Terms and Conditions

Terms and Conditions of Partner Program

THESE PARTNER PROGRAM TERMS AND CONDITIONS ("TERMS AND CONDITIONS" OR "AGREEMENT") ARE AGREED BETWEEN ZONES, LLC, OR ITS AFFILIATE, WHICHEVER IS THE HOST OF THE PROGRAM ("ZONES") AND THE PARTNER ENTITY ("PARTNER") THAT IS PARTICIPATING IN ZONES' ANNUAL PROGRAM PARTNERSHIP (THE "PARTNERSHIP"). THE "TRANSACTION DOCUMENT" (MEANING A PURCHASE ORDER OR QUOTE) SHALL GOVERN SUCH SALE EFFECTIVE ON THE EARLIER OF THE DATE WHEN SUCH TRANSACTION DOCUMENT IS "EXECUTED" (MEANING THE DATE ON WHICH SUCH PURCHASE ORDER IS ACCEPTED BY ZONES) AND THE DATE WHEN ZONES INITIATES PERFORMANCE HEREUNDER AT PARTNER'S REQUEST ("AGREEMENT EFFECTIVE DATE"). THESE TERMS AND CONDITIONS MAY BE UPDATED FROM TIME TO TIME BY ZONES WITHOUT PRIOR NOTICE; PROVIDED THAT THE VERSION OF THESE TERMS AND CONDITIONS POSTED ON THIS WEBSITE AT THE TIME THE TRANSACTION DOCUMENT IS EXECUTED SHALL BE THE AGREEMENT THAT GOVERNS SUCH TRANSACTION DOCUMENT.

IN THE EVENT OF A CONFLICT BETWEEN THE TRANSACTION DOCUMENT AND THESE TERMS AND CONDITIONS, THESE TERMS AND CONDITIONS SHALL PREVAIL, AND ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS IN ANY FORM ASSOCIATED WITH THE TRANSACTION DOCUMENT OR OTHERWISE PROVIDED BY PARTNER, OTHER THAN THE "TRANSACTION SPECIFICS" (MEANING THE NUMERICAL AND OTHER IDENTIFYING INFORMATION NECESSARY TO THE SALE, INCLUDING WITHOUT LIMITATION PRICE, QUANTITY, PRODUCT NAMES AND/OR CODES, AND DELIVERY AND/OR INVOICE ADDRESSES), ARE HEREBY DEEMED TO BE MATERIAL ALTERATIONS OF THESE TERMS AND CONDITIONS, ARE HEREBY REJECTED, AND ARE NULL AND VOID.

AS USED HEREIN, "PARTY" MEANS ZONES OR PARTNER INDIVIDUALLY, AND "PARTIES" MEANS ZONES AND PARTNER COLLECTIVELY.

PARTNER PROGRAM.

Partner Program. Partner acknowledges and agrees that participation in the Partnership is subject to its full compliance with Zones' Partnership requirements ("Partner Program Requirements"). The Partner Program Requirements may be modified from time to time by Zones. Partner must also comply with all requirements and satisfy all obligations for the applicable Partnership "Partner Level" (meaning a level of Partnership between Zones and Partner with specific marketing activities and Partner obligations connected to such level) stated in the Transactional Document. If Partner fails to meet any Partnership Program Requirements or fulfill its obligations in this Agreement or a Transactional Document, Zones reserves the right to modify or cancel Partner's Partner Level eligibility and/or participation in the Partnership. Zones reserves the right to change, modify, or cancel its Partnership Program at any time.

Partner Trademarks. Partner grants Zones a license to use Partner's name, trademarks, services marks, logos, trade names, and proprietary words and symbols ("Trademarks") in connection with the Partnership.

Marketing Funds. "Marketing Development Funds" (meaning certain funds that Partner is required to pay Zones to directly or indirectly market Zones' sales offerings) shall be paid to Zones in accordance with the terms and conditions of this Agreement and the Transactional Document. Unless stated otherwise in the Transactional Document, Zones may use Partner's MDF for any purpose that directly or indirectly supports Zones' sale or marketing of Zones' sales offerings. Partner may not cancel for any reason its obligation to pay MDF funds to Zones, unless mutually agreed upon in writing by Partner and Zones. The Marketing Development Funds are nonrefundable. In the event of a conflict between this Agreement and a Transactional Document, this Agreement shall control.

