GeneralTermsandConditions
1. Scope
1.1 Parties: “Zippsafe” refers herein to Zippsafe USA Inc., a Delaware corporation; “Customer” refers herein to any person or legal entity testing, borrowing or purchasing or offering to test, borrow or purchase Goods, Services and Software from Zippsafe. Zippsafe and Customer are referred to herein as the “Parties”. The goods delivered or to be delivered, the services rendered or to be rendered and the software licensed or to be licensed by or on behalf of Zippsafe to Customer are herein referred to as the “Goods” the “Services,” and the “Software”.
1.2 Acceptance; Conflicting Terms: The terms and conditions of sale and delivery herein set forth (the “GTC“) shall constitute the sole and exclusive agreement between the Parties with respect to the Goods, the Services and the Software, except as otherwise specified in a writing duly executed by an authorized representative of Zippsafe. Mere issuance of a form or another document by or on behalf of Customer containing different or additional terms, conditions or provisions shall not be legally binding upon Zippsafe. Zippsafe’s acceptance or confirmation of Customer’s order shall not constitute an acceptance of provisions on any printed form or other document supplied by or on behalf of Customer which are different from, or additional to, any term set forth in the relevant offer issued by Zippsafe and/or any provisions hereof, unless specifically accepted in writing by an authorized representative of Zippsafe, and any such different or additional provisions are hereby expressly rejected. All orders shall be placed by Customer using one of the order forms supplied by Zippsafe from time to time (each, an “Order”).
1.3 Orders: A contract shall not be established between Zippsafe and Customer except upon Zippsafe’s written confirmation of an order by an authorized representative of Zippsafe. Upon acceptance or confirmation of Customer’s Order, Zippsafe shall be entitled to assume acceptance by Customer of these GTC and of any additional terms and conditions set forth in Zippsafe’s proposal or offer. Should Customer require amendments to be made to its Order subsequent to Zippsafe’s acceptance or confirmation of the same, no such amendment shall be effective unless and until an authorized representative of Zippsafe shall agree to such amendment in writing; provided, however, that Zippsafe may, at Zippsafe’s discretion, refuse to accept all or any part of any such request.
2. Trials & Pilots
2.1 Standard of Care: If the Order specifies that Goods are delivered on a trial basis and/or as part of a pilot program, Customer acknowledges that the Goods that are delivered to Customer shall continue to be the sole and exclusive property of Zippsafe and Customer shall safeguard the Goods with the same care and diligence as it safeguard and protect its own non-perishable personal property and equipment, in particular against loss (including but not limited theft), damage and reverse engineering. Without limiting the generality, Customer agrees that it shall be liable to Zippsafe for the loss (including but not limited to theft) of, or any damage to, and/or reverse engineering of any Goods in Customer’s possession, shall at all times track the location of the Goods and, upon the completion of the trial period and/or the expiration or termination of the term specified for the pilot program in the related Order, shall promptly return to Zippsafe or otherwise dispose of the Goods in the same condition as it was delivered, reasonable wear and tear excepted, and in the original packaging, in which it was delivered to Customer, at Customer’s cost and expense and in accordance with Zippsafe’s instructions.
2.2 Insurance: Customer shall maintain with a financially sound and reputable insurer insurance with respect to its properties and business against such casualties and contingencies as shall be in accordance with general practices of businesses engaged in similar activities. Such insurance shall be in such amounts, contain such terms, be in such forms and be for such periods as may be reasonably satisfactory to Zippsafe. Without limiting the foregoing, Customer shall (a) keep all of its physical property (including the Goods) insured with casualty or physical hazard insurance on an "all risks" basis with a full replacement cost endorsement, and (b) maintain, in amounts and with deductibles equal to those generally maintained by businesses engaged in similar activities, general public liability insurance against claims of bodily injury, death or property damage occurring, on, in or about the properties of Customer, which shall include damage to, the loss of, or liability resulting from, the Goods. Zippsafe shall be named as additional insured. The insurance shall not be cancellable except upon at least thirty (30) days‘ written notice to Zippsafe. Customer shall furnish Zippsafe, promptly upon request, certificates of insurance and copies of the policies evidencing compliance with this section.
