contract.
Nalpeiron continually optimizes product features and functions to meet market needs and maintain a competitive advantage. Services may gain new capabilities or lose existing ones. Nalpeiron may release new Service versions or generations to maintain performance, add capabilities, and increase features. New capabilities may be added to purchased versions, offered as paid add-ons, or provided as entirely new Service options with additional charges. New product generation information will be communicated through standard channels, with migration plans scheduled as needed. Migration to new Service options may require fresh implementation rather than migration from existing subscriptions. Maintaining SLA and support agreements may require upgrading to the latest product version. Nalpeiron's inability to deliver Service due to the Customer's failure to upgrade does not constitute a breach of contract.
Nalpeiron aims to ensure timely activation and data collection Services, but does not guarantee processing within specified timeframes. Unless otherwise covered by a separate written SLA, Nalpeiron bears no liability. Customer is not entitled to refunds for Service outages, including those caused by or related to: maintenance, servers, underlying technology, telecommunications/hosting/power failures, computer viruses, natural disasters, facility destruction or damage, acts of nature, war, civil disturbance, court orders, legislative/regulatory action, catastrophic weather, third-party interference, or other causes beyond Nalpeiron's reasonable control.
Nalpeiron may use or offer third-party software code and utilities within its products or as optional components. Third-party license terms govern Licensee's use of such code. Nalpeiron lists these terms herein or within the components. Customer agrees to republish or include such license details in its own software and comply with all restrictions, pay required license fees, and comply with third-party terms.
12.4.1 API Integration. The Nalpeiron Growth Platform offers API integration capabilities. The API call number and volume are billed according to the subscription level specified in the contract agreement. Excessive or abusive API requests may result in temporary or permanent account suspension, as outlined in clause 12.5.
12.4.2 Modification Rights. Nalpeiron reserves the right to modify, update, or discontinue API access (or any component thereof) at any time, temporarily or permanently, in its sole discretion.
12.4.3 Notice Requirements. Except as provided in subsection 12.4.4 below, Nalpeiron will provide Customer with at least thirty (30) days' prior written notice of any material modification or discontinuation of API access that would adversely affect Customer's use of the Service. For non-material changes or improvements, Nalpeiron will use commercially reasonable efforts to provide advance notice through the Service interface, email, or other appropriate communication channels.
12.4.4 Emergency Modifications. Nalpeiron may immediately modify, suspend, or discontinue API access without prior notice when Nalpeiron reasonably determines that such action is necessary to: (i) address security vulnerabilities or threats; (ii) prevent system integrity issues or service disruptions; (iii) comply with applicable laws, regulations, or court orders; (iv) respond to actual or suspected unauthorized access or misuse; or (v) address extraordinary bandwidth consumption as described in section 12.5 below.
12.4.5 Customer Remedies. In the event of the permanent discontinuation of API access that materially impairs the Customer's use of the Service, the Customer may terminate this Agreement upon providing thirty (30) days' written notice and receive a prorated refund of prepaid fees for the discontinued functionality, which shall be the Customer's sole remedy for such discontinuation.
12.4.6 Survival. The customer's obligations regarding data security, compliance with usage policies, and payment for services consumed before any modification or discontinuation shall remain in effect, even after such changes.
12.5.1 Bandwidth Management. If Customer's bandwidth usage significantly exceeds the average usage patterns of similarly situated customers (as determined by Nalpeiron using reasonable industry standards), Nalpeiron may: (i) provide written notice to Customer requesting a reduction in usage; (ii) implement reasonable throttling measures; or (iii) temporarily suspend API access until usage returns to acceptable levels.
12.5.2 Rate Limiting Safeguards. The Nalpeiron Growth Platform APIs utilize safeguards against traffic bursts to ensure maximum stability. Rate limiting may result from: (i) many requests in quick succession; (ii) large volumes of closely spaced requests; (iii) many long-lived requests; (iv) sudden transaction volume increases; or (v) activity resembling DDOS attacks.
12.5.3 Types of Limiters. API limiters include: (i) rate limiters limiting requests received per second; and (ii) concurrency limiters limiting active requests at any given time (more likely to affect resource-intensive, long-lived requests).
12.5.4 Rate Limit Adjustments. Customers should contact Nalpeiron support when noticing a rise in rate-limited requests. Nalpeiron may reduce limits to prevent abuse or increase limits for high-traffic applications. For large rate limit increases, please contact support at least six weeks prior to the change.
2.5.5 Protection Against Attacks:
This provision is intended primarily to protect against:
12.5.6 Rate Limit Adjustments:
(a) Requests for Increases: Customers anticipating significant legitimate usage increases should contact Nalpeiron at least six (6) weeks prior to the expected increase. Nalpeiron will work with Customer to accommodate growth through tier upgrades or custom capacity arrangements;
(b) Emergency Increases: For urgent business needs, Nalpeiron will make commercially reasonable efforts to accommodate emergency rate limit increases within 48 hours of request, subject to technical feasibility and payment of applicable fees;
12.6.1 Third Party Products. Customer may encounter third-party services, products, offers, and promotions unaffiliated with Nalpeiron ("Third Party Products"). Customer uses Third Party Products at its own risk and is responsible for reviewing governing terms. Customer authorizes Nalpeiron to use and disclose contact information (including name and address) to make chosen Third Party Products available.
12.6.2 Third Party Responsibility. The third party, not Nalpeiron, is responsible for the performance of the third-party product. Services may contain or reference links to third-party websites ("Third Party Websites"). Nalpeiron is not responsible for the content or links on third-party websites. Including Third Party Website links does not imply affiliation, sponsorship, endorsement, approval, investigation, verification, or monitoring by Nalpeiron. Linked third-party websites may contain different terms and privacy policies than those of Nalpeiron.
