Terms of Service

1.1 "Affiliate"

means any entity which directly or indirectly controls, is controlled by, or is under common control with a party.

1.2 "Customer Data"

means any data, information, records, files, communications and other content that is transmitted from one Customer Endpoint to one or more other Customer Endpoint(s) using the Netzilo Solution and can only be encrypted/decrypted by the Customer.

1.3 "Customer Endpoint"

means a device of Customer or a Permitted User that has the Netzilo Client Software installed upon it.

1.4 "Documentation"

means the online documentation, guidelines and policies provided by Netzilo in relation to the Netzilo Solution, including our service descriptions, Service Level Agreement ("SLA"), acceptable use policies, technical documentation, user guides and support documentation, and any Updates thereto.

1.5 "Integrations"

means any software application, functionality, website, product or service that will connect to or integrate with the Netzilo Solution or embed certain functionality into a third party platform or service, including via an API or SDK. You and your Permitted Users choose which Integrations to activate with respect to your use of the Netzilo Solution.

1.6 "Order Form"

means an ordering document regarding the Netzilo Solution to be provided under our Main Service Agreement that is entered into between Netzilo or any of its Affiliates and a customer, or between Netzilo or any of its Affiliates and any of such customer's Affiliates.

1.7 "Permitted User"

means an individual human who is authorized by Customer to access and use the Netzilo Solution.

1.8 "Plan"

means a subscription package for the Netzilo Solution. We offer several Plans for both personal and business use at different price points, including free Plans, each with a slightly different mix of available features, functionality, limits, support and configuration options. For more information on our available Plans, please visit our Pricing page. We reserve the right to modify our Plans and any applicable service fees at any time.

1.9 "Netzilo Client Software"

means Netzilo's proprietary software that is installed on Customer Endpoints and any Updates thereto.

1.10 "Netzilo Platform"

means Netzilo's proprietary Internet-accessible software and service that is hosted and maintained by Netzilo.

1.11 "Netzilo Solution"

means the totality of Netzilo's proprietary service that includes the Netzilo Platform and Netzilo Client Software, as well as any other software, information or services related thereto provided by Netzilo to Customer.

1.12 "Updates"

means any version updates, bug fixes, patches, error corrections, and other similar software or content updates to the Netzilo Client Software or Documentation.

2.1 Provision and Access

In accordance with the terms and conditions of the Agreement, Netzilo shall grant you and your Permitted Users access to and use of the Netzilo Solution as detailed in Documentation solely for your own personal use or internal business purposes (as applicable depending on your Plan). This includes a limited, revocable, worldwide, non-exclusive, non-transferable, license to download and use the Netzilo Client Software on Customer Endpoints solely in connection with your use of the Netzilo Solution. You agree that your purchase of the Netzilo Solution is not contingent on the delivery of any future features or functionality, or dependent on any oral or written public comments made by us regarding future functionality or features.

2.2 Ownership

As between the Customer and Netzilo, the Netzilo Solution and Documentation, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Netzilo. Nothing in the Agreement shall be interpreted to provide Customer with any rights in the foregoing, except the limited right to use the Netzilo Solution subject to the Agreement.

You may not, directly or indirectly, do or attempt any of the following: (i) misappropriate or otherwise commercially exploit any part of the Netzilo Solution; (ii) modify, disassemble, decompile, reverse engineer, copy, reproduce, or create derivative works from the Netzilo Solution; (iii) damage, tamper with or circumvent any part of the Netzilo Solution; (iv) breach or circumvent any security measure for the Netzilo Solution; (v) access or use the Netzilo Solution to compete with Netzilo or build a competitive product, service or solution; or (vi) access or use the Netzilo Solution for illegal or illicit purposes.

2.3 Customer Data

Customer retains all right, title and interest including all intellectual property rights in and to Customer Data. You grant us a limited, nonexclusive, revocable, worldwide, royalty-free right to transmit Customer Data solely to enable us to provide the Netzilo Solution to you during the Term. Subject to the limited license granted herein, Netzilo acquires no right, title or interest in or to any Customer Data.

For the avoidance of doubt, you and your Permitted Users choose what Customer Data to transmit using the Netzilo Solution; Netzilo does not have access to, use of or control over Customer Data, and only you can encrypt/decrypt Customer Data. Netzilo will not make any change to the Netzilo Solution that would enable it to decrypt Customer Data. Netzilo has no general obligation to monitor, and does not monitor, your Customer Data. You are solely responsible for the content of your Customer Data, and represent and warrant that your Customer Data does not violate applicable laws.