3. Terms of Payment
3.1 Payment Terms: Unless otherwise agreed in writing, Zippsafe is entitled to invoice seventy percent (70%) of the contractually agreed price within thirty (30) days after the delivery of the acceptance of Customer’s order and thirty percent (30%) after delivery of the Goods. The quoted prices are exclusive of sales or other taxes, which are charged to Customer (see also Section 3.3). In the event of a late payment by Customer, Zippsafe reserves the right to terminate or suspend any pending Orders. The net amount shall be due within thirty (30) days from the date of delivery of the invoice and shall be paid by wire in immediately available funds (all bank charges paid by payor) to the account set forth on the invoice.
3.2 Late Fees: Any late payments shall be subject to (a) a late charge of Five Hundred Dollars ($500) and (b) the lower of (i) the prime rate (as published in the Wall Street Journal) plus five percent (5%) of the outstanding amount or the maximum permissible interest rate.
3.3 No Offsets: Customer is under no circumstances entitled to offset, withhold or otherwise deduct from any invoice any amount due and payable to Zippsafe.
3.4 Taxes: Except as otherwise provided by law, Customer shall be solely responsible to pay all income, sales, excise, or other taxes due in connection with any order of Goods, Services and/or Software. If Customer claims an exemption from any tax, Customer shall submit the relevant exception certificate to Zippsafe together with the Order and promptly upon Zippsafe’s request.
4. Limited Warranty
4.1 Limited Warranty: Zippsafe warrants to Customer that the Goods, Services and Software shall substantially conform to the written specifications published by Zippsafe in regard to the Goods, Services and Software for the use contemplated by Zippsafe subject to the conditions set forth herein. Customer shall not be entitled to a warranty claim merely on the grounds of non-conformance of the Good’s optical characteristics; Customer must demonstrate the Good’s functionality was compromised. Customer shall separate non-conforming Goods from conforming Goods, and Customer shall be deemed to have accepted any other Goods. The limited warranty set forth in this paragraph shall apply not only to the Goods but also to any replacement Goods. Zippsafe shall be entitled to charge Customer for the costs and expenses incurred in examining, transporting and/or storing the Goods in the event of an unjustified claim under this limited warranty.
4.2 Exclusions: This limited warranty shall not cover any non-conformance, damage or other defect caused by or resulting from (i) any alteration or modification to the Good made by any Person other than Zippsafe or any Person authorized by Zippsafe, (ii) any negligence or accident involving the Good, (iii) any abuse, misuse or other improper, unsuitable or abnormal usage or storage of the Good (including use of any Good past specified latest use dates), (iv) any failure to conform strictly to Zippsafe’s instructions, notices, warnings or other guidelines, including in connection with the use, transportation or storage of the Good, (v) any non-conformance, damage or other defect due to instructions, notices, warnings or other guidelines supplied by or on behalf of Customer or any other third party, (vi) any exposure of the Good to unusual temperatures, humidity weather or environmental conditions, or (vii) any Force Majeure Event (as hereinafter defined). Ordinary wear and tear shall not be considered a defect in workmanship or materials.
4.3 Remedies: At the request and in accordance with the instructions of Zippsafe, Customer must return any non-conforming Good to Zippsafe at its own expense. If in Zippsafe’s judgment any Good is non-conforming, Zippsafe shall reimburse Customer for the reasonable out-of-pocket expenses incurred in connection with the shipping of the Good to Zippsafe and, at its election, either (a) repair the non-conforming Good and redeliver it to Customer, (b) replace the non-conforming Good and deliver it to Customer, (c) refund the purchase price for the non-conforming Good or (d) issue a credit for the non-conforming Good. Upon request, Customer shall discard or otherwise dispose of a non-conforming Good rather than ship it to Zippsafe. If in Zippsafe’s judgment any Good is not non-conforming, Customer shall remain responsible for the expenses for shipping the Good to Zippsafe. The remedies set forth in this Section 4.4 are and shall be Customer’s sole and exclusive remedies, and the liability of Zippsafe to Customer is expressly limited to these remedies.