12.6.3 Disclaimer of Third Party Liability. Nalpeiron disclaims liability for Third Party Products and Third Party Websites. Services may enable direct integration with Other Services. Using these features requires registering for or logging into Other Services on their respective websites. Enabling third-party Services within the Nalpeiron Growth Platform authorizes Nalpeiron to pass login information to Other Services.
12.6.4 Third-Party Integrations. Nalpeiron may offer third-party integrations requiring user setup via Nalpeiron dashboards and APIs. Integrations exclude professional services, third-party provider assistance, or cross-guarantees about third parties. Nalpeiron charges additional fees for setup or integration assistance and reserves the right to unbundle or sell integrations separately. No warranty of interoperability is offered or implied.
Nalpeiron offers various technologies and Service versions developed over time with different code bases, operational capabilities, features, and functions. Customers must test each Service version and select the appropriate version and payment plan. Nalpeiron does not warrant interoperability or feature compatibility between Service versions, as they differ technologically and operationally. Customers should test and select Services without assuming feature equivalence between versions.
Nalpeiron may: (i) compile statistical and performance/operation/use information related to Services; and (ii) use aggregated Services Environment data for security/operations management, statistical analyses, and research and development (collectively, "Service Analyses"). Nalpeiron may publish Service Analyses publicly, but Service Analyses will not incorporate Customer's Content or Confidential Information in an identifiable form and do not constitute Personal Data. Nalpeiron retains all intellectual property rights in Service Analyses.
NALPEIRON'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN INTERNET AND ELECTRONIC COMMUNICATIONS USE. NALPEIRON IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. Nalpeiron uses third-party vendors and hosting partners to provide hardware, software, networking, storage, and related technology. Technical processing and transmission of Services, including content, may be transferred unencrypted and involve:
(a) transmissions over various networks; and
(b) changes to conform and adapt to the technical requirements of connecting networks or devices.
Nalpeiron maintains reasonable protections to minimize the risk of Enabled Products becoming lost or accessed in unauthorized manners through the use of Services. Nalpeiron does not guarantee Service security and bears no responsibility for security system infiltration. Nalpeiron does not guarantee that Enabled Products can be used in unlicensed installations without Service activation. Customer acknowledges that all security and copy protection systems are inherently fallible.
12.11.1 Availability Commitment. Nalpeiron will use commercially reasonable efforts to maintain 99.9% uptime for the Nalpeiron Growth Platform each calendar month, excluding scheduled maintenance. This equals no more than 43.2 minutes of downtime per month. If this standard is not met, the Customer may be eligible for Service Credits as described below. This SLA is the Customer's sole remedy for availability failures.
12.11.2 Term and Termination. This SLA commences when the Customer registers for covered Service editions and remains in effect until the end of the elected service period or earlier termination. Nalpeiron may terminate this SLA without Service Credits if Customer fails to make payment or comply with Nalpeiron's Terms of Service.
12.11.3 Definitions.
12.11.4 Service Credits. Service Credits are calculated as follows:
12.11.5 Requesting Service Credits. Customer must request Service Credits within thirty days of becoming eligible. Failure to do so forfeits the right to receive credits. Maximum Service Credits per calendar month shall not exceed fourteen days added to the service term. Service Credits cannot be exchanged for monetary amounts.
12.11.6 SLA Exclusions. This SLA does not apply to: (i) Web Services or API access; (ii) issues caused by factors outside Nalpeiron's control as described in the Force Majeure section; (iii) problems resulting from Customer's equipment or third-party equipment; or (iv) delays or failures inherent in Internet and electronic communications.
Customer's use of the Service is subject to Nalpeiron's Privacy Policy, available at https://nalpeiron.com/legal/privacy-policy. By accepting this Agreement, Customer acknowledges receipt and review of the Privacy Policy.
Customer is the Data Controller (as defined by applicable jurisdictions) and shall obtain all data protection consents required to permit Nalpeiron to hold, use, disclose, or process Personal Data (as defined by end-users' local laws) for Service provision purposes. Nalpeiron, as a Data Processor, processes Personal Data solely in accordance with the Customer's instructions and implements reasonable industry-standard technical and organizational security measures to prevent unauthorized access, alteration, disclosure, or destruction. The Customer remains solely responsible for determining the contents and use of Personal Data as the Data Controller. Customer must maintain an appropriate, lawful privacy policy and comply with all laws regarding information collection and processing from end-users, including GDPR (Regulation EU 2016/679). Customer shall not encourage or permit unlawful tracking or collection of end-users' personally identifiable information without consent.
Data Storage Locations:
Nalpeiron operates a distributed infrastructure to provide reliable Service availability. Customer acknowledges and agrees that:
13.3.1 Primary Data Centers: Customer Data may be stored and processed on servers located in:
(b) Geographic Preferences: Customer may request preferred data residency locations if available for Customer's service tier. Enterprise customers may request specific regional data hosting subject to additional fees;
(c) Backup and Redundancy: Backup copies of Customer Data may be stored in geographically separate regions from primary data storage to ensure disaster recovery capabilities;
(d) Cross-Border Processing: Customer Data may be transmitted across international borders for processing, including for purposes of: customer support, system maintenance, backup and disaster recovery, fraud prevention and security monitoring, and Service delivery optimization.
