Terms of Service

These Terms of Service are a contract between Zym Labs, LLC and the business that uses our products. Today that means a marketing automation platform for sending email, SMS, push, and in-app messages to your own customers and users and understanding how they behave. Over time it may also include data products and data synchronization services. In plain terms:

• You own your data. We process it only to run the Service for you, under our Data Processing Addendum.
• You are the sender. If you use messaging features, you are responsible for having the right to contact the people you message and for complying with anti-spam, telemarketing, and privacy laws. We provide the technology.
• Paid plans renew automatically until you cancel, and we may suspend accounts that threaten the security or deliverability of the platform.
• Our liability is limited to the fees you paid in the prior twelve months, and neither of us is liable for indirect damages.

The summary is for convenience only. The full Terms below control.

1.1 Parties. These Terms of Service (the "Terms") are an agreement between Zym Labs, LLC, a Texas limited liability company with offices at 3723 Greenville Ave STE 62882, Dallas, TX 75206 ("Zym Labs," "we," "us," or "our"), and the person or entity that creates an account or otherwise uses the Service ("Customer," "you," or "your").

1.2 Acceptance. By creating an account, clicking to accept these Terms, signing an Order Form that references them, or using the Service, you agree to these Terms. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "Customer" refers to that entity. If you do not have that authority or do not agree to these Terms, you may not use the Service.

1.3 Business use. The Service is intended for use by businesses and organizations. You must be at least 18 years old and able to form a binding contract to use the Service. The Service is not directed at consumers acting in a personal capacity.

1.4 The Agreement. These Terms, together with each Order Form, the Data Processing Addendum at https://zymlabs.com/legal/dpa (the "DPA"), the Acceptable Use Policy at https://zymlabs.com/legal/aup (the "AUP"), any Product Terms, and any service level terms included in an Order Form, form the complete agreement between you and us (the "Agreement"). If you and we have signed a separate master services agreement that covers the Service, that agreement governs instead of these Terms to the extent of any conflict.

1.5 Product Terms. Some products or features may be subject to additional terms that we present when you purchase or enable them, such as terms specific to a data product, a data synchronization service, a messaging channel, or features that use artificial intelligence ("Product Terms"). Product Terms are part of the Agreement and apply only to the product or feature they describe.

1.6 Order of precedence. If there is a conflict among the documents that make up the Agreement, the order of precedence is: (a) the Order Form, (b) the DPA, (c) any Product Terms, for the product they cover, (d) these Terms, (e) the AUP, and (f) the Documentation.

2.1 Description. The "Service" means the hosted software products and services that we make available under the Agreement, including our marketing automation platform, data products, and data synchronization services, together with the related web applications, APIs, JavaScript snippets and software development kits ("SDKs"), message delivery infrastructure, integrations, and support, as described in our user guides and technical documentation (the "Documentation"). Each product you purchase or enable is identified in your Order Form or plan selection. An "Order Form" is an ordering document, online plan selection, or in-app purchase that specifies the plan, usage limits, fees, and subscription term you have chosen.

2.2 Access. Subject to the Agreement, we grant you a non-exclusive, non-transferable right during the Subscription Term to access and use the Service for your internal business purposes, within the usage limits of your plan, and to install and use the SDKs and snippets on websites and applications that you own or control for the purpose of using the Service.

2.3 Changes to the Service. We regularly improve the Service and may add, change, suspend, or remove features, integrations, or content at any time. We may discontinue the Service entirely on at least 90 days' notice, subject to Section 12.4, in which case we will refund any prepaid fees for the period after discontinuation.

2.4 Beta features. We may offer features identified as alpha, beta, preview, early access, or similar ("Beta Features"). Beta Features are provided for evaluation, may be changed or withdrawn at any time, may not be supported, and are provided "as is" without warranty or service commitments. Beta Features are excluded from our indemnification and liability obligations except where exclusion is prohibited by law.

2.5 Third-party services. The Service can connect to third-party products, such as data warehouses, CRMs, messaging carriers, and advertising platforms ("Third-Party Services"). Your use of a Third-Party Service is governed by its own terms, and you authorize us to exchange data with it on your behalf when you enable an integration. We are not responsible for Third-Party Services, and we may suspend or remove an integration if the Third-Party Service changes in a way that makes it impractical to support. Third-Party Services that you select and connect are not our subprocessors, and the DPA does not apply to their processing. Unless your Order Form states otherwise, fees charged by Third-Party Services, mobile carriers, aggregators, and registries, including carrier pass-through, registration, and compliance fees, are your responsibility, whether billed to you directly or through us.

