4.1.1 Zscaler. All right and title to the Products, Zscaler Materials and Documentation, including all related intellectual property rights, belong exclusively to Zscaler and its licensors. ZSCALER is a registered trademark or trademark of Zscaler, Inc. and/or its affiliates in the United States and/or other countries. Zscaler documentation, products, and materials are protected by patents in the United States and elsewhere in www.zscaler.com/patents. Customer shall not be granted any rights other than those expressly set forth in this Agreement. 1.12 “Partner” means the Zscaler Authorized Partner authorized by Zscaler to resell or provide Products to End Customers. 11.8 Entire Agreement. This Agreement, including the Product Sheets, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, with respect to its subject matter.
The parties do not rely on any representations or warranties with respect to the subject matter of this Agreement, express or implied, except for the representations and warranties set forth in this Agreement. Any modification, addition or waiver to any provision of this Agreement will only be effective if it is made in writing and signed by the party against whom the modification, supplement or waiver is to be invoked. No condition set forth in a Customer`s order, pre-printed form or other document may supplement or modify the terms of this Agreement, and all such terms are null and void. This Agreement governs the purchase, access and use of Zscaler Products by Customers. Learn more 4.3 Client Policies and Responsibilities. h. The foregoing in no way limits Zscaler`s confidentiality and security obligations set forth in this Agreement. Zscaler acknowledges that all feedback is provided “as is” without warranty of any kind. 1.14 “Product Sheets” means Zscaler Materials available on www.zscaler.com/productsheets that contain product descriptions, service levels and conditions for certain Products. If you access or use Products for proof-of-concept, beta testing, interactive demonstration or other similar evaluation purposes (the “Evaluation Products”), you may only use the Evaluation Products for your own internal evaluation purposes for a maximum period of thirty (30) days (or a shorter period predefined for interactive demonstrations) from the date of first access to the Evaluation Products. You and Zscaler may, by mutual written agreement, extend the evaluation period. At the end of the evaluation period, you must remove all software and other components (including documentation) related to the evaluation products, otherwise you may be charged the list price then in effect for the evaluation products.
If you are evaluating SaaS, you understand that Zscaler may automatically disable access to SaaS at the end of the evaluation period without notifying you. At the end of the Evaluation Period, Customer Data will be deleted in accordance with Zscaler`s six (6) month retention periods, unless otherwise agreed by the parties. By participating in an interactive demo, you agree and understand that you will receive an instance of SaaS that will be shared with other customers and potential Zscaler users. For all Evaluation Products, only sections 4, 5.7, 6, 9, 10, 11 and the definitions applicable in Section 1 of this Agreement apply. 5.2 SaaS and Software Warranty. Zscaler warrants that the SaaS and/or Software will be free from defects under normal conditions of use and will substantially comply with the Documentation. If Customer believes that the warranty referred to in this section has been breached, Customer must notify Zscaler of the breach no later than thirty (30) days after the date on which the warranty was allegedly breached, and Zscaler will promptly correct the non-compliance at its own expense if a breach of this warranty has occurred. 11.6 Governing Law. This Agreement and any dispute arising out of or relating to it shall be governed by and construed in accordance with the federal laws of the United States without the conflict of laws rules, the United Nations Convention on the International Sale of Goods, or the Uniform Computer Information Transactions Act.
9.2 Limitation of Financial Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY`S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT AND ANY ORDER SHALL BE LIMITED TO THE TOTAL FEES PAID, PAID OR PAYABLE TO ZSCALER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENTS GIVING RISE TO SUCH LIABILITY FOR THE APPLICABLE PRODUCT GIVING RISE TO THE LIABILITY. 4.4.1 Zscaler processes, uses and/or accesses Customer Data solely for the purpose of providing the Products to the customer. Zscaler may process and store Customer Data in the United States in accordance with applicable law. Zscaler may process Customer Data internationally with the consent of the parties. Zscaler reserves the right to manage bandwidth or route traffic over the Internet in a commercially optimal manner, provided that such actions do not affect Zscaler`s obligations under this Agreement. 4.4.3 Zscaler reserves the right to temporarily suspend customer access to or download of the Products if Customer`s use of the Products poses an imminent threat to Zscaler`s network or if ordered to do so by a court or competent authority. In such cases, Zscaler (i) will only suspend such products to the extent reasonably necessary to avoid damage to Zscaler`s network (e.B. Blocking offensive source IP addresses); (ii) use reasonable efforts to promptly contact Customer and give Customer the opportunity to promptly change the configuration of its servers accordingly and/or cooperate with Customer to promptly resolve issues that result in the suspension of such Products; and (iii) reinsert any suspended product immediately after a problem has been resolved. .