ZIRO Software End User License Agreement (EULA)

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ZIRO Software End User License Agreement (EULA)

Revision 2024.12.11

READ BEFORE USING: Carefully read the terms of this End User License Agreement (the “EULA” or the “Agreement”) before installing, copying, or Using (defined below) the Software (defined below).

THIS EULA CONSTITUTES A BINDING AGREEMENT BETWEEN YOU OR THE CUSTOMER (DEFINED BELOW) IF YOU ARE ACTING ON BEHALF OF THE CUSTOMER AND ZIRO TECHNOLOGIES, INC. (“ZIRO”). ZIRO PROVIDES THE SOFTWARE SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS EULA AND ON THE CONDITION THAT YOU ACCEPT AND COMPLY WITH THEM. BY CHECKING THE “ACCEPT” BOX, YOU (A) ACCEPT THIS EULA AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT (I) YOU ARE 18 YEARS OF AGE OR OLDER LEGALLY AUTHORIZED TO ENTER INTO A BINDING AGREEMENT; AND (II) IF YOU ARE ACTING ON BEHALF OF THE CUSTOMER, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS EULA ON ITS BEHALF AND BIND IT TO ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS EULA OR YOU DO NOT HAVE THE AUTHORITY TO ACT ON BEHALF OF THE CUSTOMER, ZIRO WILL NOT AND DOES NOT LICENSE (DEFINED BELOW) THE SOFTWARE AND DOCUMENTATION TO YOU AND YOU MUST NOT DOWNLOAD, INSTALL, USE OR ACCESS THE SOFTWARE AND DOCUMENTATION AND YOU MUST UNINSTALL AND RETURN THE SOFTWARE AND DOCUMENTATION, AS THE CASE MAY BE, TO ZIRO AND DESTROY ANY REMAINING COPY IN YOUR POSSESSION, IF ANY. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS EULA, NO OTHER LICENSE IS GRANTED TO YOU BY ZIRO (WHETHER EXPRESSLY, BY IMPLICATION OR OTHERWISE) HEREUNDER, AND THIS EULA EXPRESSLY EXCLUDES ANY RIGHT NOT EXPRESSLY GRANTED HEREUNDER.

1. Definitions. The following terms when used in this EULA shall have the following meaning:

1.1. “Authorized Users”, "You” and “Your” means the natural persons acting on behalf of the Customer and authorized by the Customer to Use the Software on its behalf in accordance with this EULA.
1.2. “Documentation” is the ZIRO user or technical manuals, training materials, specifications, release notes or other documentation applicable to the Software if and where available.
1.3. “License” has the meaning set forth in Section 2 below.
1.4. “License Term” has the meaning defined in Section 8 below.
1.5. “Order Form” means the license details, including license metric, duration, and quantity provided in the final proposal, service agreement, statement of work, or quotation issued by ZIRO to the Customer.
1.6. “Parties” or “Party” shall mean both the Customer and ZIRO, or either of
1.7. “Software” means the ZIRO software and computer programs as identified in the Order Form and any Upgrades licensed to You or the Customer by ZIRO.
1.8. “Trial License” has the meaning defined in Section 4 below.
1.9. “Upgrades” means all updates, minor updates, maintenance releases, version updates, bug fixes, error corrections, enhancements and other modifications to the Software provided by ZIRO under a Software Support and Maintenance Agreement or otherwise, and backup copies thereof.
1.10. “Use” or “Using” means to download, install, activate, access or otherwise use the Software and/or the Documentation.
1.11. “Customer” means the corporation, governmental organization, or any other legal entity authorizing You, as its Authorized User, to use the Software under the terms of this EULA.

2. Right to Use. Subject to the payment of any applicable fees detailed in the Order Form by the Customer and Your compliance with this EULA along with any applicable laws, ZIRO grants the You a limited, revocable, non-exclusive, non-transferable, and non- sublicensable license during the License Term to Use, the object code version of the Software and the Documentation solely for the Customer’s internal operations and in accordance with any applicable Order Form (the “License”). The Customer’s License rights herein are exercisable solely by and through it’s Authorized Users. If the Software is licensed for a specific number of Authorized Users, the License is valid solely for such specific number of Authorized Users.

3. Third-Party Materials. The Software may include software, content, data, or other materials, including related documentation, that are owned by third parties other than ZIRO and that are provided to You based on terms and conditions that are in addition to and/or different from those contained in this EULA (“Third-Party Licenses”). The ownership of all intellectual property rights in any third-party material remains with the respective owners thereof. You are bound by and shall comply with all Third-party Licenses. The breach of any Third-party License shall be deemed a breach of this EULA.