Customer Obligations for End-User Consent:
Customer represents, warrants, and covenants that:
(a) Consent Obtained: Customer has obtained (or will obtain prior to submitting data to the Service) all necessary consents, authorizations, and permissions from end-users and data subjects whose personal data is provided to Nalpeiron, including but not limited to:
13.3.2 Privacy Notice: Customer maintains and has provided to all data subjects a clear, conspicuous, and current privacy notice that discloses:
13.3.3 Call-Home Disclosure: If Customer's product incorporates a "call-home" system or transmits usage telemetry, Customer has:
13.3.4 GDPR Compliance (if applicable): For Customer Data that includes personal data of individuals in the EEA, UK, or Switzerland, Customer:
13.3.5 Nalpeiron's Transfer Mechanisms:
Nalpeiron facilitates compliant cross-border data transfers through:
(a) Data Privacy Framework Certification: Nalpeiron is certified under the EU-U.S. Data Privacy Framework, UK Extension, and Swiss-U.S. Data Privacy Framework, as verified at: https://www.dataprivacyframework.gov/s/participant-search
(b) Standard Contractual Clauses: Nalpeiron will execute Standard Contractual Clauses (SCCs) with Customer upon request to govern transfers of personal data from the EEA, UK, or Switzerland;
(c) Processor Agreement: Nalpeiron will execute a Data Processing Agreement (DPA) or Data Processing Addendum with Enterprise customers upon request, incorporating standard controller-processor terms and transfer mechanisms.
Liability for Consent Failures:
Customer acknowledges and agrees that:
(a) Customer Responsibility: Customer is solely responsible for obtaining all required consents, authorizations, and permissions from data subjects. Nalpeiron relies on Customer's representations that such consents have been obtained;
(b) Indemnification: Customer will indemnify and hold harmless Nalpeiron from any claims, damages, fines, penalties, or costs (including reasonable attorneys' fees) arising from or related to:
13.3.6 Data Subject Rights Support:
Nalpeiron will provide reasonable cooperation to assist Customer in responding to data subject rights requests, including:
The Service collects and processes end-user IP addresses for country-of-origin identification and assigns unique DeviceIDs for anonymous, seamless end-user recognition. The Customer remains responsible for respecting and protecting the end-user's privacy, confidentiality, and similar rights as may be defined by their jurisdiction. CUSTOMER SHALL MAINTAIN A CLEAR, ACCESSIBLE, ACCURATE, AND CURRENT PRIVACY POLICY NOTIFYING END-USERS OF NALPEIRON SERVICE USE TO COLLECT DATA ABOUT SOFTWARE OR HARDWARE USAGE LAWFULLY. CUSTOMER SHALL INFORM END-USERS THAT ITS SOFTWARE OR HARDWARE IMPLEMENTS A CALL-HOME SYSTEM COLLECTING AND PROCESSING STATISTICAL DATA TRANSMITTED TO CLOUD SERVERS FOR STORAGE AND PROCESSING BY CUSTOMER, NALPEIRON, AND/OR NALPEIRON'S PARTNERS, SUBSIDIARIES, OR AFFILIATES.
Nalpeiron does not own Customer Data (any data, information, or material submitted to the Service). The Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of the Customer Data. Save for the Data Subject Rights Support provisions set out in Section 13.3 and the specific provisions in Sections 14.3 and 14.4, Nalpeiron is not responsible or liable for deletion, correction, destruction, damage, loss, or storage failure of Customer Data.
Nalpeiron will use reasonable care to protect confidential information and Customer Data in accordance with industry best practices and SOC2 standards. Nalpeiron maintains administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data.
These safeguards include, but are not limited to:
(a) encryption of Customer Data in transit and at rest using industry-standard protocols including AES256 encryption and HTTPS, with key management best practices and strict user access control;
(b) authentication using OAuth standard for user access and API interactions;
(c) regular automated backups of Customer Data performed at least daily, with backup data stored in geographically redundant locations;
(d) implementation of access controls and authentication mechanisms to prevent unauthorized access to Customer Data;
(e) regular security assessments, vulnerability scanning, and penetration testing of the Service infrastructure;
(f) maintenance of incident response and disaster recovery procedures;
(g) employee training on data security and confidentiality obligations; and
(h) monitoring and logging of system access and activities.
Notwithstanding these measures, Customer acknowledges that no security measures are perfect or impenetrable, and Nalpeiron cannot guarantee absolute security of Customer Data.
Nalpeiron maintains cyber liability insurance and errors & omissions insurance coverage for all customers.
See our documentation for full details: Security & Platform Details | Nalpeiron Documentation
Customer Data is securely backed up and stored in a resilient, redundant environment designed to ensure data integrity and availability. Nalpeiron utilizes advanced technologies that enable dynamic scaling of the platform and its key components, automatically adjusting capacity to maintain consistent performance and high availability under varying workloads.
The Nalpeiron Growth Platform (Zentitle2, Zengain, and Zenmeter) is designed with resilience, scalability, and continuous availability in mind. Key measures include: (a) a fault-tolerant infrastructure architecture that ensures uninterrupted service during system disruptions; (b) automated recovery and self-healing capabilities that detect and replace failed components to minimize downtime; (c) scalable application services that dynamically adjust to maintain consistent performance under varying workloads; (d) regular and redundant data backups to safeguard customer data and support disaster recovery; (e) implementation of Infrastructure as Code (IaC) to enable rapid environment restoration when needed; and (f) continuous monitoring and routine testing of recovery procedures to ensure operational reliability and service continuity.
Nalpeiron conducts extensive security-design reviews and regular penetration tests. All employees and contractors are required to complete security training, which covers topics such as information security, data privacy, and password security, and must sign a confidentiality agreement before commencing work at Nalpeiron. Nalpeiron provisions access on a 'need-to-know' basis, with only a limited number of skilled engineers whose job function is to support and maintain the Nalpeiron Growth Platform environment permitted access to the production environment.
Nalpeiron uses advanced code scanning and cloud vulnerability assessments to identify potential problems before deployment. Nalpeiron scans containers and dependencies for known vulnerabilities to improve security posture continuously. The Nalpeiron Growth Platform operates a SAST engine based on best-in-class open-source scanners, designed to identify security issues in code and generate reports for Customers' cybersecurity reviews.
Nalpeiron can generate reports that may be used as part of the Customer's cybersecurity assessment. Such documents include SBOM (Software Bill of Materials) and SAST (Static Application Security Testing) reports that form part of Nalpeiron's Software Development Lifecycle. SAST is performed automatically on all production repositories and Docker containers.
