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ZeroHack Terms And Conditions

1. Definitions.

In addition to the terms defined elsewhere, the following terms shall have the meanings set forth below: (a) “Documentation” shall mean documents, agreements, marketing materials, and any other items or information in any medium provided by ZeroHack or its designees, that describes ZeroHack or its Services. (b) “End User” shall mean any Eligible Company or Person that timely enters into an End User Agreement or ZeroHack Quote by providing accurate and complete information required by ZeroHack in order for ZeroHack to enroll the Eligible Company or Person and perform the Services. Only those Eligible Persons or the Eligible Company who have entered into an End User Agreement or ZeroHack Quote prior to the Enrollment Deadline specified on the ZeroHack provided Quote, Purchase Order, Contract, or Stripe checkout shall be deemed End Users pursuant to this Agreement and entitled to receive the Services hereunder. (c) “End User Agreement” shall mean the ZeroHack Quote or agreement between ZeroHack and each End User or Company, accepted by the End User or Company upon enrollment of Services at ZeroHack or on the ZeroHack Internet website for which ZeroHack agrees to provide the Services. (d) “Services” shall have the meaning set forth in the first paragraph of the Agreement, as such Services may be modified and/or further described or limited on ZeroHack’s Internet website (as modified by ZeroHack from time to time), as and to the extent permitted by applicable law.


2. Acceptance Of Terms.

This Agreement constitutes an offer by ZeroHack to provide the Services under these exact terms only, and acceptance is limited to acceptance of these exact terms without modification. This agreement may be electronically accepted at Any additional or different terms in Company’s acceptance (whether via delivery to ZeroHack of a purchase order or otherwise) will be construed as proposals and will not become part of the agreement between the parties unless ZeroHack agrees in writing to the additional terms. Company’s rendering of the Services to Eligible Persons shall be deemed an acceptance of the terms of the Agreement, in the form provided by ZeroHack, without modification (except as agreed in writing by ZeroHack).


3. Payment.

Company’s payment of the Final Purchase Price, as applicable, shall be made in accordance with the instructions and within the time periods set forth on the ZeroHack provided Quote, Purchase Order, Contract.


4. Duties Of The Company.

Company represents and warrants to ZeroHack and agrees as follows: (a) Correspondence with ZeroHack. Company shall use its best efforts to, on or before the date specified in the ZeroHack provided Quote, Purchase Order, Contract, or Stripe checkout to this Agreement for the commencement of ZeroHack’s performance of the Services to End Users, deliver to ZeroHack all technical and other related information required or requested by ZeroHack for ZeroHack to perform the Service. Company shall bear the costs and expenses of delivery of such correspondence. Company may communicate the availability of the Services to the Eligible Persons at the Company using only the Documentation or other materials delivered to Company by ZeroHack or approved by ZeroHack in writing prior to such use. (b) Authorization. The person executing the ZeroHack provided Quote, Purchase Order, Contract, or Stripe checkout to this Agreement is authorized and empowered to execute this Agreement on behalf of Company and, upon execution of this Agreement by Company, the Agreement will be binding on and enforceable against Company in accordance with its terms.


5. Duties Of ZeroHack.

ZeroHack shall provide the Services to Company and End Users who remain in compliance with the obligations set forth in their respective End User Agreement, and ZeroHack’s policies and procedures then in effect from time to time, for the period set forth under “Number of Years of Service” in the ZeroHack provided Quote, Purchase Order, Contract, or Stripe checkout following the date of enrollment by each respective End User; provided, that only those End Users enrolled on or before the Enrollment Deadline specified on the ZeroHack provided Quote, Purchase Order, Contract, or Stripe checkout will be eligible to receive the Services under and pursuant to this Agreement.


6. End User Relationship.

(a) Relationship of End User. Any End User enrolled for Services in connection with this Agreement shall be a sole and exclusive customer of ZeroHack as to the Services. (b) Further Solicitation of End Users. Company acknowledges that ZeroHack may, during the initial term of its relationship with End Users, or thereafter, solicit the End Users to continue ZeroHack’s services following termination of the initial period of ZeroHack’s provision of Services to such End Users. Company shall not, however, be obligated to pay for the Services following the initial period of ZeroHack’s provision of Services to such End Users provided pursuant to this Agreement, and the Eligible Persons shall be under no binding obligation to purchase ZeroHack’s services by virtue of Company’s execution of this Agreement. Company shall not, during the term of ZeroHack’s relationship with the End Users pursuant to this Agreement or thereafter, take any actions with the intent to, or a result of which would, discourage End Users and Eligible Persons from enrolling for and/or receiving the Services. (c) Renewal Notice. Not less than thirty (30) days prior to the stated termination date of Services to the Company or first Eligible Person enrolled for Services pursuant to this Agreement, ZeroHack may deliver to Company a form of correspondence to be delivered to the Company or by Company to the Eligible Persons, which correspondence shall notify the Eligible Persons of the pending renewal of Services and containing information relating to the method for opting out of the automatic re-enrollment for Services. Company shall promptly deliver such correspondence to the Company or to Eligible Persons designated by ZeroHack in such format as shall have been primarily used by Company to originally communicate the availability of the Services pursuant to this Agreement, and with such content as ZeroHack shall provide in its reasonable discretion. Company shall bear the expense of such communications (other than the cost of producing copies of printed materials, which cost shall be borne by ZeroHack) until the date of termination of Services rendered to the End User most recently enrolled for Services pursuant to this Agreement, and following such period Company shall have no obligation, except as required by law, to deliver additional correspondence to Eligible Persons pursuant to this Agreement.