2.4 Customer Responsibilities

You will use the Netzilo Solution in accordance with our Documentation and applicable laws. You are solely responsible for: all actions taken through your account by you or your Permitted Users; timely accepting, installing and using Updates; and acquiring, maintaining and securing your own hardware, software, networks and computer systems, which are not included in the Netzilo Solution.

You are also responsible for the activity of your Permitted Users and the confidentiality of your and their login credentials. Customer will promptly notify Netzilo of any actual or suspected unauthorized use of the Netzilo Solution. We reserve the right to suspend, deactivate, or replace a Permitted User account if we determine that such account may have been used to violate any applicable law or not in accordance with the Agreement or Documentation. Any breach of the Agreement by your Permitted Users shall be deemed to be a breach by Customer.

2.5 Third Party Services

The Netzilo Solution may contain, enable or link to third party websites, applications, services or content, including via Integrations (collectively "Third Party Services"). We do not own or operate the Third Party Services and cannot guarantee their continued availability or compatibility. We have not reviewed, and cannot review, all of the material made available through Third Party Services. We do not warrant or support the Third Party Services.

The availability of such links through the Services does not represent, warrant or imply that we endorse any Third Party Services or any content, materials, opinions, goods or services available on or through them. Our Documentation does not apply to Third Party Services. Your decision to visit or link to a Third Party Service, or to activate an Integration, is your decision and your responsibility. We are not responsible for any security breach of Customer Data or any data or information that is transmitted to, or accessed by, a Third Party Service. If you choose to use an Integration with the Netzilo Solution, you grant us permission to transmit data to the Integration and/or to allow the Integration to access data as necessary for the interoperation of that Integration with the Netzilo Solution.

3.1 Fees

In consideration of the rights granted to Customer and the performance of Netzilo's obligations under these Terms, you agree to pay Netzilo the fees and rates associated with your Plan and any add-on services that you choose to purchase (the "Fees"). The Fees for your chosen Plan and payment period (typically monthly or annually) will be specified at the time of purchase when you "check-out" on the Netzilo Platform. Unless explicitly indicated otherwise in these Terms, our Documentation or at the time of "check-out", all payments will be made by credit card. Payments are non-cancelable, non-transferable, non-refundable, and not subject to acceptance, except as expressly stated elsewhere in these Terms. Any permitted suspension of the Netzilo Solution by Netzilo pursuant to these Terms will not excuse you from your obligation to make payments under these Terms.

3.2 Renewals

Your Netzilo account will remain open under your chosen Plan and payment period, and your payment method will continue to be charged applicable Fees, unless and until you change your Plan or close your account. You may change your Plan at any time by following the instructions in our applicable Documentation. If you choose to change your Plan before the close of a payment period, the Fees due at the next payment period will be prorated accordingly, you will remain responsible for any unpaid Fees under the prior Plan, and our services under the prior Plan will be deemed fully performed and delivered. Notwithstanding anything to the contrary, renewal of any free, complimentary, promotional or one-time priced services will renew at our applicable list price in effect at the time of the applicable renewal.

3.3 Taxes

The Fees set out in these Terms do not include applicable sales, use, gross receipts, value-added, GST or HST, personal property or other taxes (collectively "Taxes"). Customer will be responsible for and pay all applicable Taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with these Terms, other than Taxes based on the net income or profits of Netzilo. If Customer is a tax-exempt entity or claims exemption from any Taxes hereunder, Customer will provide a certificate of exemption upon agreement to these Terms and, after receipt of valid evidence of exemption, Netzilo will not charge Customer any Taxes from which Customer is exempt.

3.4 Invoices

Unless set forth otherwise in our Documentation or your invoice, Netzilo will invoice you as of the first day of each payment period for the Fees and Taxes due for the prior payment period. Unless set forth otherwise in your invoice, all invoices are issued in United States dollars, and each invoice is due and payable thirty (30) days from the invoice date according to the payment instructions provided on the invoice. You agree that we may invoice you for any unpaid Fees at any time during the payment period. You may add a purchase order number to an invoice, if necessary for your internal payment processing requirements. If Customer disputes any amount set forth in any invoice, you must notify Netzilo within fifteen (15) days of the invoice date or you will be deemed to have waived your right to dispute such amount. The parties agree to work in good faith to resolve any payment dispute.