2.6 Support. We provide support for the Service as described in the Documentation or your Order Form. Support is provided in English.

2.7 Data synchronization. When you configure the Service to read data from, or write data to, your own systems or Third-Party Services (a "Sync"), we act on your configuration and instructions. You are responsible for: (a) the credentials, permissions, and API access you provide, and for keeping them current and scoped to what the Sync needs; (b) the mappings, filters, and schedules you configure, and for any change a Sync makes to records in a destination system, including data that is overwritten, merged, or deleted as a result; (c) complying with the terms, rate limits, and fees of each connected system; and (d) maintaining your own backups of data in your systems. We do not verify that your configuration produces the results you intend. We retain data moved by a Sync only as needed to run the Sync, provide logs and troubleshooting, and meet our obligations under the Agreement.

3.1 Registration. You must provide accurate, current, and complete information when you create an account and keep it up to date. You are responsible for all activity under your account, whether or not you authorized it, except to the extent caused by our breach of the Agreement.

3.2 Account Users. You may allow your employees and contractors ("Account Users") to access the Service under your account. You are responsible for your Account Users' compliance with the Agreement and for the security of their credentials. You must notify us at [email protected] within 24 hours after becoming aware of any unauthorized use of your account or compromise of your credentials.

3.3 Credentials and security. You must keep passwords, API keys, and other credentials confidential and must not share individual credentials among multiple people. You must enable the account security features we make available, such as multi-factor authentication, where we designate them as required for your plan.

4.1 Trials. We may offer the Service on a free trial or free plan basis. Trials and free plans are subject to usage limits, may be modified or ended at any time, and may be converted to a paid plan only with your agreement. Unless you purchase a paid plan before a trial ends, your access may be suspended and your Customer Data may be deleted after a reasonable period following the end of the trial.

4.2 No warranty. During a free trial or free plan, the Service is provided "as is," without warranties or indemnification, and our total liability to you is limited to fifty dollars (US$50).

This Section 5 applies whenever you use the Service to send messages to, or collect data about, people who have a relationship with your business. You, not Zym Labs, are the sender of every message and the party responsible for the lawfulness of each campaign and each data collection.

5.1 Lawful basis to contact. You represent and warrant that, for every person you message or track through the Service, you have obtained and documented all consents, provided all notices, and otherwise established the lawful basis that applicable law requires. This includes, as applicable, the CAN-SPAM Act, the Telephone Consumer Protection Act and related FCC rules, state telemarketing and SMS laws, Canada's Anti-Spam Legislation, the GDPR, the UK GDPR, the Privacy and Electronic Communications Regulations, and any other anti-spam, telemarketing, electronic communications, or privacy law that applies to you or the recipients.

5.2 Opt-outs and suppression. You must honor every unsubscribe, STOP, or other opt-out request within the time required by law and in any event within ten business days. You must not send to any person who has opted out, must not disable or alter the opt-out mechanisms the Service provides, and must synchronize suppression lists across any other systems you use to contact the same people.

5.3 Sender identity. Every message you send must accurately identify you as the sender, use a valid reply address or callback method, and include any sender information, physical address, or disclosures required by applicable law. You must not use misleading headers, subject lines, or sender names, and you must not impersonate any person or entity.

5.4 Recipient lists. You may message only people who have a relationship with you or have asked to hear from you. You must not purchase, rent, scrape, or otherwise acquire recipient lists from third parties, and you must not send to addresses or numbers harvested without consent.

5.5 SMS and carrier requirements. If you send SMS or other carrier-delivered messages, you must also comply with mobile carrier requirements and industry guidelines, including the CTIA Messaging Principles and Best Practices, applicable registration requirements such as 10DLC campaign registration, and any content restrictions imposed by carriers. Carriers may filter or block messages at their discretion, and we are not responsible for carrier filtering.

5.6 Tracking on your properties. If you install our snippets or SDKs on your websites or applications, you must provide your end users with a privacy notice that discloses the tracking, and you must obtain any consent that applicable law requires before data is collected, including for cookies and similar technologies where consent is required.