4.4 Limitation of Liability: NEITHER ZIPPSAFE NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR DAMAGES OR LOSSES IN EXCESS OF THE PURCHASE PRICE PAID BY CUSTOMER, AND NEITHER ZIPPSAFE NOR ANY OF ITS AFFILIATES SHALL BE LIABLE TO CUSTOMER OR ANY OTHER PERSONS, WHETHER BY WAY OF INDEMNIFICATION OR CONTRIBUTION OR OTHERWISE, FOR INCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES (SUCH AS LOST REVENUE, LOST PROFITS, LOST TIME, LOST REPUTATION, OR LOST SERVICES OR PRODUCTS), WHETHER ARISING FROM NON-CONFORMING MATERIALS, WORKMANSHIP, MANUFACTURE OR DESIGN, BREACH OF WARRANTY, DELAYS IN DELIVERY OR FROM ANY OTHER CAUSE WHATSOEVER OR BASED UPON ANY LEGAL THEORY WHATSOEVER, INCLUDING BUT NOT LIMITED CONTRACT, NEGLIGENCE, TORTS, OR CONSUMER FRAUD. THIS WARRANTY SHALL BE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND ALL IMPLIED WARRANTIES ARE, AND SHALL BE, EXCLUDED. Zippsafe’s warranty obligation is limited to Customer, i.e., the original purchaser of the Good (in the event or trial or pilot program, the Person that placed the Order for the Good). Damage incurred in transit from the point of origin to Customer’s Site (as hereinafter defined) or, in the event of a return of the Good, from Customer’s Site to Zippsafe’s site, shall not be covered in Zippsafe’s limited warranty.
4.5 Notices: Any failure to conform substantially to any specification must be reported to Zippsafe in writing within seven (7) days after the date of receipt of the Goods by Customer and to the extent that any substantial non-conformance or defect cannot be detected by a reasonable and customary inspection, such written report shall be delivered to Zippsafe within seven (7) days after its discovery but in no event later than ninety (90) days after the date of receipt of the Good, Service, or Software in question. Any claim by Customer shall be made in writing, shall describe the full lot and invoice number of any non-conforming Good and all relevant facts in sufficient detail and shall be delivered (including copies of all relevant documents) by e-mail to support@zippsafe.ch.
4.6 SaaS License: Software offered by Zippsafe is provided as a software as a service (SaaS) and, as such, shall be licensed only and not assigned, conveyed, sold or otherwise transferred to Customers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 4.1, ALL LICENSED SOFTWARE, DOCUMENTATION AND OTHER PRODUCTS, INFORMATION, MATERIALS, AND SERVICES PROVIDED BY ZIPPSAFE ARE PROVIDED “AS IS”. ZIPPSAFE SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ZIPPSAFE MAKES NO WARRANTY OF ANY KIND THAT ANY LICENSED SOFTWARE OR DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER’S OR OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
5. Terms of Delivery
5.1 Shipping Term: All prices shall be (a) for any shipment originating at Zippsafe at any destination in the U.S., F.O.B. (as defined by the U.C.C. as adopted under applicable law) Zippsafe’s facility (including if Customer or its agents pick up the Goods at Zippsafe’s facilities) or (b) for any shipment originating outside the U.S. and/or to be delivered to a destination outside the U.S., EXW (Incoterms 2020) Zippsafe’s facility, in either case except as set forth in these GTC and/or in any writing signed by an authorized representative of Zippsafe.
5.2 Risk of Loss or Damage: The risk of loss and damage shall pass to Customer upon Zippsafe’s placement of the Goods at the disposal of Customer (or its carrier or other agent) at Zippsafe’s facility and as otherwise contemplated by the relevant shipping term. In any case, the risk of loss and damage shall pass to Customer once the Goods have been put into the possession of the carrier at the point of origin.
5.3 Packaging: Unless otherwise provided in the relevant Order, pricing is based on standard cardboard boxes and standard/disposable pallets, including standard (foiled) transport packaging; if the Order refers to special packaging (e.g., non-standard cardboard boxes, non-standard pallets and additional or non-standard packaging), then the pricing may be subject to extra charges.
5.4 Shipping: Whenever possible in its professional judgment, Zippsafe shall ship in accordance with Customer’s instructions. If a carrier and/or a method of shipment and/or routing are not specified, Zippsafe shall exercise its professional judgment in selecting a carrier, the method of shipment and/or routing, as the case may be, in order to deliver the Goods to Customer’s address indicated by Customer (the “Customer’s Site”). Zippsafe shall not be responsible for any other costs and expenses incurred in connection with the transportation from the point of origin to the Customer’s Site, including without limitation, the carrier’s charges, transport insurance and other charges, including those incurred at the point of origin and at the destination, or in transit, such as any costs of storage, unpacking, assembly, installation or any other work, services or expenses performed or incurred in transit or at Customer’s Site, unless otherwise agreed in writing by an authorized representative of Zippsafe.