4. Trial License. If the License relates to a trial product trial evaluation or other limited, temporary use (“Trial License”), Your Use of the Trial License is only permitted for the period limited by the license key or otherwise stated by ZIRO in the Order Form. If no evaluation period is identified by the license key or in the Customer’s Order Form, then the evaluation license is valid for twenty (20) days from the date the trial product is made available to You. The Customer will be invoiced for the list price of the Trial License if it fails to return such Trial License or stops Using it by the end of the evaluation period. All terms of this EULA, where applicable, will apply to the trial. Notwithstanding the foregoing, ZIRO does not assume any liability arising from any use of the Trial License. Neither the Customer nor its Authorized Users may publish any results of benchmark tests run on the Trial License without first obtaining the written approval of ZIRO. You and Customer authorize ZIRO to use any feedback or ideas provided to ZIRO in connection with Your Use of the Trial License.

5. Audit. During the License Term for the Software and for a period of three (3) years after its expiration or termination, You and/or the Customer will take reasonable steps to maintain complete and accurate records of use of the Software sufficient to verify compliance with this EULA and/or terms set out in the Order Form. No more than once per twelve (12) month period, You and/or the Customerwill allow ZIRO and/or its auditors the right to examine such records and any applicable books, systems and accounts upon fourteen (14) days’ advanced written notice, during the normal business hours to ensure compliance with all the terms and conditions hereof. If the audit discloses underpayment of License fees with respect to the specific number of Authorized Users, the Customer will pay retroactively such License fees for any unauthorized Use, plus the reasonable cost of the audit within thirty (30) days of receipt of written notice. The License fees shall be increased to reflect the actual number of Authorized Users going forward.

6. Assignment. You may not assign this EULA, in whole or in part, without the other Party’s prior written consent, any attempt to assign this EULA will be null and of no effect and shall be deemed a breach of this EULA. Without limiting the foregoing, this EULA will ensure to the benefit of and bind the Parties’ respective successors and permitted assigns. All assignees shall comply with all terms and conditions of this EULA.

7. Force Majeure. Neither Party will be responsible for non-performance or delays in performing any of its obligations under this EULA resulting from events beyond the reasonable control of such Party, including acts of God, natural disasters, acts of civil or military authority, fire, floods, epidemics, energy crises, war, acts of terrorism, and riots (“Events of Force Majeure”) provided that the nonperforming party uses commercially reasonable efforts to avoid or remove such causes of non-performance gives notice to the other Party as soon as possible of the occurrence of an Event of Force Majeure, and continues performance hereunder with reasonable dispatch as soon as such causes are removed. If the Event of Force Majeure causes a delay in the performance of an obligation or the exercise of a right hereunder, the period to perform such obligation or exercise such right shall be extended for a period equal to the period during which the Event of Force Majeure delayed such performance.

8. Term and Termination.

  • a. If the License is granted for a specified term under an Order Form, the License herein shall remain in effect for the period set out therein. If not license term is specific in the Order Form or You do not have an Order Form, You will be bound by the terms of this EULA for so long as You Use the Software as it is made available to You for access, use, download or installation unless otherwise terminated in accordance with this Section (“License Term”). This EULA will immediately terminate if You or the Customer breach its terms, or if You or the Customer fail to pay any undisputed portion of the applicable License fees and You or the Customer fail to cure that payment breach within thirty (30) days of notice.

  • b. ZIRO may terminate this EULA, effective immediately upon written notice to You, if You breach Your obligations in this EULA and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured for fifteen (15) days after ZIRO provides written notice thereof.

  • c. ZIRO may terminate this EULA, effective immediately, if You file an assignment in bankruptcy or has a bankruptcy order made against it under any bankruptcy or insolvency law, make or seek to make a general assignment for the benefit of its creditors or apply for, or consents to, the appointment of a trustee, receiver, receiver-manager, monitor, or custodian for all or a substantial part of its property.

9. Effects of termination. You and the Customer acknowledge and agree that no License fees already paid will be reimbursed in the event of the termination of this EULA. Upon the expiration or termination of this License, all grants pursuant to this License shall be terminated and You and the Customer shall stop and shall cause to be stopped any Use of the Software and shall no longer access or cause to be accessed the foregoing. You and the Customer agree to provide forthwith to ZIRO a statement executed (verified if so requested by ZIRO) by a duly authorised officer of Customer attesting that all ZIRO Software, Documentation, or other material has been returned or destroyed as required by ZIRO. Upon request, ZIRO shall return all Your information, if any, maintained by ZIRO within thirty (30) days of termination.