5.7 Sensitive data. Unless we have agreed otherwise in writing, you must not submit to the Service any protected health information subject to HIPAA, payment card numbers subject to PCI DSS, government-issued identification numbers, financial account credentials, precise geolocation, biometric identifiers, special categories of personal data under the GDPR or UK GDPR (such as data revealing racial or ethnic origin, political opinions, religious beliefs, trade union membership, sexual orientation, or genetic or health data), or data about children under 13 (or the applicable age of digital consent). The Service is not designed for these categories of data.

5.8 Deliverability. If you send email or SMS, deliverability depends on sender reputation shared across our infrastructure. You must maintain complaint, bounce, and spam-trap rates within the deliverability thresholds in the AUP. We may require you to authenticate your sending domains, warm up new sending domains or numbers, or move to dedicated sending infrastructure if your sending patterns affect other customers.

5.9 Compliance generally. You are responsible for complying with all laws that apply to your use of the Service and your business, including industry-specific rules that apply to your messages. We do not provide legal advice, and the features we offer to help with compliance, such as unsubscribe links and consent fields, do not relieve you of your own obligations.

5.10 Consent records. You must keep accurate records of each person's consent, including the date, method, and wording of the consent, together with opt-out requests and suppression lists, for at least four years after the last message you send to that person. You must provide these records to us within five business days of our request so that we can respond to a carrier, mailbox provider, regulator, or complaint.

5.11 High-risk and emergency use. The Service is not designed or intended for emergency communications, including safety or evacuation alerts or any communication where a delay or failure could result in death, personal injury, or physical or environmental damage, and you must not use it for those purposes. The Service is not a substitute for emergency services and does not connect to 911 or any public alert system.

6.1 Definition and ownership. "Customer Data" means all data, content, and materials that you or your Account Users submit to the Service or that the Service collects on your behalf from your end users, including profiles, attributes, events, message content, engagement data, and data synchronized from or to your own systems. As between you and us, you own all Customer Data. You are responsible for the accuracy, quality, and legality of Customer Data and for the means by which you acquired it.

6.2 License to us. You grant us a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, and display Customer Data solely as necessary to provide and support the Service, prevent or address technical or security issues, comply with law, and as otherwise permitted by the Agreement or your written instructions.

6.3 Our role. For personal information in Customer Data, we act as a processor or service provider on your behalf, and the DPA governs our processing. The DPA is incorporated into these Terms. Our current list of subprocessors is available at https://zymlabs.com/legal/subprocessors. Our Privacy Policy at https://zymlabs.com/legal/privacy describes how we handle personal information about you and your Account Users.

6.4 Usage Data. We may collect and use technical and usage information about the operation and use of the Service, such as feature usage, performance metrics, message volumes, and delivery statistics ("Usage Data"), to operate, secure, support, and improve the Service and to produce aggregated or de-identified statistics. We will not disclose Usage Data in a form that identifies you or any individual, and we will not use Customer Data to build advertising profiles or to market to your end users. We may use Usage Data and Customer Data to develop and improve models and features that serve customers generally only after the data has been aggregated and de-identified so that it cannot reasonably be used to identify you or any individual, and we will not attempt to re-identify it. Our obligations under the DPA continue to apply to that processing.

6.5 Security. We maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data, as described in the DPA. We will notify you of a personal data breach as described in the DPA.

6.6 Export and deletion. During the Subscription Term, you may export Customer Data using the features of the Service or the API. For 30 days after termination or expiration, we will make Customer Data available for export on request, after which we will delete it in accordance with the DPA. Deletion from backups occurs in the ordinary course of our backup rotation.

6.7 Legal requests. If we receive a request from a government authority or third party for Customer Data, we will direct the requester to you where lawful and, unless legally prohibited, notify you before disclosing any Customer Data.

7.1 Fees. You agree to pay the fees stated in your Order Form or, for self-serve plans, the fees displayed when you select the plan ("Fees"). Fees may include a recurring subscription charge based on plan tier and usage limits, such as the number of profiles or messages, and usage-based charges for volume above those limits, at the overage rates stated in your Order Form or displayed when you select the plan.

7.2 Billing. Subscription Fees are billed in advance for each billing period. Usage-based Fees are billed in arrears. If you pay by credit card or another payment method saved to your account, you authorize us to charge that method for all Fees when due, including on each renewal. If you pay by invoice, payment is due on receipt of the invoice. All Fees are stated and payable in United States dollars.

7.3 Automatic renewal. Subscriptions renew automatically for successive periods equal to the initial Subscription Term unless you cancel before the renewal date through the Service or by written notice to us. We will notify you in advance of renewal where required by law.