5.5 Delivery Times: Any delivery dates furnished by Zippsafe to Customer are estimates only and do not require Zippsafe to ship or deliver the Goods, the Services or the Software on the dates indicated unless specifically so stated by an authorized representative of Zippsafe in writing that “TIME IS OF THE ESSENCE.” Zippsafe reserves the right to make partial shipments and to submit separate invoices to Customer for each such partial shipment. If Customer defaults in its obligations in regard to any partial shipment, Zippsafe may suspend any additional shipments unless and until Customer cures such default, and shall have such other remedies as set forth herein or in the proposal, bid or order acknowledgment and/or as available under applicable law. Binding delivery dates shall be subject to change for any cause which interferes with Zippssafe’s or any of its Affiliates’ production, supply, packing, processing or transportation of the Goods (whether or not caused or contributed to by Zippsafe’s negligence or any other act or omission, including, but not limited to, any Force Majeure Event). If Zippsafe fails to comply with designated, binding or other delivery dates, makes partial shipments, or fails to perform its obligations in accordance with any time limits, Zippsafe shall not incur any liability whatsoever for any consequential, incidental, special, exemplary or punitive damages as set forth in Section 4.4.
6. Confidentiality and Privacy
6.1 Confidentiality: Customer agrees to keep strictly confidential all non-public, proprietary and otherwise confidential information and documents of or regarding Zippsafe and/or its Affiliates and their goods, services and intellectual property (collectively, the “Confidential Information”) that have been or will be disclosed to it in the course of the business relationship with Zippsafe and/or its Affiliates, whether in the course of ordering, acceptance or use of, other goods, services or other intellectual properties, or otherwise, whether or not marked “confidential” (including but not limited to business or technical information contained in instructions, warnings, notices, specifications, presentations, offer documents, offer confirmations, delivery bills, accompanying documents, plans or similar documents, records or files (in whatever form), strictly confidential and to keep them secret from third parties and not to use them except exclusively to use the Goods, Services and Software during the term specified in Customer’s Order and subject to the terms and conditions set forth in such Order and the GTC. Upon the expiration or termination of the term, Customer shall return all documents containing Confidential Information in its possession in whatever format (including paper, digital or electronic) to Zippsafe and, to the extent that such documents cannot be returned due to technological limitations, shall destroy and delete them permanently. Promptly upon request, Customer shall certify under penalty of perjury its strict compliance with the provision of this section. The obligations of Customer set forth in this section shall survive the expiration or termination of Customer’s Order.
6.2 Processing of Personal Data and Information/Compliance with Personal and Consumer Data Privacy and Protection Laws: Zippsafe seeks to comply with applicable data protection, data privacy and similar laws and is dedicated to the implementation of policies and procedures necessary and/or advisable in its judgment to ensure that the Software complies with applicable laws to the extent that it is used to collect, process, store, and/or control personal data and information of individuals, whose personal data and information is collected, processed, stored, and/or controlled in connection with the use of the Software. Zippsafe also seeks to ensure that in connection therewith those who collect, process, store, and/or control personal data are informed about any obligations and restrictions in connection with the collection, processing, storing, and/or controlling of personal data. For U.S. customers: No legal restrictions apply to the data of U.S. individuals collected, processed, stored and/or controlled within the U.S. in a manner described in the Order. The collection, processing, storing, controlling and/or sale of personal data and information in Switzerland and the European Union, respectively, is regulated by Art. 9 DSG (Swiss Data Protection Act) and Art. 28 GDPR (EU General Data Protection Regulation); please see Zippsafe’s Data Processing Agreement, a current version of which can be found at https://www.zippsafe.com/us_en/dpa.