3.5 Delinquent Accounts

In the event of late payments or non-payments of undisputed amounts (collectively, "Delinquent Accounts"), Netzilo reserves the right to suspend Customer's access to and use of the Netzilo Solution and/or charge interest on such past-due amounts until those amounts are paid in full, to be decided by us in our sole discretion. If, after working in good faith with the Customer, Netzilo is not successful in resolving the Delinquent Account, any interest will accrue on past due amounts at the rate of one and one half percent (1.5%) per month, but in no event greater than the highest rate of interest allowed by law, calculated from the date such amount was due until the date that payment is received by Netzilo. Customer will reimburse Netzilo for the reasonable costs of collection, including reasonable fees and expenses of attorneys.

4.1 Term

These Terms will remain in effect from the day you open your Netzilo account until the earlier of (i) you closing your account or (ii) termination of these Terms by one of the parties as provided herein. The full duration of these Terms is the "Term."

4.2 Closing your account

You may close your account at any time by following the instructions in our Documentation. Any outstanding invoices will become immediately due and payable in accordance with the payment terms set forth in these Terms or on the applicable invoice. Any prepaid fees are non-refundable.

4.3 Termination for cause

Either party may terminate these Terms immediately upon written notice if the other party materially breaches the Agreement and fails to correct the breach within thirty (30) days following written notice specifying the breach. In addition, if a party becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency, or for the appointment of a receiver, or makes an assignment for the benefit of any creditor, then the other party may terminate these Terms immediately upon written notice. If Customer terminates for cause under this Section 4.3, Netzilo will refund to you on a pro rata basis any prepaid Fees after the effective date of termination. If Netzilo terminates for cause, Customer will remain liable to pay all Fees outstanding as of the effective date of termination, including any unpaid Fees covering the remainder of the payment period had these Terms not been terminated.

4.4 Termination by Netzilo

We reserve the right to terminate these Terms and close your account upon notice to you in the event that we determine we are required to do so by law, in which case we will refund to you any prepaid Fees covering the remainder of your payment period as of the effective date of such termination.

4.5 Effect of termination

Upon termination of these Terms, Customer's right to access and use the Netzilo Solution will immediately end, and Customer and its Permitted Users will immediately cease all use of the Netzilo Solution. We will have no further obligation to maintain or provide you with access to the Netzilo Solution, including for transition purposes, and may thereafter, unless legally prohibited, delete any associated data in our systems or otherwise in our possession or under our control pursuant to our standard data retention policies and procedures.

The parties also will cease any and all use of Confidential Information belonging to the other party, and return or destroy any such Confidential Information upon request. In no event will any termination or expiration relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Expiration or termination of these Terms will not limit either party from pursuing any other remedies available to it, including injunctive relief, nor will any such expiration or termination relieve either party's obligation to pay all amounts and Fees that have accrued or are otherwise owed by such party under these Terms up to the effective date of termination.

4.6 Survival

The rights and obligations of Netzilo and Customer contained in the following sections will survive expiration or termination of these Terms: Sections 3 (Payment), 4.5 (Effect of termination), 4.6 (Survival), 6 (Confidentiality), 7.3 (Warranty disclaimer), 11 (Indemnification), 12 (Limitations of liability), and 14 (Miscellaneous).

5.1 Applicable terms

For business entities or individuals using the Netzilo Solution for business purposes, the Netzilo Data Processing Addendum ("DPA") is incorporated by reference for compliance with global laws and regulations related to the processing of Personal Data (defined in the DPA) in connection with the Netzilo Solution and the Agreement. If you are an individual using the Netzilo Solution for personal or household purposes, then our Privacy Policy applies.

5.2 Security

Netzilo has adopted and will maintain administrative, technical, physical, and organizational security measures that are at least as robust as those described in our DPA as of the effective date of these Terms. Netzilo will not knowingly introduce into the Netzilo Solution any viruses, worms, time bombs, Trojan horses or other malicious code that might harm, or any "copyleft" open source license that would require the open licensing of, any Customer systems.

5.3 Usage Data

Customer acknowledges that Netzilo securely processes information, data and metadata resulting from the ordinary course operation and use of the Netzilo Solution for limited internal business purposes related to the ongoing operation, development and protection of the Netzilo Solution, including security and fraud prevention, product analytics, research, debugging and improvement, and billing and customer account management (collectively "Usage Data"). Netzilo processes Usage data for such purposes as an independent data controller or business in accordance with applicable Data Privacy Laws (defined in the DPA). Customer acknowledges and agrees that Netzilo may process Usage Data for such purposes, and that such purposes are compatible with, reasonably necessary, and proportionate to providing the Netzilo Solution to Customer. To the extent Usage Data includes any identifying information, Netzilo will de-identify and/or aggregate the Usage Data whenever possible. For the avoidance of doubt, Usage Data does not include Customer Data.