In addition to internal testing, Nalpeiron engages an external firm annually to conduct penetration testing. Nalpeiron uses risk assessment tools to run regular internal audits.
Nalpeiron ensures your data is handled securely and complies with the Data Privacy Framework. The European Union (EU)-United States (US) Data Privacy Framework (DPF) is the primary personal data transfer mechanism for EU-US, UK-US, and Swiss-US personal data transfers. You can visit our privacy page for details. Nalpeiron has a dedicated European Union (EU) Representative with the Prighter Group.
Nalpeiron is certified by the Data Privacy Framework Program. You can find our record at the DPF program website at https://www.dataprivacyframework.gov/s/participant-search
Each Party represents and warrants that as of the Effective Date:
(a) it is duly incorporated, validly existing, and in good standing under applicable laws;
(b) it has full authority to enter into and perform its obligations under this Agreement; and
(c) it complies with all applicable laws related to its performance under this Agreement (c) it is in compliance in all material respects with all applicable laws related to its performance under this Agreement, and is not subject to any pending or, to its knowledge, threatened investigation, proceeding, or enforcement action that would materially impair its ability to perform its obligations under this Agreement.
15.2.1 Performance Warranty. Nalpeiron warrants that the Service will operate substantially in conformity with the current published documentation during the subscription term, provided it is used in accordance with the documentation. Nalpeiron does not warrant uninterrupted or error-free use. This warranty does not apply to:
(a) use of the Service with non-approved hardware or software; or
(b) use in violation of this Agreement;
(c) modifications to the Service not made by Nalpeiron;
(d) Force Majeure events; or
(e) Customer's network, systems, or third-party software or services.
For warranty claims, Nalpeiron will use commercially reasonable efforts to provide an error-correction, workaround, or replacement. If these remedies are impracticable within a reasonable time of sixty (60) days, either Party may enter into a dispute resolution process as described in these terms to resolve any warranty claim.
15.2.2 Anti-Virus Warranty. Nalpeiron warrants that, as of the date the Service is made available to the Customer, the Service does not contain known viruses, worms, Trojan horses, or other harmful or malicious code that Nalpeiron has intentionally introduced.
15.2.3 Non-Infringement Warranty. Nalpeiron warrants that as of the Effective Date, the Service as provided by Nalpeiron does not infringe third-party intellectual property rights of which Nalpeiron has actual knowledge. Nalpeiron's warranty does not cover infringement claims arising from:
(a) modifications to the Service not made by Nalpeiron;
(b) combination with third-party products or services not specified in the Documentation;
(c) continued use after Nalpeiron has provided updates that would avoid infringement;
(d) use contrary to Nalpeiron's written instructions; or
(e) frivolous, vexatious, or unsubstantiated claims that are withdrawn, dismissed, or determined to be without merit.
Customer certifies that it owns or has sufficient rights to all intellectual property in the Enabled Products and that operation or distribution of such Enabled Products does not violate any law or third-party rights. Customer acknowledges that this certification is made to the best of its knowledge and belief. This certification excludes GPL and third-party code offered as additional options outside the core Service components.
15.4.1 Customer Obligations: Customer shall indemnify, defend, and hold harmless Nalpeiron (and its parent, subsidiaries, and affiliates to the extent required by applicable law) from and against reasonable and documented costs, damages, and expenses (including reasonable attorneys' fees) arising from third-party claims that directly result from:
(a) Customer's material breach of this Agreement;
(b) unauthorized use of Customer's user accounts that Customer knew or should have known about and failed to prevent or report to Nalpeiron within a reasonable time;
(c) Customer Data or materials provided by Customer, including claims for defamation, privacy violations, intellectual property infringement, or content quality issues, except to the extent such claims arise from Nalpeiron's gross negligence or willful misconduct;
(d) Customer's violation of applicable law or third-party rights in connection with Customer's use of the Service; or
(e) claims by Customer's end users arising from Customer's products or services, except to the extent such claims result from (i) Nalpeiron's breach of this Agreement, (ii) Nalpeiron's infringement of third-party intellectual property rights, or (iii) Nalpeiron's negligence or willful misconduct.
15.5.1 General Indemnity. We will indemnify Customer (and its parent, subsidiaries, and affiliates to the extent required by applicable law) from and against reasonable and documented out-of-pocket costs, damages, and expenses (including reasonable attorneys' fees, but excluding internal costs and consequential damages) arising from third-party claims that are finally adjudicated or settled with our written consent and that directly result from a data breach caused solely by our failure to implement the specific security measures expressly described in Section 14.2, but only to the extent required by applicable law.
Exclusions. This indemnity does not apply to claims arising from or contributed to by:
(a) Your breach of this Agreement;
(b) Your failure to implement reasonable security measures;
(c) Unauthorized access resulting from your negligence;
(d) Acts or omissions of your personnel or third parties;
(e) Your failure to notify us of security incidents within 24 hours of discovery;
(f) Any Force Majeure event or third-party actions beyond our reasonable control;
(g) Your misuse of the Service or use in violation of the documentation;
(h) Any modifications to the Service not made by us; or
(i) Your combination of the Service with third-party software, hardware, or services not approved by us in writing.
15.5.2 Infringement Indemnity. Nalpeiron will indemnify the Customer from third-party claims alleging that the Service, as provided by Nalpeiron, infringes a U.S. patent, copyright, or trademark. Nalpeiron has no obligation to indemnify if the claim arises from Customer's use of the Service in violation of this Agreement or any of the exclusions outlined in Section 15.5.4.