7.4 Price changes. We may change Fees for a renewal term by giving you at least 30 days' notice before the renewal date. If you do not agree to the new Fees, you may cancel before the renewal takes effect.

7.5 Taxes. Fees do not include taxes. You are responsible for all sales, use, value-added, goods and services, withholding, and similar taxes arising from the Agreement, other than taxes on our net income. If you are exempt, you must provide a valid exemption certificate. If we are required to collect taxes, they will be added to your invoice.

7.6 Late payment and suspension. If any undisputed amount is more than 15 days past due, we may charge interest at 1.5% per month or the maximum rate permitted by law, whichever is lower, and may suspend your access to the Service after giving you at least 10 days' written notice. We will reinstate access promptly after payment in full.

7.7 Disputes and refunds. You must notify us in writing of any good-faith billing dispute within 30 days of the invoice date, after which the invoice is deemed accepted. Except as expressly stated in the Agreement, Fees are non-cancellable and non-refundable, and we do not provide refunds or credits for partial periods, downgrades, or unused capacity.

7.8 Fraudulent and artificially inflated traffic. You are responsible for all Fees and third-party charges for messages sent from your account, including verification codes and other automated messages triggered by fraudulent, automated, or artificially inflated traffic (sometimes called "SMS pumping" or "toll fraud"), unless the traffic resulted from our breach of the Agreement. You must take reasonable steps to protect verification flows, forms, and APIs that trigger messages, including any fraud controls we make available. We may rate-limit, block, or stop traffic that we reasonably suspect is fraudulent or artificially inflated, under Section 11.3 and without liability to you, and we will tell you when we do so where practicable.

8.1 Our property. The Service, Documentation, SDKs, and all related software, templates, designs, and know-how, including all improvements and derivative works, are owned by us and our licensors and protected by intellectual property laws. Except for the rights expressly granted in the Agreement, we reserve all rights. No rights are granted by implication.

8.2 Restrictions. You must not, and must not permit anyone to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or otherwise attempt to derive source code, except to the extent permitted by law; (c) sell, resell, sublicense, rent, or lease the Service or use it to provide services to third parties, except as expressly permitted in an Order Form; (d) access the Service to build a competing product or to benchmark it for publication; (e) circumvent usage limits, security controls, or opt-out mechanisms; (f) remove proprietary notices; or (g) use the Service in violation of the AUP.

8.3 Feedback. If you give us suggestions or feedback about the Service, we may use them without restriction or obligation to you. Feedback does not include your Customer Data or Confidential Information.

8.4 Copyright complaints. We respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. Notices and counter-notices must be sent to [email protected] and include the information required by 17 U.S.C. § 512(c)(3) or § 512(g)(3). We may remove or disable access to content that is the subject of a compliant notice, and we will terminate the accounts of users we determine to be repeat infringers.

8.5 Your marks and publicity. You grant us the right to use your name and logo to identify you as a customer on our website and in marketing materials in a manner consistent with your trademark guidelines. You may withdraw this permission at any time by notice to [email protected], and we will stop new uses within 30 days.

You must comply with the AUP, which is incorporated into these Terms. Among other things, the AUP prohibits using the Service to send unsolicited messages, distribute malware or phishing content, infringe others' rights, send content that is illegal, deceptive, or harmful, or interfere with the security or operation of the Service. We may update the AUP from time to time, and updates take effect on posting unless they materially restrict your permitted use, in which case Section 17 applies.

10.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other under the Agreement that is marked confidential or that a reasonable person would understand to be confidential. Our Confidential Information includes the non-public features, pricing, and security details of the Service. Your Confidential Information includes Customer Data. Confidential Information does not include information that is or becomes public through no fault of the recipient, was known to the recipient without restriction before disclosure, is independently developed without use of the discloser's information, or is rightfully received from a third party without a duty of confidentiality.

10.2 Obligations. The receiving party will use the disclosing party's Confidential Information only to perform under or exercise rights under the Agreement, will protect it with at least reasonable care, and will disclose it only to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these. The receiving party may disclose Confidential Information when required by law or court order, provided it gives the disclosing party prompt notice where legally permitted and cooperates in seeking protective treatment.

10.3 Duration. These obligations continue for three years after the Agreement ends, except that obligations regarding Customer Data and trade secrets continue for as long as the information remains confidential.

