Software License Terms

These General Terms & Conditions (together with the Statement of Work, this “Agreement”) is made by and between Zuri Group, LLC (“Zuri Group“) and the client (“Client”) identified on the statement of work into which this Agreement is incorporated (the “Statement of Work”, or “SOW”). This Agreement is entered into as of the effective date set forth in the SOW (the “Effective Date”). This Agreement sets forth the terms and conditions under which Client will purchase the Software (as defined in Section 2) of Zuri Group and Zuri Group will provide such Software to Client, each parties responsibilities related thereto, and the fees associated therewith. The parties agree as follows:

LICENSE
1. Zuri Group grants Client a non-exclusive, non-transferable, worldwide license to install, execute, display, perform, and use the software (the “Software”) on an unlimited number of computers and networks provided such usage is exclusively for use by and for the benefit of Client.
TERM
1. The initial term of this agreement shall commence upon execution and shall last for the period defined in the Agreement. Upon cancellation, client shall provide written confirmation of the deletion of any Solution(s) specified under the agreement, within 14 days from the end of the final term.
COMPENSATION
1. Payment. Client shall pay all invoices for Software rendered or products delivered as outlined in the SOW. Payment shall be made by the Client within 30 days of the invoice date in United States dollars.
2. Fees. If any invoice is not paid when due, a late fee of one and a half percent (1.5%) per month, or the highest rate allowed by governing law, whichever is less, shall apply from the due date until paid in full. Client’s failure to make payments when due may, at Zuri Group’s sole discretion, be treated as a material breach of this Agreement, and the Agreement may be terminated as provided herein. Termination of this Agreement shall not terminate, diminish, or otherwise affect Client’s obligation to pay the fees due under this Agreement as of the date of termination.
3. Taxes. All invoices are exclusive of any applicable taxes, levies, duties, or similar encumbrances by a legal, governmental, or regulatory entity in any applicable jurisdiction, collectively (“Taxes”). Client will pay all Taxes in connection with this Agreement.
4. Suspension. In addition to all other remedies available under this Agreement or at law (which Zuri Group does not waive by the exercise of any rights hereunder), Zuri Group may suspend the provision of any permitted use of the Software if Client fails to pay any amounts when due hereunder and such failure continues for ten (10) calendar days following written notice thereof.
5. Expenses. The Client shall be responsible for any extraordinary expenses, including travel expenses. Zuri Group shall obtain the prior approval of the Client before incurring any extraordinary expenses over $1,000. Client shall pay expenses incurred by Zuri Group within ten (10) calendar days of submission of an invoice to Client.
6. Client is responsible for providing Zuri Group a valid W-9 and State sales tax-exemption certificate(s), if applicable, within 30 days of contract execution. Should any sales and/or use tax be imposed on any part of this transaction, said tax shall be collected from Purchaser and remitted by Seller. It is understood that the Purchaser will become responsible for any use, ad valorem, and/or other tax that may result from this transaction. If taxes are inadvertently not collected, it is also understood that the Purchaser is ultimately responsible for said taxes. Seller may also recover any uncollected taxes until the statute of limitations prescribed by the taxing agency has expired.
Confidentiality
1. Without the prior written consent of the other party, except to the extent required by law, neither party shall at any time disclose to any third party, or use for its own benefit, any trade secrets or confidential or proprietary information (collectively, “Confidential Information”) pertaining to the other party’s business, data, operations, management, products, services, or finances, or those of the other party’s consultants, clients, donors, volunteers or affiliates. Confidential Information shall not include information that (a) prior to its disclosure or use becomes publicly available without breach by the disclosing party of any obligation to the other party, (b) can be shown by pre-existing documentary or other reliable evidence to have been known by a party prior to the disclosure of such Confidential Information by the other party; or (c) can be shown by documentary evidence to have been revealed to a party from a source other than the other party, and other than as a result of a breach of any obligation of confidentiality owed to a party by any person.
INDEMNIFICATION/HOLD HARMLESS
1. Except in cases of gross negligence or intentional misconduct by Zuri Group or its agents, Client agrees to indemnify and hold harmless Zuri Group and its officers, employees, and agents against any and all third-party initiated claims, causes of action, proceedings, or demands made or threatened against Zuri Group, and all resulting liabilities, costs, damages, fines, penalties, or expenses, including reasonable attorneys’ fees, arising out of or related to Zuri Group’s use of any data or materials provided by Client for use by Zuri Group, including but not limited to fundraising lists or solicitation materials.