15.5.3 Nalpeiron Actions: If the Service becomes, or in Nalpeiron's reasonable opinion is likely to become, subject to a valid and finally adjudicated infringement claim, Nalpeiron may, in its sole discretion and as Customer's sole and exclusive remedy:
(a) modify the Service to make it non-infringing while providing substantially similar functionality;
(b) replace the Service with a non-infringing alternative with substantially similar functionality;
(c) procure the right for Customer to continue using the Service; or
(d) if Nalpeiron determines in good faith that options (a), (b), and (c) are not commercially reasonable, terminate the affected portion of this Agreement upon thirty (30) days' written notice and refund Customer per the refund policy 9.5.1.
The remedies in this Section constitute Customer's sole and exclusive remedies for any actual or alleged infringement claims.
15.5.4 Claims: This infringement indemnity does not apply to claims arising from:
(a) modification of the Service by Customer (except configuration options provided in the Service);
(b) combination with non-Nalpeiron products or services not specified in the Documentation;
(c) Customer's unauthorized use or use in violation of this Agreement;
(d) Customer's failure to implement updates after thirty (30) days notice that such updates would avoid infringement;
(e) third-party software, services, or open-source components;
(f) use of a non-current version of the Service if the infringement would have been avoided by use of the then-current version made available to Customer;
(g) Customer Data, Customer's products, services, processes, or materials;
(h) compliance with Customer's designs, specifications, or instructions;
(i) Trial Services, beta versions, or other no-charge Services;
(j) Customer's failure to cease use of allegedly infringing features after being notified by Nalpeiron; or
(k) claims where the total cumulative fees paid by Customer are less than the claimed damages.
15.6.1 Procedures: All indemnity obligations require the indemnified Party to:
(a) provide prompt written notice of the claim within ten (10) business days of becoming aware of the claim; provided that failure to provide timely notice shall not relieve the indemnifying Party of its obligations except to the extent the indemnifying Party is materially prejudiced by such delay;
(b) grant the indemnifying Party sole control of the defense and settlement (subject to the indemnified Party's prior written consent for any settlement that imposes obligations on, admits fault or liability on behalf of, or awards anything other than monetary damages against the indemnified Party, not to be unreasonably withheld);
(c) provide all reasonably necessary cooperation at the indemnifying Party's expense; and (d) not admit liability or compromise the defense. The indemnified Party may participate in the defense at its own expense.
15.6.2 No Settlement: The indemnifying Party will not agree to any settlement that admits fault, attributes liability, or imposes affirmative obligations on the indemnified Party without prior written consent.
EXCEPT AS EXPRESSLY OUTLINED IN THIS SECTION 15, NALPEIRON AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUALITY OF SERVICE, OR THAT OTHERWISE ARISE FROM COURSE OF PERFORMANCE OR USAGE OF TRADE. NALPEIRON PROVIDES THE SERVICE "AS IS" AND "AS AVAILABLE" WITH ALL DEFECTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NALPEIRON DOES NOT GUARANTEE THAT: (A) THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT NALPEIRON WILL CORRECT ALL ERRORS; (B) THE SERVICE WILL OPERATE IN COMBINATION WITH CUSTOMER CONTENT, APPLICATIONS, OR ANY HARDWARE, SOFTWARE, SYSTEMS, OR DATA NOT PROVIDED BY NALPEIRON; OR (C) THE SERVICE WILL MEET CUSTOMER'S REQUIREMENTS, SPECIFICATIONS, OR EXPECTATIONS. CUSTOMER ACKNOWLEDGES THAT NALPEIRON DOES NOT CONTROL DATA TRANSFER OVER THE INTERNET AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN INTERNET USE. NALPEIRON IS NOT RESPONSIBLE FOR DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS OR FROM CUSTOMER CONTENT, CUSTOMER APPLICATIONS, OR THIRD-PARTY CONTENT**; THIRD-PARTY SERVICES, OR CUSTOMER'S NETWORK, INFRASTRUCTURE, OR SYSTEMS**. NALPEIRON DOES NOT REPRESENT THAT THE SERVICE WILL PREVENT ALL UNAUTHORIZED USE OF CUSTOMERS SOFTWARE PRODUCTS. TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE.
15.8.1 General Liability Cap.
Except as expressly set forth in Section 15.8.3 below, each Party's total aggregate liability arising out of or related to this Agreement, whether in contract, tort (including negligence), strict liability, or otherwise, shall be limited to the amounts actually paid by Customer to Nalpeiron during the twelve (12) month period immediately preceding the event giving rise to the claim. This cap applies to all claims collectively, including but not limited to breach of contract, breach of confidentiality, indemnification obligations, data breaches, and any other claims whatsoever.
15.8.2 Enhanced Liability Cap for Third-Party Indemnification Claims.
Notwithstanding Section 15.8.1, Nalpeiron's total aggregate liability for all third-party claims subject to indemnification under Section 15.5 (Nalpeiron's Indemnification Obligations) shall not exceed the greater of: (a) $1,000,000 USD; or (b) the total fees paid by Customer to Nalpeiron in the twelve (12) months immediately preceding the first such claim. This enhanced cap applies solely to Nalpeiron's indemnification obligations and does not apply to Customer's indemnification obligations under Section 15.4, which remain subject to the General Liability Cap in Section 15.8.1.
15.8.3 Exceptions to Liability Caps.
The liability caps set forth in Sections 15.8.1 and 15.8.2 shall not apply to, and no limit of liability shall apply to, the following:
(a) either Party's fraud, fraudulent misrepresentation, or willful misconduct;
(b) death or personal injury caused by either Party's negligence or gross negligence;
(c) either Party's violation of the other Party's intellectual property rights;
(d) Customer's payment obligations for fees and charges under this Agreement; or
(e) any other liability that cannot lawfully be excluded or limited under applicable law.
To the maximum extent permitted by law, all other liabilities—including without limitation breach of confidentiality, data breaches not involving personal injury, indemnification obligations (subject to Section 15.8.2), and any other claims—are subject to the applicable liability caps.