Marketing Materials. Zones may, in its sole discretion, use, copy, and/or distribute the "Marketing Materials" (meaning any tangible or electronic materials or other items provided or distributed by Partner in connection with the Partnership) for the purposes contemplated hereunder or as otherwise agreed to by the Parties.

Marketing Activities. Zones shall make commercially reasonable efforts to market the products and/or services agreed to by the Parties ("Partner Offerings") and relevant for the purposes of the Partnership; provided that Zones shall be required to perform only the activities applicable to the Partner Level purchased by Partner and only as long as Partner is in compliance with all Partnership and Partner Level requirements. Zones shall own all rights, including without limitation all associated intellectual property rights in "Work Product" (meaning all deliverables, documents, business plans or strategies, data, or any other items or intellectual property of Zones, in tangible or intangible form, created for a Marketing Event or in relation to Marketing Development Funds). To the extent such Work Product incorporates any deliverable, documents, data, or any other items owned, created, or licensed by Partner prior to execution of the applicable Marketing Development Funds Plan ("Preexisting Materials"), Partner retains ownership over such Preexisting Materials. Partner grants Zones an irrevocable, worldwide, perpetual, royalty-free license to use such Preexisting Materials for the purposes contemplated by this Agreement.

Marketing Results Disclaimer. Zones hereby disclaims any representation and/or warranty that the Partner Program will result in any growth in sales or any other specific outcome for Partner, its reputation, and/or its goodwill.

Zones Events. Partner and its Personnel shall at all times comply with all terms and conditions set forth herein and all rules and requirements for each "Zones Event" (meaning any event hosted or sponsored by or affiliated with Zones, including without limitation, marketing fairs, trainings, banquets, ceremonies, dinners, and trips). Zones reserves the right to cancel a Zones Event at any time and for any reason. Zones will make commercially reasonable efforts to notify Partner in advance, if possible, of such cancellation. Partner acknowledges and agrees that Zones shall have no obligation to reschedule any cancelled Zones Event. Partner acknowledges and agrees that Zones shall have no liability arising from or relating to cancellation of a Zones Event. If Partners wishes to cancel its participation in a Zones event, Partner agrees to provide Zones with advance written notice at least thirty (30) days before the subject Zones Event. Zones will, in its sole discretion, decide whether any refund, if applicable, will be provided to Partner. Partner shall be solely responsible for the conduct of its Personnel at Zones Events, and Partner agrees that Partner shall be solely responsible for the safety of its Personnel at all Zones Events.

Photographs and Video. Partner acknowledges that photographs, videos, and audio recordings ("Photographs") may be taken at Zones Events, and such Photographs may include images of Partner Personnel, Marketing Materials, and/or Partner Trademarks. Partner agrees that Zones may display, publish, and/or make public such photographs, video, and audio recordings without compensation to or further consent from Partner or Partner Personnel.

Publicity and Advertising. Notwithstanding any other provision of this Agreement, Partner may not issue press releases, marketing materials, advertising, or endorsements that reference Zones or include statements attributable to or about Zones without the prior written consent of Zones, which consent must include the written approval of a vice president of Marketing or the VP, Business and Legal Affairs.

Non-Exclusivity. Zones retains the right, in its sole discretion, to: (i) allow any party to participate in Zones' Partner Program; and (ii) perform the same or similar marketing services for any third parties, including without limitation competitors of Partner. Nothing stated herein shall limit Zones' right to enter into a relationship with any third party or market the products and/or services of any third party.

PARTNER OBLIGATIONS AND WARRANTIES.

Code of Ethics. Partner and its "Personnel" (meaning owners, directors, officers, employees, agents or subcontractors of a Party) shall conduct themselves in a professional manner and comply with any and all policies of Zones for the purposes of Partner's participation in the Partnership and Partner's performance hereunder. Partner is at all times responsible for the acts and omissions of Partner Personnel and the safety of Partner Personnel.