2. Except in cases of gross negligence or intentional misconduct by Client or its agents, Zuri Group agrees to indemnify and hold harmless Client and its officers, employees, and agents against any and all third-party initiated claims, causes or action, proceedings or demands made or threatened against Client, and all resulting liabilities, costs, damages, fines, penalties, or expenses, including reasonable attorneys’ fees, arising out of or related to Client’s use of any data or materials provided by Zuri Group for use by Client, including but not limited to fundraising lists or solicitation materials.
3. The obligations set forth in this section shall survive indefinitely the termination of this Agreement.
LIMITATION OF LIABILITY
1. Zuri Group’s liability for defective software is limited to the Zuri Group’s obligations under the limited warranty set forth below. In no event will the liability of Zuri Group for the use of or inability to use the software or for breach of this agreement exceed the amount of the license fee for the software to which the claim relates. To the maximum extent permitted by applicable law, in no event will Zuri Group be liable to Client or any third party for lost or damaged data, substitute goods, lost profits, interruption of business, or any special, indirect, consequential, punitive, or incidental damages, however caused, whether based on contract, negligence, strict liability in tort, warranty, or any other legal theory. Similarly, in no event will Zuri Group’s total liability to Client for all damages exceed the amount of the license fee for the software to which the claim relates. Client agrees that the foregoing liability limitations are reasonable.
INSURANCE.
1. Insurance. Throughout the Term, Zuri Group agrees to carry and maintain the following insurance coverages providing coverage for itself and its personnel at the minimum coverage level specified below or in the applicable SOW, whichever is greater.
2. Commercial General Liability: All contracts, minimum limits of One Million Dollars ($1,000,000).
3. Business Automobile Liability: Any contract that involves or includes in any way: transportation, relocation, vehicles, or services conducted on Client’s premises, minimum limits of One Million Dollars ($1,000,000).
4. Workers’ Compensation and Employers’ Liability: All contracts, minimum limits for employers’ liability of One Million Dollars ($1,000,000)/ One Million Dollars ($1,000,000)/ One Million Dollars ($1,000,000) (per accident / per employee/ per disease); worker’s compensation with minimum statutory limits.
5. Network Privacy and Security: Any contract involving the use, storage or disclosure of sensitive data, trade secrets or highly confidential information: minimum limits of liability of One Million Dollars ($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the annual aggregate.
6. Errors and Omissions, including copyright and contractual liability: All contracts involving the provision of consulting services, professional services, services related to information systems minimum limits of One Million Dollars ($1,000,000) per occurrence and One Million Dollars ($1,000,000) in the annual aggregate.
7. Professional Liability: All professional service contracts, anything dealing with provision of clinical services, minimum limits of One Million Dollars ($1,000,000) per occurrence and One Million Dollars ($1,000,000) in the annual aggregate.
8. Umbrella/Excess Liability insurance providing coverage at least as broad as the underlying Employers Liability, Commercial General Liability, and Business Automobile Liability with limits of not less than Five Million Dollars ($5,000,000) in the annual aggregate.
9. Survival. The Section shall survive the termination or expiration of this Agreement.
REPRESENTATIONS AND WARRANTIES
1. Zuri Group will provide the Software in a competent and professional manner, with due consideration of Client requirements and specifications articulated in a timely manner to Zuri Group.
2. Zuri Group will perform support and services associated with the Software in accordance with applicable industry standards.
3. Zuri Group’s liability and Client’s exclusive remedy for breach of the foregoing warranties will be repair or replacement of the software or, at the Zuri Group’s sole discretion, return of the software for a refund of the fees paid by Client for the software.
4. The Software that are the subject of this Agreement are provided by Zuri Group to Client as-is. Zuri Group does not warrant that the software will meet Client’s requirements or that operation of the Software will be uninterrupted or error-free. Zuri Group is not responsible for problems caused by changes in, or modifications to, the operating characteristics of any computer hardware or operating system for which the software is procured, nor is Zuri Group responsible for any problems that result from use of the software with an incompatible operating system, hardware, or third-party software. The foregoing warranty is in lieu of all other warranties or obligations, express or implied, and Zuri Group expressly disclaims all implied warranties of title, noninfringement, merchantability, or fitness for a particular purpose.
DISPUTE RESOLUTION.
1. Negotiation. In the event of any dispute or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiations with management level personnel who have the authority to resolve the dispute and bind each party to an agreed upon resolution. Either party may initiate negotiations by providing written notice to the other party, setting forth the nature of the dispute and the desired resolution. The parties shall engage in negotiations for a period of 30 days.