10. Ownership. ZIRO or its third-party licensors retain sole and exclusive ownership of all intellectual property rights in and to the Software and Documentation, including copies, improvements, enhancements, derivative works and modifications thereof. Your rights to Use the Software and Documentation are limited to those expressly granted by this EULA. Nothing herein shall be construed as and have the effect of granting or transferring to You, the Customer, or any person ZIRO any intellectual property right, title or interest in and to the Software and Documentation. You do not acquire any ownership interest in the Software or Documentation under this EULA, or any other rights thereto, other than to Use the same in accordance with the License granted and subject to all terms, conditions, and restrictions under this EULA. You shall use commercially reasonable efforts to safeguard the Software (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You shall promptly notify ZIRO if You become aware of any infringement of ZIRO’s intellectual property rights in the Software and fully cooperate with ZIRO in any legal action taken by ZIRO to enforce its intellectual property rights.

11. Open Source Material. The Software may contain code which is distributed under any of the many known variations of open source license terms, including terms which allow the free distribution and modification of the relevant software’s source code or which require all distributors to make such source code freely available upon request, including any contributions or modifications made by such distributor (collectively, “Open Source Software”) and excluding the obligation, for ZIRO, to make its own code, program, image or text which may include Open Source Software freely available. You undertake to abide by the license terms of Open Source Software.

12. Confidential Information.

  • a. Confidential Information. The Parties hereby acknowledge that all information, materials, documents, or other information (whether in electronic or in another format) disclosed or made available by one Party (“Disclosing Party”) to the other (“Receiving Party”) pursuant to this EULA, together with any such information acquired or developed under this EULA, will be deemed to be confidential information unless specified otherwise by the Disclosing Party (the “Confidential Information”). Without limiting the generality of the foregoing, Confidential Information includes (i) information relating to the content of this EULA, ZIRO services, addendums, schedules, exhibits, or any other documentation, (ii) information relating to research, development, inventions, information systems, software code, software applications, pricing, customer lists, engineering, personnel relations, marketing, merchandising, distribution, and selling; customer, employee, or third-party data, (iii) any financial or other economic information, accounting, and/or potential sources of financing; and (iv) all analyses, compilations, forecasts, studies or other documents prepared in connection with the present EULA.

  • b. Exclusive Property. The Receiving Party acknowledges that such Confidential Information will be the exclusive property of the Disclosing Party and that the disclosure of such Confidential Information without the Disclosing Party’s prior written consent shall cause the latter serious and irreparable damage. Consequently, the Disclosing Party may seek injunctive relief, in addition to any and all legal recourses at its disposition, to enforce its rights.

  • c. Undertaking. The Receiving Party undertakes to hold such Confidential Information in strict confidence, to use the Confidential Information solely in furtherance of this EULA, and to disclose the Confidential Information only to those who have a need to know in order to carry out the terms of this EULA. The Receiving Party.

  • d. Destruction. Upon the termination of this EULA, the Receiving Party will promptly return to the Disclosing Party and/or destroy all Confidential Information without retaining a copy thereof at the direction of the Disclosing Party. Upon request, the Receiving Party shall certify the destruction of the Confidential Information.

  • e. Information Not Confidential. Information will not be deemed Confidential Information hereunder if such information:

    • i. is known to the Receiving Party prior to receipt from the Disclosing Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party;

    • ii. becomes known (independently of disclosure by the Disclosing Party) to the Receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party;

    • iii. becomes publicly known or otherwise ceases to be secret or confidential, except through a breach of the EULA by the Receiving Party;

    • iv. is independently developed by the Receiving Party; or

    • v. is required to be released by law or regulation, provided that, to the extent legally permitted, the Receiving Party provides prompt written notice to the Disclosing Party of such impending release, and the Receiving Party cooperates fully with the Disclosing Party (at the expense of the Disclosing Party) to minimize such release.

f. Personal Information. ZIRO acknowledges that it may receive Your personal information through Your use of the Software. ZIRO agrees that such personal information is confidential and agrees that it will use such information for the sole purpose of this EULA.

13. Use by Authorized Users. You may not permit any third party to Use the Software and/or Document. You represent and warrant that You have a License to Use the Software or You are an Authorized User of the Customer. You agree that You, or if You are acting on behalf of the Customer, the Customer, are liable for any breach of this EULA by that third party.