7. Force Majeure
7.1 Definition: A “Force Majeure Event” shall be an event that prevents Zippsafe and/or any of its Affiliates from fulfilling one or more of its contractual obligations and which shall be beyond its reasonable control. Force Majeure Events include in particular (but are not limited to) any act of war or terrorism, any currency and trade restriction, any sanction, any official order, any official act, any expropriation, any nationalization, any pandemic, any epidemic, any natural disaster or any extreme natural event, any accident, any delayed or faulty delivery of semi-finished and finished good, any breakdown of any means of transportation, telecommunication and/or information systems and any labor unrest, slowdown or strike.
7.2 Suspension and Termination: Upon the occurrence of a Force Majeure Event, Zippsafe shall have the right - without prejudice to its other rights - to suspend or to terminate Customer’s Order in whole or in part and without further ado, if the Force Majeure Event lasts longer than ninety (90) consecutive days or ninety (90) non-consecutive days in any twelve (12) months period. A Force Majeure Event shall in no event excuse Customer’s obligation to make a payment.
8. Intellectual Property Rights; No Reverse Engineering.
8.1 No Transfer of IP: Zippsafe and its Affiliates shall have and retain the sole and exclusive right, title and interest in and to, and copyright of, all information and documentation relating to the Goods, Services and Software delivered to or shared with Customer, including but not limited to all trade secrets and all illustrations, drawings, sketches and summaries, which are to be promptly returned to Zippsafe upon request, and all copies which cannot be returned due to being in digital, electronic or like formats shall be deleted permanently and, upon request, Customer shall certify under penalty of perjury such destruction in writing executed by one of its officers. Zippsafe and its Affiliates shall also have and retain all intellectual property and ownership rights (including but not limited all trade secrets) relating to the Goods and the Software and any forms, prototypes and technical solutions relating to the Goods and the Software. Nothing in these GTC or any proposal, offer, Order or order acknowledgment shall imply an assignment, conveyance or other transfer of any right, title or interest in and to any of Zippsafe’s or any of its Affiliates’ intellectual property rights in the Goods, Services and/or Software to Customer or any other Person or to create a license to make or manufacture, or have made or manufactured, any good similar to the Good or the Software. Customer herewith acknowledges and agrees that ANY VIOLATION OF ZIPPSAFE’S OR ANY OF ITS AFFILIATES’ COPYRIGHTS SHALL BE A WILLFUL VIOLATION OF COPYRIGHT LAWS, which shall entitle ZIPPSAFE and its Affiliates to collect statutory and other damages as well expenses, including attorneys’ fees, from Customer.
8.2 No Reverse Engineering: Customer shall not be entitled to make or have made any Goods, Services or Software by reverse engineering or otherwise using any Good, Service of Software, or parts thereof, as a prototype or model. This prohibition includes the manufacture of such reverse engineered Good, Service or Software, whether independently or with or through an agent or any other Person, as well as the direct or indirect participation in the distribution of any reverse engineered goods.
9. Indemnity
Customer shall indemnify, defend, reimburse and hold Zippsafe and its Affiliates, and their respective direct and indirect shareholders, directors, officers, employees, representatives and other agents, harmless from and against all costs, losses, liabilities, damages and expenses (including attorneys’ fees and expenses), arising out of or resulting from (i) any breach by Customer or its Affiliates, and their respective direct and indirect shareholders, directors, officers, employees, representatives or other agents (the “Customer Parties”) of any of its obligations to Zippsafe under any Order or otherwise or (ii) any actual or threatened claim, demand, action or proceeding initiated by any third party arising out of or resulting from an act or omission of the Customer Parties.
10. Dispute Resolution
10.1 Governing Law: These GTC shall be governed by the laws of the State of New Jersey, without reference to its conflicts of law principles; provided, however, that the Parties expressly exclude the application of the 1980 United Nations Convention on Contracts for the International Sales of Goods.
10.2 Arbitration: Each of Zippsafe and Customer hereby irrevocably consents that any controversy or claim arising out of or relating to any purchase, sale or use of Goods and/or Services or any related matter shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration shall be held, at Zippsafe’s election, in a location within twenty-five (25) miles of Fort Lee, New Jersey, before one arbitrator selected from the roster of arbitrators of the AAA. The arbitrator shall be an attorney practicing commercial law in New Jersey with at least fifteen (15) years of relevant experience with an office in a location within twenty-five (25) miles of the site of the arbitration.