Compliance with Laws. Partner and its Personnel shall at all times comply with all applicable laws, rules, regulations, and ordinances in connection with Partner's participation in the Partnership and its performance hereunder.

On-Premises. All Partner Personnel must have express permission from Zones for Partner Personnel to be on the premises of Zones or Zones' customer or at a Zones Event (each, a "Zones Location"). Partner agrees that its Personnel shall not bring any third parties to any Zones Location without the express written consent of Zones. Upon entering a Zones Location, all Partner Personnel must properly check in pursuant to the requirements at such Zones Location. All Partner Personnel must: (i) carry personal identification while at any Zones Location; and (ii) present such identification upon request by Zones or its customer, as applicable. All Partner Personnel must comply with all policies and rules while at a Zones Location.

Security Keycards. If a Zones security keycard ("Keycard") is issued to Partner Personnel, Partner agrees to ensure that the Partner Personnel to whom the Keycard is issued is the only individual who uses and has possession of such Keycard. Partner shall be responsible for all use of Keycards that were issued to Partner Personnel, regardless of whether such use is by Partner's Personnel.

Security Measures. Partner's Personnel shall use only equipment, including without limitation, desktops, laptops, and other electronic and wireless devices, that are equipped with commercially acceptable spam filter and virus detection devices when: (i) accessing systems, software, programs, or other electronic platforms or sites of Zones or its customers; (ii) sending communications to Zones; and/or (iii) engaging in any activity for the purposes of Partner's participation in the Partnership.

Marketing Materials Warranties. Partner represents and warrants that the Marketing Materials shall not: (i) infringe or otherwise violate any intellectual property or other rights, including, without limitation, any patent, copyright, trade secret, trademark, invention or other proprietary or property rights of any third party; (ii) violate the rights of privacy or publicity of any person or entity; (iii) contain any material that is unlawful, harmful, hazardous, fraudulent, threatening, abusive, harassing, defamatory, libelous, vulgar, indecent, profane, obscene, discriminatory, or racially or ethnically objectionable, including any material that supports, promotes or otherwise encourages wrongful conduct that would constitute a criminal offense, would give rise to civil liability, or otherwise would violate any applicable local, state, national, or international laws; or (iv) contain at the time of any computer instructions, circuitry or other technological means, including without limitation any self-replicating code or other code that contains any virus, Trojan horse, worm or similarly destructive component, whose purpose or effect is to disrupt, damage or interfere with Zones' computer or communications facilities or equipment.

PAYMENT.

Invoices. Zones will invoice Partner for the Marketing Development Funds Plan as stated in the Transaction Document.

Payment. Partner shall pay in full the amount specified as due on each undisputed invoice, including without limitation sales taxes, within the time period specified on such invoice ("Payment Timing"), measured from the date of issuance of such invoice. Notwithstanding the foregoing, Payment Timing is at Zones' sole discretion.

Late Payment. In any event of Partner's failure to pay an undisputed amount due in accordance with these Terms and Conditions ("Payment Delinquency"), Zones has the right to charge and collect interest on such amount at the lesser of one-and-one-half percent (1%) per month and the highest rate legally permitted ("Interest Charge") until paid in full. Partner also agrees to pay the Interest Charge on any disputed amounts that are withheld by Partner in good faith and that are determined to be properly due and owing to Zones, calculating from the thirty-first (31st) day after the date of issuance of the original invoice. Partner shall reimburse Zones for all reasonable expenses arising from collection of past due amounts and Interest Charges, including reasonable attorneys' fees, filing fees, arbitration costs and court costs. Zones has the right to suspend performance hereunder during any Payment Delinquency, and any schedule will be deemed extended for the duration of such Payment Delinquency.

Financial Status. If at any time during the term of the Agreement there is a detrimental material change in Partner's financial status, as determined in Zones' sole discretion, Zones has the right to modify the Payment Timing, terminate any credit extended to Partner or cancel or modify Partner's Partner Level or participation in the Partnership under these Terms and Conditions. In the event Partner does not remit payment in accordance with these Terms and Conditions or such modified Payment Timing, Zones has the right immediately to terminate any currently effective and not expired Transaction Document and/or or cancel or modify Partner's Partner Level or participation in the Partnership.