15.8.4 Consequential Damages Waiver.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR: (A) INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND; OR (B) LOST PROFITS, LOSS OF USE, LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FAILURE OF SECURITY MECHANISMS, OR INTERRUPTION OF BUSINESS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. This waiver applies even to claims subject to the exceptions in Section 15.8.3, except where such waiver is prohibited by applicable law. This waiver shall not apply to damages awarded to third parties in claims subject to indemnification under Sections 15.4 or 15.5.
For Customers in Europe, Middle East, Africa, or India: No person who is not a party to this Agreement is entitled to enforce any terms under the Contracts (Rights of Third Parties) Act 1999.
THE SUPPORT MATERIALS (INCLUDING DOCUMENTATION, SUPPORT PORTAL, SAMPLE CODE, APIs, WEBHOOKS, NALPEIRON UNIVERSITY, AND KNOWLEDGE BASE) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. NALPEIRON DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NALPEIRON AND ITS SUPPLIERS WILL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOSS OF BUSINESS PROFITS, OR SPECIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE FOREGOING LIMITATION MAY NOT APPLY. NALPEIRON DOES NOT WARRANT THAT LICENSED SOFTWARE OR CODE IN SUPPORT MATERIALS WILL MEET CUSTOMERS REQUIREMENTS OR THAT OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS CAN BE CORRECTED. NALPEIRON MAKES NO REPRESENTATIONS REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. NO ORAL OR WRITTEN INFORMATION OR ADVICE FROM NALPEIRON OR ITS REPRESENTATIVES CREATES A WARRANTY OR INCREASES THE SCOPE OF ANY WARRANTY. SHOULD LICENSED SOFTWARE OR CODE PROVE DEFECTIVE, CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION.
Nalpeiron has no obligation or liability for technical advice provided to the Customer, including advice regarding the use of the Service. All technical advice is given and accepted at the Customer's risk.
Each Party may disclose valuable confidential and proprietary information to the other Party. The receiving Party may use the disclosing Party's Confidential Information solely to fulfill Agreement purposes and in accordance with Agreement terms. The receiving Party shall protect the disclosing Party's Confidential Information using at least the same degree of care used to protect its own Confidential Information of like nature (but no less than reasonable care) to prevent unauthorized use, dissemination, disclosure, or publication. The receiving Party may disclose Confidential Information to its (and its Affiliates') employees, advisors, consultants, and agents on a need-to-know basis, provided substantially similar confidentiality obligations bind such parties.
Information is not deemed Confidential Information if it:
(a) is known to the receiving Party before disclosure from a source without confidentiality obligations to the disclosing Party;
(b) becomes known to the receiving Party (independently of disclosing Party's disclosure) from a source without confidentiality obligations to the disclosing Party;
(c) becomes publicly known or otherwise ceases to be secret or confidential, except through receiving Party's breach of this Agreement; or
(d) is independently developed by the receiving Party without use of or reliance upon the disclosing Party's Confidential Information, with receiving Party able to provide supporting evidence.
The receiving Party may disclose Confidential Information pursuant to court requirements, governmental agency demands, or operation of law, but shall (to the extent legally permissible) limit disclosure to requested information only and provide the disclosing Party prior written notice sufficient to permit contesting such disclosure.
The Parties agree to negotiate in good faith to resolve any disputes arising from this Agreement. If negotiations fail to achieve reasonable mutual satisfaction, each Party shall nominate one senior officer (Vice President, Division General Manager, or higher) as its representative. Within 30 days of a written request by either Party, these representatives shall meet and attempt good-faith dispute resolution. If senior officers are unable to resolve disputes, the Parties shall, upon written request by either Party, meet with an impartial mediator within 30 days for one day to consider alternative dispute resolution options to litigation.
If no alternative method is agreed upon within 30 days after mediation, either Party must proceed to arbitration in accordance with the clause below. This procedure is a required prerequisite to further action. No claim or action arising from this Agreement may be brought by either Party more than one (1) year after the cause of action accrues. Each Party hereby waives any right to a jury trial in connection with any action or litigation arising out of or related to this Agreement.
17.1.1 Scope of Arbitration. Any dispute, claim, or controversy arising out of or relating to the Nalpeiron Service, including the website, user interfaces, these Terms of Use, and this Arbitration Agreement, shall be determined by binding arbitration instead of the courts of general jurisdiction. Arbitration uses a neutral arbitrator instead of a judge or jury, allows more limited discovery than courts, and is subject to minimal court review. Arbitrators can award the same damages and relief as courts. By agreeing to these Terms, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and each Party waives the right to a jury trial or participation in a class action.
17.1.2 Survival. This arbitration provision remains in effect both upon termination of the Agreement and upon termination of the subscription.
17.1.3 Notice Requirements. To seek arbitration, the initiating Party must send a written Notice of the claim by certified mail ("Notice"). Notice to Nalpeiron: General Counsel, Nalpeiron, Inc., 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303 ("Notice Address"). Notice from Nalpeiron will be sent to the Customer's account address. Notice must: (a) describe the claim or dispute's nature and basis; and (b) set forth specific relief sought ("Demand"). If Parties do not resolve the claim within 30 days after Notice receipt, either Party may commence arbitration or file in small claims court. Settlement offer amounts shall not be disclosed to the arbitrator during the arbitration process.
17.1.4 AAA Rules and Procedures. The AAA administers arbitration under this Agreement in accordance with the American Arbitration Association ("AAA") Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules"), as modified by this Agreement. Customer can access AAA notice forms, arbitration initiation forms, and the complete AAA Rules at www.adr.org, by calling 1-800-778-7879, or by writing to the AAA at the address listed on its website. Upon Nalpeiron's receipt of Notice at the Notice Address that Customer has commenced arbitration, Nalpeiron will promptly reimburse Customer's AAA filing fees if the claim amount is US$10,000 or less.