10.4 Signed NDA. If you and we have signed a separate non-disclosure agreement, it governs Confidential Information to the extent of any conflict with this Section 10.

11.1 Grounds. We may suspend your access to the Service, or to a specific feature, channel, or sending domain, if we reasonably determine that: (a) your use violates Section 5, the AUP, or applicable law; (b) your use poses a security risk to the Service or any third party; (c) your sending patterns are damaging deliverability or sender reputation for the Service or other customers; (d) your account is more than 15 days past due as described in Section 7.6; (e) a Third-Party Service, carrier, or mailbox provider requires it; or (f) suspension is required by law or legal process.

11.2 Notice and scope. We will give you notice before suspending where practicable, and in any event promptly after, and we will limit the suspension to what is reasonably necessary to address the issue. We will restore access once the issue is resolved. Fees continue to accrue during a suspension caused by your breach. Suspension is in addition to any other remedy we have under the Agreement.

11.3 Individual messages and content. Without suspending your account, we may refuse to send, delay, or stop any message or campaign, and may remove or disable access to any content, that we reasonably believe violates Section 5, the AUP, or applicable law, or that threatens the deliverability or security of the Service. We will tell you when we do so where practicable.

12.1 Term. The Agreement starts when you first accept these Terms and continues for as long as you have an active subscription or account. Each subscription has the term stated in the Order Form or plan selection (the "Subscription Term") and renews as described in Section 7.3.

12.2 Termination by you. You may cancel a subscription at any time through the Service or by written notice. Cancellation takes effect at the end of the current Subscription Term, and you remain responsible for Fees through that date. You may close your account at any time once you have no active paid subscription.

12.3 Termination for cause. Either party may terminate the Agreement on written notice if the other party materially breaches the Agreement and fails to cure the breach within 30 days of receiving notice describing it. We may terminate immediately on notice if you breach Section 5 or the AUP in a way that causes or threatens material harm to third parties, the Service, or our reputation, or if you become insolvent or subject to bankruptcy proceedings.

12.4 Termination by us for convenience. We may terminate the Agreement or any subscription at any time, for any reason or no reason, by notice to you. If we do so other than under Section 12.3, we will refund any prepaid Fees for the period after termination, and that refund is your sole remedy for the termination.

12.5 Effect of termination. On termination or expiration: (a) your right to use the Service ends; (b) you must pay all Fees accrued through the termination date; (c) if we terminate for your breach, all unpaid Fees for the remainder of the Subscription Term become due; (d) if you terminate for our uncured breach, or we terminate under Section 12.4, we will refund any prepaid Fees for the period after termination; and (e) Section 6.6 governs the export and deletion of Customer Data.

12.6 Survival. Sections 5, 6.1, 6.4, 6.6, 6.7, 7, 8, 10, 12.5, 12.6, 13, 14, 15, 16, and 18 survive termination or expiration of the Agreement, together with any other provision that by its nature should survive.

13.1 Mutual. Each party represents that it has the legal power to enter into the Agreement.

13.2 By you. You represent and warrant that you have, and will maintain, all rights, consents, and authority necessary to provide Customer Data to us and to send the messages you send through the Service, and that your use of the Service will comply with Section 5 and the AUP.

13.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THE AGREEMENT, THE SERVICE AND ALL RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT OUTPUT OF ANY AI FEATURE WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR USE WITHOUT YOUR REVIEW, THAT ANY MESSAGE WILL BE DELIVERED, OPENED, OR ACTED UPON, THAT ANY SYNC WILL PRODUCE THE RESULTS YOU INTEND, OR THAT YOUR USE OF THE SERVICE WILL COMPLY WITH LAWS THAT APPLY TO YOU. YOU ACKNOWLEDGE THAT MESSAGE DELIVERY DEPENDS ON THIRD-PARTY NETWORKS, CARRIERS, AND MAILBOX PROVIDERS THAT WE DO NOT CONTROL.

14.1 By you. You will defend us and our officers, directors, employees, and contractors against any claim brought by a third party, including a regulator, carrier, or recipient, arising from: (a) Customer Data; (b) messages you send or tracking you perform through the Service, including any alleged violation of Section 5; (c) your violation of law or of the rights of a third party; or (d) your use of the Service in breach of the Agreement. You will pay the damages, fines, penalties, costs, and attorneys' fees finally awarded against us or agreed in a settlement you approve.