5.4 Acknowledgement

You acknowledge that: (a) Netzilo is not a "Business Associate" as defined in HIPAA and the Netzilo Solution is not HIPAA compliant; (b) Netzilo is not a "bank service provider" as defined in the Bank Service Company Act; and (c) Netzilo does not act as a "school official" as defined under FERPA, and customers are solely responsible for using the Netzilo Solution only for non-FERPA covered purposes. As a reminder, you and your Permitted Users choose what Customer Data to transmit using the Netzilo Solution; Netzilo does not have access to, use of or control over Customer Data. If you choose to transmit any sensitive information (including information associated with (a)-(c) above, any special categories of data as enumerated in GDPR Article 9(1), and any tax identification numbers, Social Security numbers, driver's license numbers, or other similar government identification numbers), you are solely responsible for ensuring that suitable safeguards are in place prior to transmitting or processing such information using the Netzilo Solution.

6.1 Definition

"Confidential Information" means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Netzilo Confidential Information includes: the software for the Netzilo Solution, whether in source or executable code; Research (as defined in Section 8.2) materials and information; nonpublic business, product, marketing, pricing and sales information; audit materials and reports; internal policies, procedures and controls; and the results of any performance tests of the Netzilo Solution.

Confidential Information does not include any information that: (i) is or becomes generally known to the public through no breach of any obligation owed to the disclosing party; (ii) was known to the receiving party prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (iii) is received from a third party without knowledge of any breach of any obligation owed to the disclosing party; or (iv) is independently developed by the receiving party. For the avoidance of doubt, the parties acknowledge that Personal Data (defined in the DPA) is not considered Confidential Information and the terms of the DPA or our Privacy Policy (as applicable to you), not this Section 6, shall govern the parties' obligations with respect to Personal Data.

6.2 Protection of Confidential Information

As between the parties, each party retains all ownership rights in and to its Confidential Information. The receiving party will: (a) use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care); (b) not use or disclose any Confidential Information of the disclosing party for any purpose outside the scope of the Agreement; and (c) limit access to Confidential Information of the disclosing party, except as otherwise authorized by the disclosing party in writing, to only those employees, agents and contractors (including its Affiliates, legal counsel, auditors and accountants) who (i) need that access for purposes consistent with the Agreement and (ii) are bound to obligations of confidentiality that are not materially less protective of the Confidential Information than those contained in this MSA. Upon the expiration or termination of this MSA, the receiving party shall have no further rights to the disclosing party's Confidential Information and shall promptly destroy all materials (whether maintained electronically or otherwise) containing such information, together with all copies thereof in whatever form; provided however that the receiving party may retain copies for archival purposes as required by applicable law or to the extent such copies are electronically stored in accordance with the receiving party's document retention or back-up policies or procedures. The receiving party's obligations relating to protection of Confidential Information under this MSA shall continue for three (3) years following the expiration or termination of this Agreement, except that in the case of Confidential Information that is a trade secret under applicable law, the obligations of confidentiality shall continue for so long as such Confidential Information remains a trade secret.

6.3 Compelled disclosures

Notwithstanding the foregoing, Confidential Information may be disclosed to the extent required by any competent court or governmental agency. Before disclosing such information, the receiving party must (if permitted by law) provide the disclosing party with sufficient advance notice of the request for the information to enable the disclosing party to exercise, at its own cost, any rights it may have to challenge or limit the request to receive such Confidential Information. If the receiving party is compelled by law to disclose the disclosing party's Confidential Information as part of a civil proceeding to which the disclosing party is a party, and the disclosing party is not contesting the disclosure, the disclosing party will reimburse the receiving party for its reasonable cost of compiling and providing secure access to that Confidential Information.

6.4 Availability of injunctive relief

The parties acknowledge that disclosure of any Confidential Information in violation of this Section 6 will give rise to irreparable injury to the owner of such information that is not adequately compensated by damages. Accordingly, each party will be entitled to seek equitable relief, including injunctive relief and specific performance against the breach or threatened breach of the undertakings in this Section 6, in addition to any other legal remedies which may be available.