2. Mediation. If the dispute is not resolved through negotiation within the specified timeframe, the parties agree to submit the dispute to mediation within thirty (30) days of the end of the negotiation process outlined above. The mediation shall be conducted by a mutually agreed-upon mediator, and if the parties cannot agree on a mediator then each party shall select one mediator each and the two mediators selected by the parties shall select the mediator for the parties dispute. The mediation process shall not exceed 60 days from initiation.
3. Arbitration. If the dispute is not resolved through mediation within the specified timeframe, the parties agree to submit the dispute to binding arbitration within thirty (30) days of the end of the mediation process outlined above. The arbitration shall be administered by JAMS and conducted in accordance with then-current Commercial Arbitration Rules (the “Rules”). Unless a different procedure is required by the Rules, the arbitration shall be conducted by a mutually agreed-upon arbitrator, and if they cannot agree on an arbitrator then each party shall select one arbitrator each and the two arbitrators selected by the parties shall select the arbitrator for the parties dispute. The decision of the arbitrator shall be final and binding on both parties. The arbitration process shall be completed within 60 days from initiation.
4. Exclusion of Legal Proceedings. Except for the purposes of seeking injunctive or other equitable relief to prevent irreparable harm or maintain the status quo, neither party shall initiate any legal proceedings, including litigation or administrative proceedings, to resolve disputes arising under or in connection with this Agreement.
5. Cost. Each party shall bear its own costs associated with any dispute resolution process unless the arbitrator determines otherwise.
GOVERNING LAW; CAPTIONS.
1. This Agreement shall be governed by the law of the District of Columbia without regard to any conflicts of law principles. All legal proceedings relating to the subject matter of this Agreement shall be maintained in any court of competent jurisdiction sitting in the District of Columbia and each party agrees that jurisdiction and venue for any such legal proceedings shall lie exclusively with such courts. Section headings are for convenience of reference only and shall not be considered a part of this Agreement.
PRIOR AGREEMENTS.
1. This Agreement supersedes and terminates all prior agreements between the parties relating to the subject matter herein addressed.
ENTIRE AGREEMENT; AMENDMENT.
1. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof, and it supersedes all previous such agreements or understandings. This Agreement may be altered, amended, modified, or superseded only by a writing executed by both parties hereto.
WAIVER.
1. No waiver of or failure to exercise any option, right or privilege under the terms of this Agreement by either of the parties hereto on any occasion or occasions shall be construed to be a waiver of the same, or of any other option, right or privilege on any other occasion.
NOTICES.
1. Any notice or other communication required or permitted hereunder shall be in writing and shall be deemed effective when delivered in person or, if mailed, on the date of deposit in the mail, postage prepaid, addressed, in the case of Zuri Group, to: 328 NW Bond Street Bend Oregon 97703; and in the case of Client, to such other address as shall have been specified in writing by either party to the other.
FORCE MAJEURE.
1. In no event shall either party be liable to the other party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo, and other similar events beyond the reasonable control of the affected party. The affected party shall give prompt notice within five (5) days of the force majeure event to the other party, stating the period of time the occurrence is expected to continue. The affected party shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized. The affected party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.
CUMULATIVE REMEDIES.
1. The rights and remedies of the parties under this Agreement are not exclusive of, but are cumulative to, any rights or remedies now or subsequently available at law, in equity, by statute, in any other agreement between the parties or otherwise. No single or partial exercise of any right or remedy under this Agreement precludes the simultaneous or subsequent exercise of any other right or remedy that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties or otherwise all of which are cumulative.
ASSIGNMENT AND BINDING EFFECT.
1. This Agreement, or a party’s rights and/or obligations under this Agreement, may not be assigned, transferred, delegated, sold or otherwise disposed of other than as expressly set forth in this section and subject to the limitations set forth herein. This Agreement, or a party’s rights and/or obligations under this Agreement, may be assigned, transferred, delegated, sold or otherwise disposed of: (a) in whole or in part by either party with the prior written consent of the other party; (b) in whole or in part by Zuri Group to any of its affiliates; or (c) in its entirety by either party, in connection with a merger, acquisition, corporate reorganization, the sale of all or substantially all of its assets related to this Agreement. Any attempt by a party to assign this Agreement or any of its rights or obligations under this Agreement in breach of this section will be void and of no effect. This Agreement will be binding upon and will inure to the benefit of a party’s permitted successors and assigns.
COUNTERPARTS.
1. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and all of which shall together constitute one and the same agreement and shall become effective when signed and delivered to the other party in person, by facsimile, or by other reliable electronic means. The Parties agree that this Agreement, once validly executed, may be stored by electronic means and that either an original or an electronically stored copy of this Agreement can be used for all purposes, including in any proceeding to enforce the rights and/or obligations of the parties to this Agreement.