14. Limitations and Restrictions. You will not and will not allow a third party to:

  • a. transfer, sublicense, or assign Your rights under this License to any other person or entity unless expressly authorized by ZIRO in writing;
  • b . modify, adapt or create derivative works of the Software or Documentation unless expressly authorized by ZIRO in writing;
  • c. reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software;
  • d. make the functionality of the Software available to third parties, whether as an application service provider or on a rental, service bureau, cloud service, hosted service, or other similar basis unless expressly authorized by ZIRO in writing;
  • e. remove, modify, or conceal any product identification, copyright, proprietary, trademark, intellectual property notices or other marks on or within the Software;
  • f. use the Software for illegal purposes;
  • g. cause or permit the disabling or circumvention of any security mechanism contained in or associated with the Software;
  • h. use (including making any copies of) the Software or Documentation beyond the scope of the license hereunder;
  • i. provide any third party, including any subcontractor, independent contractor, affiliate, or service provider of the Customer, with access to or use of the Software or Documentation;
  • j. copy the Software or Documentation, in whole or in part;
  • k. combine the Software or any part thereof with, or incorporate the Software or any part thereof in, any other programs;
  • l. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software and Documentation, or any features or functionality of the Software, to any third party for any reason; or use the Software or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any third party intellectual property rights.

15. Representations and Warranties.

  • a. ZIRO warrants that (a) the Software will, under normal use, function substantially in accordance with the Documentation, (b) ZIRO will deliver to You Software free from any disabling codes, viruses, programs, or programming devices designed to modify, delete, damage or disable the Software or Your data, (c) all remote access to Your systems which is required for installation and setup of the Software shall be performed through VPN and shall be terminated upon completion of the installation.

  • b. ZIRO represents and warrants that (a) it has full power and authority to enter into this EULA, (b) it owns the Software, (c) it has the right and authority to grant to You the rights and licenses set forth herein, (d) on the date hereof, the Software does not infringe any registered Canadian intellectual property rights including copyrights, trademarks, patents and computer software and database rights, and (e) the Software complies with the applicable laws.

16. Disclaimers and Limitation of Liability.

  • a. Disclaimer. EXCEPT AS EXPRESSLY STATED HEREIN, THE SOFTWARE AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS EULA ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND YOUR USE OF THE SOFTWARE AND DOCUMENTATION IS AT YOUR OWN RISK. ZIRO DOES NOT MAKE AND EXPLICITLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AS WELL AS ANY WARRANTIES THAT MAY ARISE FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ZIRO DOES NOT GUARANTEE THAT THE SOFTWARE WILL BE MADE AVAILABLE AT ALL TIMES OR BY A PARTICULAR DATE. ZIRO DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE, UNINTERRUPTED OR SECURE FROM THIRD-PARTY ATTACKS. THE PRECEDING DISCLAIMERS INCLUDE AN EXPRESS ACKNOWLEDGMENT BY YOU THAT, AMONG OTHER THINGS, ZIRO DOES NOT MAKE ANY PROMISE TO YOU THAT (1) THE SOFTWARE IS FREE FROM DEFECTS; (2) THE SOFTWARE WILL PERFORM IN ANY SPECIFIC MANNER, AT A PARTICULAR SPEED, OR TO ANY PARTICULAR STANDARD; (3) A MANAGED OR OTHER SECURITY SERVICE WILL PROVIDE ANY PARTICULAR LEVEL OF PROTECTION FOR YOUR COMPUTER, NETWORK OR SYSTEM; OR (4) THAT A HOSTED SERVICE WILL MEET ANY PARTICULAR LEVEL OF SECURITY, RELIABILITY OR COMPLIANCE.

  • b. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE SET FORTH IN THIS EULA, NEITHER PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY NATURE OR FOR ANY LOST REVENUES, LOST PROFITS OR LOSS OF BUSINESS OR POTENTIAL BUSINESS OR DATA OR SERVICES, LOSS OF GOODWILL, WORK STOPPAGE, IN EACH CASE WHETHER OR NOT SUCH LOSSES WERE FORESEEABLE BY SUCH PARTY.

  • c. Liability Cap. ZIRO’S AGGREGATE LIABILITY TO YOU OR ANY OTHER PERSON OR ENTITY AND ARISING OUT OF OR IN CONNECTION WITH THIS EULA, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR FOR BREACH OF STATUTORY DUTY OR IN ANY OTHER WAY, SHALL BE AN AMOUNT EQUAL TO THE FEES PAID OR PAYABLE BY YOU UNDER THIS EULA, IF ANY, IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. YOU ACKNOWLEDGE THAT ZIRO HAS MADE THE SOFTWARE AND DOCUMENTATION AVAILABLE TO YOU IN RELIANCE ON THESE LIABILITY AND REMEDY LIMITS AND THAT THEY FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