7. Disclaimers.

(a) End User Agreement. The terms and conditions set forth in the End User Agreement are solely between the End User or Company and ZeroHack. In no event shall Company, or any third party, be a party to such End User Agreement, and in no event shall Company or any third party be deemed a third party beneficiary thereof. (b) Warranty Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ZEROHACK MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, REGARDING THE SERVICES, THEIR MERCHANTABILITY, OR THEIR FITNESS FOR ANY PARTICULAR PURPOSE. Company shall have no right or authority, express or implied, directly or indirectly, to alter, enlarge, or limit the representations and warranties or scope of services contained in the Documentation. ZeroHack may, in its sole discretion, revise such representations, warranties, and scopes of service from time to time.


8. Confidential Information.

(a) Generally. Company acknowledges that it may obtain information relating to ZeroHack and to the Services which Company knows or has reason to know, or reasonably believes, is of a confidential and/or proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not limited to, price guidelines, future service releases, trade secrets, know-how, inventions, processes, programs, schematics, data, pricing and discount schedules, customer lists, financial information and sales and marketing plans. Confidential Information shall not include information which is: (a) previously known to Company without obligation of confidence or without Monitored of this Agreement; (b) which is publicly disclosed (other than by the recipient) either prior or subsequent to Company’s receipt of such information; (c) is rightfully received by Company from a third party without obligation of confidence; (d) is developed independently of the Confidential Information or (e) that is required to be disclosed by Company by law or by the order of a court or similar judicial or administrative body. Company shall at all times keep and hold such Confidential Information in the strictest confidence, and shall not use such Confidential Information for any purpose other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without ZeroHack’s prior written consent. (b) Protection of Confidential Information. Company shall not disclose any Confidential Information to any person or entity, other than to Company’s employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and who have agreed to treat such Confidential Information as confidential consistent with the terms of this Agreement, without ZeroHack’s prior written consent. Company shall not disclose any of the terms and conditions of this Agreement to any person or entity whatsoever other than to its legal counsel, except as such disclosure may be required for accounting or tax reporting purposes or as otherwise may be required by law. (c) Return of Confidential Information. Upon termination of this Agreement, other than as required by law, Company shall return, destroy, or erase the Confidential Information available in tangible or intangible form upon the earlier of: (i) written request by ZeroHack; or (ii) 30 days following termination of this Agreement. In both cases, upon request Company shall certify promptly in writing that it has done the same.


9. Limitation Of Liability/Consequential Damages Waiver.



10. Indemnification.

Company shall indemnify, defend, and hold harmless ZeroHack, its affiliates, and its respective officers, directors, employees, and agents from and against any and all claims, damages, losses, suits, actions, demands, proceedings, expenses, and/or liabilities of any kind or of any nature, including reasonable attorneys’ fees, expert fees, and court costs, arising out of or in connection with the Company’s use or distribution of the Services, the failure of Company to comply with any provision of this Agreement, and/or Company’s intentional or negligent acts or omissions (except to the extent arising from ZeroHack’s gross negligence or willful misconduct). ZeroHack shall promptly notify Company of any claim or threatened claim to which this Section 10 applies and shall cooperate with Company in every reasonable manner in defense of such claim. This Section 10 shall survive the termination of this Agreement for any reason.


11. Independent Contractors.

The relationship of ZeroHack and Company established by this Agreement is that of independent contractors. This Agreement does not give either Party the power to direct and control the day-to-day activities of the other, constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint undertaking, or allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.


12. Termination.

ZeroHack may terminate this Agreement immediately upon written notice for cause, and otherwise may terminate this Agreement for any reason or no reason upon 30 days’ prior written notice to Company.


13. Governing Law.

This Agreement is governed by the laws of the State of New York, without regard to its conflict of law principles. Each Party agrees to bring any action or proceeding arising out of or relating to this Agreement exclusively in the state or federal courts in New York County in the State of New York, and each Party irrevocably submits to the jurisdiction of and venue in such courts. The prevailing Party in any action or proceeding to enforce any provision of this Agreement will be entitled to recover reasonable attorneys’ fees and costs incurred in connection with such action or proceeding.


14. Waivers.

Any term or condition of this Agreement may be waived at any time by the Party entitled to the benefit thereof only by a written instrument executed by such Party. No delay on the part of any Party in exercising any right, power, or privilege hereunder will operate as a waiver thereof, nor will any waiver on the part of any Party of any right, power, or privilege hereunder operate as a waiver of any other right, power, or privilege hereunder, nor will any single or partial exercise of any right, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power, or privilege hereunder.


15. Entire Agreement.

This Agreement, together with the Exhibits and Schedules hereto and any End User Agreement and ZeroHack provided Quote, Purchase Order, Contract, or Stripe checkout, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings and agreements, whether written or oral, with respect to such subject matter.

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