17.1.5 Arbitration Procedures. Agreement terms bind the arbitrator. All issues, including the scope and enforceability of this arbitration agreement, are for the arbitrator to decide. Unless Parties agree otherwise, arbitration hearings occur in the county (or parish) of Customer's billing address (or, for non-U.S. residents, in Customer's country of residence at a reasonably convenient location, subject to AAA Rules, including arbitrator selection rules). For claims of US$10,000 or less, arbitration is conducted solely via documents or a telephonic/Zoom hearing, as per the AAA Rules. For claims exceeding US$10,000, hearing rights are determined by AAA Rules. The arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions that support the award. If the arbitrator issues a license to the Customer in excess of Nalpeiron's last written pre-arbitrator-selection settlement offer (or if no settlement offer was made), Nalpeiron will pay the award amount or the previous year's subscription fees, whichever is lower. Except as expressly set forth herein, all filing, administration, and arbitrator fees are governed by AAA Rules.
17.1.6 Class Action Waiver. YOU AND NALPEIRON AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN INDIVIDUAL CAPACITY AND NOT AS PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Unless Parties agree otherwise, the arbitrator may not consolidate multiple persons' claims with Customer's claims or preside over representative or class proceedings. If this provision is found unenforceable, the entirety of this arbitration provision is null and void. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary for that party's individual claim relief.
17.1.7 Statute of Limitations. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, DISPUTES MUST BE COMMENCED WITHIN TWO (2) YEARS AFTER THE DISPUTE ARISES OR THE MAXIMUM PERIOD PERMITTED BY APPLICABLE LAW, WHICHEVER IS LONGER, OR THEY WILL BE FOREVER BARRED.
Customer is bound as principal by all Agreement terms if an agent (including administrative contacts, resellers, distributors, or employees) purchases Services on Customer's behalf. Continued Service use ratifies any unauthorized agent actions. By using login credentials or purporting to act on Customer's behalf, the agent certifies authorization to:
(a) apply for Services;
(b) bind Customer to Agreement terms;
(c) apprise Customer of such terms; and
(d) otherwise act on Customer's behalf.
The Customer is responsible for all errors made by the agent.
This Agreement does not create a joint venture, partnership, or principal-agent relationship between the Parties. Neither Party has the right, power, or authority to obligate or bind the other.
Customer shall fully comply with all relevant export laws and regulations, including U.S. Export Administration Regulations and Executive Orders ("Export Controls"). Customer warrants it is not a person, company, or destination restricted or prohibited by Export Controls ("Restricted Person"). Customer shall not, directly or indirectly, export, re-export, divert, or transfer the Software, Service, any portion thereof, or any related materials, items, technology, technical data, or direct products thereof to any Restricted Person.
18.4.1 Excuse of Performance. Force Majeure excuses either Party's non-performance (excluding payment obligations) that is prevented, hindered, or delayed by such events. Force Majeure excuses the affected Party from performance to the extent and duration such events prevent performance is prevented, interrupted, or delayed by Force Majeure. Upon resumed performance, Nalpeiron and Customer will automatically adjust all Agreement dates to reflect the delay period
18.4.2 Definition of Force Majeure. "Force Majeure" means:
(a) fire, flood, earthquake, explosion, epidemic, pandemic, or act of God;
(b) strikes, lockouts, or other labor disputes or work stoppages;
(c) war (declared or undeclared), terrorism, riot, insurrection, or civil commotion;
(d) acts or orders of governmental or quasi-governmental authorities;
(e) failure or degradation of public telecommunications networks or internet infrastructure beyond the affected Party's reasonable control;
(f) power shortages or failures affecting regional infrastructure;
(g) failures of third-party hosting or cloud service providers that are not caused by the affected Party's failure to implement reasonable redundancy or failover measures;
(h) material or equipment shortages affecting multiple suppliers;
(i) widespread cyber attacks on critical infrastructure (excluding attacks targeting solely the affected Party's systems); and
(j) any other matter beyond the affected Party's reasonable control that could not have been prevented or avoided through the exercise of reasonable care, provided that lack of funds shall not constitute Force Majeure.
18.4.3 Limitations. Customer may not rely on Force Majeure for breaches of Subscription terms or Nalpeiron's Intellectual Property Rights.
The Parties are independent contractors. This Agreement does not create an employment, agency, or legal representative relationship.
This Agreement is governed by Colorado law, and Customer submits to Colorado court jurisdiction. The United Nations Convention on Contracts for the Sale of Goods does not apply.
Each Party retains sole ownership of its respective trademarks, trade names, service marks, and logos ("Marks"). Nalpeiron may:
(a) use Customer's name and/or logo in product literature, press releases, social media, and marketing materials;
(b) quote Customer's statements in press releases; and
(c) include Customer's name and/or logo in customer lists for promotional purposes.
Nalpeiron shall comply with Customer's written trademark guidelines and use Customer's Marks in a manner consistent with industry standards and practices. Neither Party grants ownership rights in Marks beyond this Section's scope.
Nalpeiron may provide notice via:
(a) general Service notice;
(b) email to Customer's registered address; or
(c) first-class mail or prepaid post to Customer's registered address.
Either Party's notice becomes effective 48 hours after mailing/posting or 12 hours after email transmission. Customer may provide notice to Nalpeiron (considered to be given upon receipt) via overnight delivery or first-class prepaid mail to Nalpeiron's address, attention: Chief Legal Officer or via email to legal@nalpeiron.com on the same terms. Nalpeiron may modify these Terms at any time by posting the revised Terms to this page. Such posting shall constitute sufficient notice of changes to these Terms, except that material changes to these Terms shall be subject to the notice provisions set forth herein.