17. Indemnification by You. You agree, or agree on behalf of the Customer, to defend, indemnify and hold ZIRO, its affiliates, directors, officers, employees, members, managers and contractors harmless from any and all third-party claims, liabilities, losses, damages, expenses, or causes of action, including, without limitation, reasonable legal fees and expenses (collectively, “Losses”) arising from or in connection with (i) Your resale, redistribution, sublicensing, transfer, assignment, or otherwise, of the Software and/or Documentation; (ii) Your illegal Use of, or any misuse of any Software and/or Documentation in violation of this EULA, the applicable laws, rules or regulations; (iii) Your material breach of Your obligations under this EULA; and (iv) Your gross negligence or willful misconduct.

18. Indemnification by ZIRO. ZIRO agrees to defend You against any and all third-party claims, demands and/or actions and indemnify and hold You harmless from and against Losses resulting from the Software infringing upon any registered Canadian intellectual property rights, including copyrights, trademarks, patents and computer software and database rights as determined by a competent court, provided that Your provide ZIRO prompt written notice of such claim, provide reasonable assistance as may be required by ZIRO to defend against such claim and grant ZIRO the sole authority to defend or settle such claim.

19. Upgrades and Additional Copies of Software. Notwithstanding any other provision of this EULA, You are not permitted to Use Upgrades unless You or the Customer, at the time of acquiring such Upgrade in an applicable Order Form, already holds a valid license to the original version of the Software. Unless otherwise provided in the Documentation, You are hereby authorized to make and Use additional copies solely for backup purposes, where the backup is limited to archiving for restoration purposes.

20. Support and maintenance. ZIRO does not offer any support services for the Software under this EULA. However, in case You experience any issues or wish to notify us of any issues, You may write to support@goziro.com ZIRO, in its discretion, shall exercise commercially reasonable efforts to resolve Your issues.

21. Integration. If any portion of this EULA is found to be void or unenforceable, the remaining provisions of the EULA shall remain in full force and effect. Except as expressly stated or as expressly amended in a signed agreement, the EULA constitutes the entire agreement between the parties with respect to the License of the Software and supersedes any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded. The Parties agree that the English version of the EULA will govern in the event of a conflict between it and any version translated into another language.

22. Schedules incorporated. Any schedules to this EULA and all appendices thereto are incorporated herein by reference and constitute an integral part of this EULA.

23. Export Regulation. The Software and Documentation may be subject to export control laws. You shall not, directly or indirectly, export, re-export, or release the Software or Documentation to, or make the Software or Documentation accessible from, any jurisdiction or country to which export, re-export or release is prohibited by law, rule, or regulation. You shall comply with all applicable laws, regulations, and rules and complete all required undertakings (including obtaining any necessary export license or other governmental approval) before exporting, re-exporting, releasing, or otherwise making the Software or Documentation available in a foreign country.

24. Governing Law. This EULA shall be governed by the laws of the Province of Quebec without regard to its conflict of laws provisions. To resolve any legal dispute arising from this EULA, You and ZIRO agree to exclusively submit the dispute to a court of competent jurisdiction in the Province of Quebec, Canada.

25. Notices. Each Party shall deliver all notices, requests, consents, claims, demands, waivers and other communications under this EULA [(other than routine communications having no legal effect)] (each, a “Notice”) in writing and addressed to the other Party at the addresses set forth on the Order Form. Notices sent in accordance with this Section will be conclusively deemed validly and effectively given: (a) on the date of receipt if delivered by personal delivery or by a nationally recognized same day or overnight courier (with all fees prepaid); (b) the next business day upon the sender’s transmission of the Notice by email of a PDF document; or on four (4) days after the date mailed by certified or registered mail, return receipt requested, postage prepaid. For greater certainty, ZIRO may send You any Notice to Your email address on record or through the Software.

26. Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this EULA, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this EULA shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

27. Severability. If any term or provision of this EULA is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this EULA or invalidate or render unenforceable such term or provision in any other jurisdiction.

28. Survival. The provisions set forth in the following sections, and any other right or obligation of the parties in this EULA that, by its nature, should survive termination or expiration of this EULA, will survive any expiration or termination of this EULA: Section 1, 3, 5 to 10, 12, 15 to 19, 21 to 30.

29. Language. The parties recognize having requested that this Agreement and its accessories be drawn up in English. Les parties reconnaissent avoir demandé que ce contrat et documents connexes soient rédigés en anglais.

Entire Agreement. This EULA, together with any Order Form, all schedules and exhibits attached hereto and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between You and ZIRO with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.