7.1 Mutual warranties

Each party represents and warrants that: (a) it is duly authorized to enter into these Terms; (b) it is duly organized and validly existing under the laws of its relevant jurisdiction; (c) it has the full right, power and authority to enter into this MSA and perform its obligations hereunder; (d) this MSA is a valid and binding obligation of such party; and (e) it will comply with all applicable laws and regulations with respect to its activities related to the Netzilo Solution and the Agreement.

7.2 Limited warranty

Netzilo represents and warrants that: (a) the Netzilo Solution will operate in material and substantial conformity with the Documentation; and (b) Netzilo will not materially decrease the overall functionality of the Netzilo Solution; ((a)-(b) collectively the "Limited Warranty")). If Customer notifies Netzilo of a breach of the Limited Warranty, Netzilo will correct the nonconformity. The foregoing constitutes Customer's sole and exclusive remedy for any breach of the Limited Warranty. The Limited Warranty will not apply to any Third Party Service, if caused by any events, systems or circumstances outside our reasonable control, or if caused by Customer's use of the Netzilo Solution in an unlawful manner or not in accordance with the Agreement or our Documentation.

7.3 Warranty disclaimer

8.1 Feedback

You may provide comments, feedback, input, ideas and suggestions about the Netzilo Solution (collectively "Feedback"). You acknowledge that we may improve, modify, create derivative works and otherwise exploit the Netzilo Solution based on the Feedback. If you provide us with Feedback, then you grant us a nonexclusive, irrevocable, royalty-free, worldwide license to use and otherwise exploit your Feedback for any purpose.

8.2 Research

Netzilo may from time to time conduct research on behalf of its customers or third parties in connection with enterprise security ("Research"). Netzilo's use of Customer Data for Research must be expressly requested by Customer or Permitted User and explicitly authorized separately from these Terms. Netzilo will provide prior written notice of Research and the ability to opt-out. Customer Data will only be used for the express purpose for which approval is granted, will be de-identified to the extent possible, and may be combined with other data sources or made available to third party research partners for analysis and publication.

10.1 Governing law

These Terms, and any and all matters relating to their validity, construction, performance and enforcement, shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of law provisions or rules.

10.2 Arbitration

Subject to the exceptions set forth in Schedule A below, and except as otherwise set forth in these Terms, any dispute, controversy or claim arising out of or relating to these Terms or the breach, termination or validity thereof (a "Claim") will be finally settled by binding arbitration administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures ("JAMS Rules") then in effect. The place of arbitration will be San Francisco, California. Claims will be arbitrated on an individual basis. There will be one arbitrator, and such arbitrator will be chosen pursuant to the JAMS Rules. The arbitrator will issue an award in accordance with the JAMS Rules.

Customer agrees that by entering into these Terms, Customer and Netzilo are each waiving the right to a trial by jury or to participate in a class action. Some jurisdictions, including the Province of Quebec, do not allow binding arbitration or the disclaimer of class action rights. Accordingly, some of the foregoing terms may not apply to you or be enforceable with respect to you.

10.3 Exceptions to arbitration

Notwithstanding the foregoing, either party may: (a) bring Claims in small claims court if the Claims qualify; and (b) seek equitable relief, including temporary restraining orders, preliminary injunctions, and permanent injunctions, in state or federal court.

11.1 By Netzilo

Subject to the terms and conditions of these Terms, Netzilo will defend Customer against any third-party claim that the Netzilo Solution, when used in accordance with the Agreement, infringes a United States patent or copyright of a third party and will indemnify Customer against any damages and costs awarded against Customer as a result of such claim (including reasonable attorneys' fees), provided that Customer: (i) notifies Netzilo in writing of the claim; (ii) gives Netzilo sole control of the defense and settlement of the claim (provided that Netzilo may not settle or admit liability on behalf of Customer); and (iii) provides to Netzilo all reasonable assistance, at Netzilo's expense. This Section states Netzilo's sole obligation and Customer's exclusive remedy for third party intellectual property infringement claims.

11.2 By Customer

Customer will defend Netzilo against any third-party claim that: (i) Customer Data infringes or misappropriates any third party intellectual property rights; (ii) Customer's use of the Netzilo Solution violates applicable law; (iii) Customer's use of any Third Party Service in connection with the Netzilo Solution violates the applicable terms for such Third Party Service or applicable law; or (iv) Customer's breach of the Agreement causes harm to a third party. Customer will indemnify Netzilo against any damages and costs awarded against Netzilo as a result of such claim (including reasonable attorneys' fees), provided that Netzilo: (A) notifies Customer in writing of the claim; (B) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or admit liability on behalf of Netzilo); and (C) provides to Customer all reasonable assistance, at Customer's expense.