Taxes. Partner agrees to pay all sales, use, transaction, excise, VAT or similar taxes and any Federal, state or local fees or charges ("Taxes") that may become due in connection with the Partnership, except for taxes on Zones' income, assets, or net worth. In lieu thereof, Partner may provide to Zones a tax exemption certificate acceptable to Zones and the applicable taxing authority. Partner will reimburse Zones for all such Taxes paid by Zones for which Partner is responsible hereunder.

CONFIDENTIALITY.

Purpose of Disclosure. Each Party ("Discloser") may disclose certain of its "Confidential Information" (meaning information that is owned or possessed by a Party, its Affiliates or its or their Personnel, that either is marked as "confidential" or "proprietary" or otherwise due to its nature reasonably would be deemed to be confidential, and that is disclosed to, or accessed by, the other Party) to the other Party ("Receiver"), and Receiver agrees that it will only use Discloser's Confidential Information for the purposes contemplated hereunder.

Non-Confidential Information. No information disclosed hereunder will be considered Confidential Information to the extent such information: (i) is in the public domain through no fault of a receiving Party; (ii) was in the possession of the receiving Party prior to such disclosure; (iii) was independently developed by the receiving Party's Personnel with no prior access to such information; or (iv) was rightfully received by a Party from a third party without breach of any obligation of confidence.

Receiver Disclosures Permitted. Each Party, as Receiver, further agrees that it will only disclose Discloser's Confidential Information to Receiver's Personnel or financial, legal or business advisors who are themselves bound to obligations of confidentiality substantially consistent with those specified herein; provided that if Receiver is compelled to disclose Discloser's Confidential Information by law, rule, regulation or judicial, regulatory or other governmental authority, Receiver will provide Discloser with prompt Notice of any such compulsion, will provide the maximum allowable opportunity for Discloser to seek a protective order or measure to bar such disclosure, will disclose only the Confidential Information that is required to be disclosed, and will make reasonable efforts to ensure that such disclosed Confidential Information is protected to the fullest extent possible under the circumstances.

Period of Confidentiality. Each Party, as Receiver, agrees: (i) that, for a period of three (3) years from the date of any disclosure of Discloser's Confidential Information, it will maintain the confidentiality of such Confidential Information in a manner that is at least as protective as Receiver maintains its own confidential information, and that in no event will be inconsistent with a standard of reasonable care; and (ii) that, upon Discloser's request, it will return or destroy any extant Confidential Information disclosed by Discloser.

Injunctive Relief. In the event of Receiver's breach of these Terms and Conditions, Discloser may suffer irreparable harm and have no adequate remedy at law. In such event, or when encountering risk of such event, Discloser shall be entitled, in addition to any and all other remedies, to seek injunctive relief, specific performance, and other equitable remedies without the need to prove monetary damages or the inadequacy of other remedies.

DISCLAIMED WARRANTIES.

EXCEPT AS SET FORTH HEREIN, AND SUBJECT TO APPLICABLE LAW, ZONES MAKES NO OTHER, AND EXPRESSLY DISCLAIMS ALL OTHER, CONDITIONS, COVENANTS, REPRESENTATIONS AND WARRANTIES OF EVERY KIND, WHETHER EXPRESS OR IMPLIED. PARTNER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION OR ADVICE GIVEN BY ZONES OR ZONES' AFFILIATES OR PERSONNEL SHALL NOT BE DEEMED TO CREATE OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES SET FORTH HEREIN AND THAT PARTNER SHALL NOT RELY ON ANY SUCH INFORMATION OR ADVICE.

LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY SET FORTH HEREIN, WILL ZONES, ITS AFFILIATES, OR ANY OF THEIR PERSONNEL EVER BE LIABLE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, MARKET, PROFITS, REVENUES, SAVINGS, OR GOODWILL) EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES WERE OTHERWISE FORESEEABLE AND REGARDLESS OF THE THEORY OF LIABILITY. THE MAXIMUM LIABILITY OF ZONES, ITS AFFILIATES AND ANY OF THEIR PERSONNEL HEREUNDER, ARISING FROM ANY THEORY OF LIABILITY, WILL BE THE LESSER OF: (I) THE TOTAL AMOUNT PAID TO ZONES FOR THE PARTNERSHIP; AND (II) FIVE THOUSAND DOLLARS ($5,000).