10.3 Court Actions. Nothing in this Section 10 shall affect the right of Zippsafe to bring any suit, action or proceeding against Customer or its property in any court of any jurisdiction, including but not limited to enforce any award, to collect any moneys due or overdue or to seek injunctive and/or equitable relief (in which event Customer hereby waives any right to require that bond or the like security be posted in connection therewith).
10.4 Waiver of Jury Trial: EACH OF ZIPPSAFE AND CUSTOMER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY TRANSACTION HEREUNDER.
10.5 Legal Fees: In connection with any controversy hereunder, each Party shall be responsible for its attorneys’ fees and disbursements and all court and related costs and expenses, except that if Zippsafe shall be the prevailing Party in any such controversy Zippsafe shall be entitled to reimbursement of attorneys’ and experts’ fees and disbursements (including all fees, charges and expenses of the AAA and any court and related costs and expenses) from Customer.
11. Miscellaneous
11.1 Notices: Any notice given hereunder shall be in writing and shall be deemed given: (i) upon delivery, if by hand; (ii) after one (1) Business Day, if sent between destinations within the continental United States, or two (2) Business Days, if sent between the continental United States and any other jurisdiction, if sent by tracked air courier (e.g., UPS, DHL, Airborne or FedEx) or (iii) within five (5) Business Days if sent be certified mail, return receipt requested. All notices to Zippsafe hereunder shall be given to Zippsafe USA Inc., 2125 Center Ave., Suite 507, Fort Lee, NJ 07024; attn.: Chief Executive Officer, and all notices to Customer shall be given to such address as indicated in the relevant purchase Order or order acknowledgment, or at such other address (or to such other individual’s attention), as shall be specified by like notice by the relevant Party.
11.2. Merchants: Customer acknowledges and agrees that (i) it shall be a “merchant” within the meaning of the Uniform Commercial Code, as in effect from time to time in the State of New Jersey (the “UCC”) and (ii) any transaction between Zippsafe and Customer shall be deemed to be “between merchants” within the meaning of the UCC. Customer further acknowledges and agrees that it has the skill and knowledge of a merchant in the Goods and Services, particularly in that it has a legal and/or purchasing department, business personnel or other agents who are familiar with the business practices involved in the transaction contemplated hereby or otherwise equipped to handle such a transaction.
11.3 Person: “Person” shall mean any individual and any legal entity, including but not limited to any corporation, limited liability company, general or limited partnership, trust, foundation or other for-profit or not-for-profit entity incorporated or formed under the laws of any jurisdiction.
11.4 Affiliate: “Affiliate” as to any legal entity shall mean any other legal entity Controlling, Controlled by or under common Control with such legal entity. “Control” shall mean the ability to determine or influence the management or the business affairs of a legal entity, whether by law, contract or ownership.
11.5 Business Day: “Business Day” shall mean any day except Saturday, Sunday or any other day that a banking institution within the State of New Jersey is required by law to be closed.
11.6 Assignment: Customer may not assign any of its rights or delegate any of its obligations hereunder to any third party. Zippsafe may assign claims of any kind to a third party.
11.7 Reference: Unless otherwise instructed, Zippsafe and its Affiliate shall be permitted to name and refer to Customer as a reference in its promotional materials, including on the internet and in other communications.
11.8 Amendments; Waivers: Changes and additions to, or waivers of, any terms set forth in Zippsafe’s offer or Customer’s order must be made in writing to be effective and must be executed by the Parties. Oral agreements in this context shall not be effective, and Zippsafe’s course of conduct shall not be deemed to constitute a waiver or agreement to amend any offer or order. The failure or omission of Zippsafe to insist upon strict performance of any term or condition hereof or to exercise any right hereunder shall not be deemed to be a modification of any term or condition hereof or a waiver or relinquishment of the future performance of any such term or condition, nor shall such failure or omission constitute a waiver of the right of Zippsafe to insist upon future performance by Customer of any such term or condition.
11.9 Severability: If any individual provision of these GTC or any offer or order shall be found by a court or an arbitrator to be legally invalid or unenforceable, the validity of the remainder of the document in question shall remain unaffected. In such cases, the Parties shall replace the affected provision with an effective provision that is as economically equivalent as possible, thereby achieving the intended purpose to the greatest extent possible.
11.10 Entry into force: These GTC enter into force on June 01, 2025 and shall replace all previous versions of the GTC.