In addition, Customer will defend, indemnify and hold harmless Netzilo and its officers, directors, employees, contractors, agents and affiliates from and against any claims, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with Customer's access to or use of the Netzilo Solution.

11.3 Exclusions

Neither party will have any obligation under this Section 11 with respect to any claim based on: (i) modifications to the Netzilo Solution not made by Netzilo; (ii) Customer Data; (iii) Third Party Services; or (iv) Customer's breach of the Agreement or violation of applicable law.

14.1 Force majeure

Neither party will be liable for any failure or delay in performance under the Agreement which is due to an earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the delay and to minimize the effects of such delay.

14.2 Assignment

You may not assign, transfer or delegate any of your rights or obligations hereunder, in whole or in part, without Netzilo's prior written consent and any attempted assignment without such consent will be void. Netzilo may assign this Agreement in whole or part at any time without your consent. This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.

14.3 Notices

Any notices or other communications provided by either party under this Agreement will be given: (i) by Netzilo via email to the email address associated with Customer's account or other contact information provided by Customer; and (ii) by Customer via email to legal@netzilo.com. Notice will be deemed to have been given as of the date the email is sent.

14.4 Waiver

No failure or delay by either party in exercising any right, power or privilege hereunder will operate as a waiver thereof nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

14.5 Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, the remainder of this Agreement will be unimpaired and, unless a modification or replacement of the invalid, illegal or unenforceable provision is further invalid, illegal or unenforceable, in no way affected or impaired thereby.

14.6 Relationship of parties

No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Netzilo in any respect whatsoever.

14.7 Integration

This Agreement, including any referenced policies or addenda, represents the complete agreement between you and Netzilo regarding the subject matter hereof and supersedes all prior and contemporaneous agreements and communications (written or oral) between the parties regarding the subject matter hereof.

14.8 Amendment

Netzilo reserves the right to modify this Agreement (including any referenced policies) from time to time at its sole discretion. If we modify this Agreement, we will post the modification on the Netzilo Platform or provide you with notice of the modification. We will also update the "Last Revised" date at the beginning of this Agreement. If you continue to access or use the Netzilo Solution after the effective date of the modified Agreement, you are deemed to have accepted the modified Agreement.

A.1 Arbitration Notice

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Netzilo's address for Notice is: Netzilo, Inc., Attention: Legal Department, 166 Geary Str STE 1500, San Francisco, CA, 94108. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to resolve the claim within thirty (30) days after the Notice of Arbitration is received, you or Netzilo may commence an arbitration proceeding.

A.2 Arbitration Rules

The arbitration will be administered by JAMS pursuant to its Streamlined Arbitration Rules and Procedures ("JAMS Rules"). The JAMS Rules are available online at www.jamsadr.com. If JAMS is not available to arbitrate, the parties will agree to select an alternative arbitration provider. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability or formation of this Agreement including any claim that all or any part of this Agreement is void or voidable.

A.3 Arbitration Fees

Payment of all filing, administration and arbitrator fees ("Arbitration Fees") will be governed by the JAMS Rules, unless otherwise provided in this arbitration provision. If the value of the dispute is $75,000 or less, Netzilo will pay for the Arbitration Fees, unless the arbitrator determines that a claim or counterclaim was frivolous or brought for an improper purpose. For disputes valued over $75,000, the Arbitration Fees will be split equally between the parties. If the arbitrator determines that either the substance of a claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of Arbitration Fees will be governed by the JAMS Rules and the other party may seek reimbursement for any Arbitration Fees paid on the claimant's behalf.

A.4 Individual Nature of Claims

The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.

A.5 Modifications to this Arbitration Provision

If Netzilo makes any future change to this arbitration provision, other than a change to Netzilo's address for Notice of Arbitration, you may reject the change by sending us written notice within thirty (30) days of the change to Netzilo's address for Notice of Arbitration, in which case your account with Netzilo will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected, will survive.

A.6 Enforceability

If Section A.4 (Individual Nature of Claims) above is found to be unenforceable, or if the entirety of this Schedule A is found to be unenforceable, then the entirety of this Schedule A will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 10.1 will govern any action arising out of or related to this Agreement.