INDEMNIFICATION

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PARTNER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS ZONES, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, SUITS OR PROCEEDINGS, AS WELL AS ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO: (I) PARTNER'S PARTICIPATION IN THE PARTNER PROGRAM; (II) PARTNER'S BREACH OF THE AGREEMENT; (III) PARTNER'S BREACH OF ANY APPLICABLE LAW; AND/OR (IV) A CLAIM THAT THE MARKETING MATERIAL PROVIDED BY PARTNER TO ZONES INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, PATENT, OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY THIRD PARTY.

ARBITRATION.

Any dispute that arises from or under these Terms and Conditions and/or the applicable Transaction Document or that relates directly or indirectly to the relationship between the Parties and that cannot be resolved amicably within thirty (30) days shall be resolved by binding arbitration before a single arbitrator in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. Judgment on any award arising from such arbitration may be entered in any court of competent jurisdiction. Discovery may be performed according to the Federal Rules of Civil Procedure. The fees and expenses of the arbitration shall be borne equally by the Parties but may be awarded, together with reasonable attorneys' fees and expenses, to the prevailing Party (if any) in the informed discretion of the arbitrator. Notwithstanding anything to the contrary set forth herein, either Party may seek injunctive or other equitable relief at any time in federal or state court. The forum for any such arbitration and for any such court shall be located in King County, Washington. Partner agrees that it shall not join or lead any class of claimants pursuing any claim related to the subject matter of this Agreement or the Transaction Document.

NOTICE.

Any notice required or permitted under these Terms and Conditions shall be deemed valid and to have been duly given when: (i) delivered by hand with written confirmation of receipt; or (ii) delivered by a nationally recognized overnight delivery service with package tracking ("Notice"). The address for Notice to Partner shall be either Partner's corporate headquarters; the address for Notice to Zones shall be as set forth below:

Zones, LLC
1102 15th Street S.W., Suite 102
Auburn, WA 98001-6509
Attn: Legal Department

TERM AND TERMINATION.

Term. The "Term" (meaning the period of time during which, as applicable, the Transaction Document or this Agreement is in full force and effect) of each Transaction Document shall commence on the Agreement Effective Date. Both the Transaction Document and this Agreement shall expire upon the completion of the Parties' performance and payment obligations thereunder.

Termination for Cause. Zones may terminate the Transaction Document and this Agreement immediately upon Notice if Partner: (i) terminates or suspends its business; (ii) becomes insolvent; (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statute; (iv) becomes subject to direct control by a trustee, receiver or similar authority; (v) has a controlling interest in its voting stock acquired by a third party; or (vi) sells or transfers all or substantially all of its assets.

Termination for Convenience. Zones may terminate this Agreement or any Transaction Document for convenience upon thirty (30) days' prior Notice to Partner. The termination of these Terms and Conditions or any Transaction Document shall not affect Partner's payment obligations hereunder, and the terms and conditions of these Terms and Conditions and the Transactional Document shall continue to apply until Partner pays Zones for its payment obligations hereunder and in the Transaction Document.

MISCELLANEOUS.

Amendments. These Terms and Conditions may be amended only in a writing executed by authorized representatives of both Parties ("Amendment").

Assignment. Zones may assign the Transaction Document, these Terms and Conditions, or any portion of its rights and responsibilities hereunder, including its right to receive payments, without Partner's consent. Partner may not assign the Transaction Document, these Terms and Conditions or any of its rights or responsibilities without Zones' prior written consent. Any attempted assignment other than as expressly authorized hereunder shall be void and of no force or effect. This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their permitted successors, assigns, heirs and legal representatives.

Attorney Fees and Expenses. Except as otherwise provided herein, in any claim or dispute under these Terms and Conditions, the prevailing Party will be entitled to an award by the arbitrators or the court, as applicable, of reasonable attorneys' fees and related out of pocket costs and disbursements.

Counterparts. The Transaction Document may be executed in multiple counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same Transaction Document.