14.2 Procedure. The indemnified party must give prompt written notice of the claim (though delay only relieves the indemnifying party to the extent it is prejudiced), give the indemnifying party sole control of the defense and settlement, and provide reasonable cooperation at the indemnifying party's expense. The indemnifying party may not settle a claim in a way that admits fault on behalf of, or imposes obligations on, the indemnified party without its consent, which will not be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

15.1 Exclusion of certain damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE UNDER THE AGREEMENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU TO US UNDER THE AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15.3 Exceptions. The limitations in this Section 15 do not apply to: (a) a party's indemnification obligations under Section 14; (b) your obligation to pay Fees; (c) your breach of Section 5 or the AUP; (d) either party's gross negligence, fraud, or willful misconduct; or (e) liability that cannot be limited under applicable law.

15.4 Basis of the bargain. The parties agree that the limitations in this Section 15 reflect a reasonable allocation of risk and are an essential basis of the bargain, and that they apply even if a limited remedy fails of its essential purpose.

16.1 Governing law. The Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Informal resolution. Before filing a claim, the complaining party must send the other party a written notice titled "Initial Notice of Dispute" that describes the nature and basis of the dispute and the relief sought. Notice to us must be sent by email to [email protected] and by mail to Zym Labs, LLC, Attn: Legal, at the address in Section 1.1. Notice to you must be sent to the email address of your account owner. The parties will then attempt in good faith to resolve the dispute for at least 30 days after the notice is received before either files a claim. Either party may seek injunctive relief at any time without waiting.

16.3 Venue. Any action arising out of or relating to the Agreement must be brought in the state or federal courts located in Tarrant County, Texas, and each party consents to the personal jurisdiction of those courts. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16.4 Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

16.5 Time limit. To the extent permitted by law, any claim arising out of the Agreement must be brought within one year after the claim accrues.

We may update these Terms from time to time. If a change is material, we will notify you at least 30 days before it takes effect by email to your account owner or by notice in the Service. Changes take effect for your account at the start of your next Subscription Term after the notice period, or immediately for free plans and for changes required by law. If you do not agree to a material change, you may cancel before it takes effect. Your continued use of the Service after a change takes effect constitutes acceptance. The current version is always posted at https://zymlabs.com/legal/terms.

18.1 Notices. Notices under the Agreement must be in writing. Notices to us must be sent by email to [email protected], or to the notice address stated in an Order Form if there is one. Notices to you may be sent to the email address of your account owner or posted in the Service. You must keep that address current, and a notice we send to it is effective when sent, even if the address is no longer valid. Notices to us are effective on the first business day after receipt. An Initial Notice of Dispute must also be sent as described in Section 16.2.

18.2 Assignment. You may not assign or transfer the Agreement without our prior written consent, except to a successor in a merger, acquisition, or sale of substantially all of your assets that is not a competitor of ours and that agrees in writing to be bound. We may assign the Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of our assets or of the business to which the Agreement relates. Any other attempted assignment is void.

18.3 Independent contractors. The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, or fiduciary relationship.

18.4 No third-party beneficiaries. There are no third-party beneficiaries to the Agreement. Your end users are not third-party beneficiaries and have no rights against us under the Agreement.

18.5 Force majeure. Neither party is liable for failure or delay in performance, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, government action, internet or utility failures, or denial-of-service attacks, provided it uses reasonable efforts to mitigate.

18.6 Export and sanctions. The Service is subject to United States export control and sanctions laws. You represent that you are not located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list. You will not use or permit use of the Service in violation of these laws.

18.7 Government users. If you are a U.S. government entity, the Service is a "commercial item" as defined in 48 C.F.R. 2.101 and is provided with only the rights set out in the Agreement, consistent with 48 C.F.R. 12.212 and 227.7202.

18.8 Severability and waiver. If any provision of the Agreement is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder will remain in effect. A party's failure to enforce a provision is not a waiver of its right to do so later. Waivers must be in writing.

18.9 Entire agreement. The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous proposals, agreements, and communications, written or oral. No terms in your purchase order, vendor registration portal, or other business form will apply, even if we acknowledge or sign it. Headings are for convenience only, and "including" means "including without limitation."

18.10 Electronic acceptance. You agree that electronic acceptance of these Terms, electronic signatures on Order Forms, and electronic notices satisfy any legal requirement that the Agreement or a notice be in writing.

Questions about these Terms may be sent to [email protected].