We may need to modify this Agreement from time to time to reflect changes in our services, legal requirements, or business practices. When we make changes, we'll post the updated Agreement on our website, along with a changelog so that you can see any changes we made over time. Changes may include updates to Agreement terms, Service features, technical support options, and product policies. We'll always aim to give you sufficient notice of any material changes by posting updates to our website and, where appropriate, notifying you directly via email to your registered account address.
By continuing to use the Service after we've posted changes and provided notice, you're agreeing to the updated terms. If you don't agree with any modifications, you may take action as outlined in Section 4. Changes are limited to the minimum possible over time.
Nalpeiron (and its licensors) exclusively owns all rights, title, interest, and Intellectual Property Rights in the Nalpeiron Technology, Content, and Service. This Agreement is not a sale and conveys no ownership rights. Nalpeiron owns all feedback, suggestions, improvements, and ideas ("Feedback") provided by Customer. Customer grants Nalpeiron a perpetual, worldwide, fully transferable, sub-licensable (through multiple tiers), non-revocable, fully paid-up, royalty-free license to use, modify, create derivative works from, distribute, display, and exploit Feedback without compensation or credit. Nothing restricts Nalpeiron's right to use, profit from, disclose, publish, keep secret, or otherwise exploit product-related feedback.
Upon either Party's insolvency, inability to pay debts when due, bankruptcy filing (voluntary or involuntary), receivership, asset assignment, or Chapter 11 entry, the other Party may cancel unfulfilled obligations. Bankruptcy entitles Nalpeiron to immediate termination for cause upon written notice subject to applicable bankruptcy law.
Neither Party may assign this Agreement without prior written approval, except assignments to: (i) parent or subsidiary; (ii) asset acquirer (excluding bankruptcy acquisitions); or (iii) merger successor. Unauthorized assignments are void. Customer assignments require the assignee to execute a new license agreement on these terms. An actual or proposed change in control resulting in a Nalpeiron competitor owning or controlling 50% or more of the Customer entitles Nalpeiron to immediate termination for cause upon written notice. License transfers require Nalpeiron's written approval and transfer fees, which are determined in Nalpeiron's sole discretion. Customer shall contact Nalpeiron regarding license transfers upon acquisition or merger.
Provisions extending beyond termination or expiration remain effective until fulfilled and bind the Parties' successors and permitted assigns.
Courts shall reform unenforceable provisions to the maximum permissible extent to reflect the Parties' intent; remaining provisions continue in full force. Nalpeiron's acquiescence in or failure to act upon breaches does not waive rights regarding subsequent or similar breaches. Neither Party's delay or failure to exercise rights constitutes waiver or forfeiture.
Suppose Customer is a U.S. government entity, or this Agreement becomes subject to Federal Acquisition Regulations (FAR). In that case, the Customer acknowledges that the Platform constitutes "commercial computer software" and "commercial computer software documentation" as defined in FAR 12.212, DFARS 252.227-7014, and DFARS 227.7202. U.S. Government rights to use, modify, reproduce, release, perform, display, or disclose the Platform shall be as provided herein per FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4. Additional government rights require a mutually acceptable, signed, written addendum.
Nalpeiron may offer special promotions, giveaways, and offers subject to standard terms and conditions, exercisable at Nalpeiron's sole discretion and terminable at any time. Giveaways are provided "as is" without cash exchange options. Open to legal residents of the U.S. and Canada aged 18 and above; geographic restrictions may apply to specific promotions. Nalpeiron reserves the right to cancel, terminate, modify, or suspend promotions and select winners by random drawing. Giveaways must be claimed within 180 days; any unclaimed prizes will be forfeited. Recipients are responsible for all tax liabilities associated with their transactions. One entry per person; additional entries are void.
This Agreement constitutes the complete agreement between the Parties, setting forth Nalpeiron's entire liability (including corporate affiliates and Suppliers) and Customer's exclusive remedy regarding Services. Nalpeiron modifications or waivers require written authorization from an authorized representative, expressly referencing the applicable provisions. Invalid or unenforceable provisions shall be interpreted to accomplish objectives to the fullest extent possible; remaining provisions continue in effect. This Agreement supersedes all prior communications, representations, or agreements (whether oral or written), including purchase orders and contract terms, and replaces them in their entirety. Where the Agreement terms conflict with the purchase order's pre-printed terms, the Agreement terms take precedence. No additions or modifications bind the Parties absent written execution by duly authorized representatives. Order Forms, Sales Orders, Proposals, or Quotes do not constitute offers for the supply of goods or services.
Customer may not assign this Agreement without Nalpeiron's prior written approval. Nalpeiron may assign without consent to: a parent or subsidiary.
Unauthorized assignments are void. Failure to prosecute rights does not constitute waiver. This Agreement is written in English; Customer waives rights to translation under local law.
LIMITATIONS PERIOD: EXCEPT TO SEEK EQUITABLE RELIEF, PAYMENT OF FEES, OR TO PROTECT OR ENFORCE INTELLECTUAL PROPERTY RIGHTS OR CONFIDENTIALITY OBLIGATIONS, NO ACTION UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER THE DATE THE CORRESPONDING LIABILITY AROSE. Customer claims or damages are enforceable solely against Nalpeiron, not against any other entity or Nalpeiron's officers, directors, representatives, or agents.
Nalpeiron, 4450 Arapahoe Ave., Suite 100, Boulder, CO 80303, U.S.
Copyright Nalpeiron, Inc. All rights reserved. The Nalpeiron Growth Platform (Zentitle™, Zengain™, Zenmeter™), Nalpeiron Licensing Service™, NSL™, NSA™, PRO-Tector™, Total License Agility™, BetaTracker™, SupportConsole™, EngagePage™, OverdraftTracker™, TrialMaximizer™, ActiveMarketing Suite™, the Nalpeiron platform logos, Nalpeiron name, and the Nalpeiron company logo are trademarks of Nalpeiron.