Electronic Records. Partner hereby consents to receiving electronic records, which may be provided via a Web browser or e-mail application connected to the Internet.

Entire Agreement. Subject to the control of any Separate Agreement, as set forth in the preamble of these Terms and Conditions, these Terms and Conditions, the Transaction Document and any amendments thereto together set forth the entire understanding of the Parties with respect to the subject matter hereof and thereof and supersede and replace in their entirety any and all other prior and contemporaneous agreements and understandings, whether oral, written or implied, if any, between the Parties with respect to the subject matter hereof.

Force Majeure. Zones shall not be held liable, and shall not be deemed to have breached its obligations under these Terms and Conditions or the Transaction Document by reason of any delay or failure in performance caused in whole or in part by any circumstances beyond its reasonable control, including, without limitation, the following: accidents, fires, floods, severe weather, or other acts of God or nature; sabotage, riot, insurrection, pandemic, epidemic, war or other acts or threatened acts of violence or terrorism; embargoes, quarantine restrictions, changing laws or regulations or other government actions or requirements; carrier, labor or supplier interruptions or stoppages, or other third party delays; equipment or network outages or failures ("Force Majeure Event"). In the event of Zones' delay or failure in performance due to a Force Majeure Event, Zones agrees to make commercially reasonable efforts to minimize the hindering effect of such Force Majeure Event and resume performance with commercially reasonable dispatch.

Governing Law. The Transaction Document, these Terms and Conditions, and any disputes, litigation, arbitration or enforcements directly or indirectly related thereto shall be construed and interpreted in accordance with, and the rights of the Parties shall be governed by, the substantive laws of the State of Washington, without giving effect to any conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to any Sale hereunder.

Forum. The Parties hereby agree that any suit, legal claim, or other court action arising out of the Transaction Document, or these Terms and Conditions shall be brought exclusively in either the Superior Court or Federal Court in King County, Washington, and both Parties consent and submit to the jurisdiction thereof and waive any rights to change venue.

Headings. The headings stated in these Terms and Conditions are for convenience of reference only, shall not be deemed to be a part of these Terms and Conditions, and shall not have any bearing on the construction or interpretation hereof.

Independent Contractors. Each Party is an independent contractor, not an employee or employer of the other Party, and not a joint venture or partner with the other Party.

Preparation of Agreement. There will be no presumption against either Party on the ground that such Party was responsible for preparing all or any part of the Transaction Document or these Terms and Conditions.

Severability. If any provision of the Transaction Document or these Terms and Conditions or the application thereof is found to be invalid, illegal, or unenforceable, such finding shall not have any effect on any other provision of the Transaction Document or these Terms and Conditions, it being the intent and agreement of the Parties hereto that in the event of such finding, the Transaction Document or these Terms and Conditions shall be deemed amended either by modification of such provision to the extent necessary to render such provision valid, legal, and enforceable, while preserving its intent, or, if such modification is not possible, by substitution of such provision with another provision that is valid, legal, and enforceable and that achieves the same objective.

Survival. In the event of the expiration or termination of the Transaction Document, those provisions whose nature, meaning or intent indicate an expectation of survival shall survive.

Third Party Beneficiaries. These Terms and Conditions and the Transaction Document are not intended to benefit any party except the Parties.

Waiver of Remedies. No delay or failure by either Party to exercise or enforce any right hereunder shall be considered a waiver of such right or of any other right under the Transaction Document or these Terms and Conditions. No claim may be asserted by either Party against the other Party with respect to any event, act, omission or otherwise that occurred more than one (1) year prior to the assertion of such claim.

COPYRIGHT © 2023 BY ZONES, LLC. THIS WEBSITE CONTAINS THE PROPRIETARY INFORMATION OF ZONES, LLC. IT IS PROTECTED BY STATE AND FEDERAL COPYRIGHT AND OTHER LAWS. ZONES, LLC, EXPRESSLY RESERVES ALL RIGHTS TO DISCLOSE REPRODUCE OR UTILIZE ITS CONTENT IN ANY MANNER, EXCEPT AS OTHERWISE AGREED IN WRITING BY ZONES, LLC. Posted 06/01/2023