Posted Date: June 11, 2026

Effective Date: June 11, 2026, for Companies with signed new or renewal Orders linking to this Agreement dated on or after June 11, 2026.

This Zapier White-label Agreement ("Agreement") governs Company's access to, embedding of, and distribution of the White-label Service for Companies who have expressly agreed to this Agreement by signing a Zapier Order linking to or referencing this Agreement.

1. Definitions

(a) “Acceptable Use Policy” means Zapier’s Acceptable Use Policy, which is incorporated into this Agreement.

(b) “Affiliate” means an entity controlled, controlling, or under common control with a party, where control means at least 50% ownership or power to direct an entity’s management.

(c) “Company” means the company or other legal entity that is accepting this Agreement.

(d) “Company Platform” means Company’s own product, application, or service through which End Users access the functionality of the White-label Service, whether directly or indirectly.

(e) “Developer Tool” means any application programming interface (API), SDK, webhook, model control protocol (MCP), or other programmatic interface provided by Zapier to enable integration of the White-label Service with the Company Platform, including other developer tools, embed tools, and libraries.

(f) “Documentation” means Zapier-provided user documentation relating to the White-label Service found in our help center and developer documentation portal, as may be updated by Zapier from time to time. Documentation does not include any content published on any other site, community, or page.

(g) “DPA” means Zapier’s White-label Data Processing Addendum for processing of Personal Information (as defined in the DPA).

(h) “Effective Date” means the date of the last signature on the Order that links to or references this Agreement.

(i) “End User” means any individual or entity that accesses or uses the White-label Service through the Company Platform, whether directly or indirectly.

(j) “End-User Content” means any information, content, or materials that End Users submit through Company Platform to the White-label Service or is generated and returned by the White-label Service to the Company Platform based on such submissions; provided that End-User Content excludes the White-label Service, Third-Party Services, Documentation, and Usage Information.

(k) “Feedback” means feedback, comments, ideas, proposals, and suggestions for improvements, along with associated context, whether regarding the White-label Service, or any other products, services, or business of Zapier.

(l) “Fees” means the fees applicable to use of the White-label Service as set forth in an Order.

(m) “High-Risk Activities” means activities where use or failure of the White-label Service could lead to death, personal injury, or environmental damage, including life support systems, emergency services, nuclear facilities, autonomous vehicles, air traffic control, or activities prohibited under applicable law.

(n) “Order” means a Zapier quote or order document that links to or references this Agreement.

(o) “Sensitive Personal Data” means (i) patient, medical, or other protected health information, including those regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA”); (ii) credit, debit, bank account, or other financial account numbers; (iii) social security numbers, driver’s license numbers, or other government ID numbers; and (iv) special categories of personal data enumerated in the European Union General Data Protection Regulation (“GDPR”).

(p) “Subscription Term” means the period specified on the Order during which Company has agreed to subscribe to the White-label Service, including all applicable renewal periods.

(q) “Taxes” means any sales, use, GST, value-added, withholding, or similar taxes or levies that apply to the White-label Service, whether domestic or foreign.

(r) “Third-Party Login” means an End User’s login credentials from a supported third-party site or product, which are integrated to allow End User to access the White-label Service.

(s) “Third-Party Services” means any third-party service, connection, site, platform, application, software, or integration that interoperates with the White-label Service.

(t) “Usage Information” means (i) configuration data including field mapping, field naming, actions, steps, and structures of products and functionalities of the White-label Service, (ii) instructions to configure or navigate the White-label Service, and (iii) analytics data, including metadata, relating to the provision, use, operations, security, and performance of the White-label Service, features and functionality of the White-label Service, Third-Party Services, and analytics derived therefrom.

(u) “White-label License” means the right granted to Company under this Agreement to embed, integrate, rebrand, and distribute the White-label Service as part of the Company Platform to End Users.

(v) “White-label Service” means the Zapier cloud-based AI orchestration technology services as integrated into or accessed by End Users through the Company Platform using Developer Tools, and associated Developer Tools, and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing.

(w) “Zapier” means Zapier, Inc., a Delaware corporation.

2. White-label License

(a) White-label License Grant. Subject to this Agreement, Zapier grants Company a non-exclusive, non-transferable (except as permitted under Section 14(d)), limited White-label License during the Subscription Term, solely to: (i) embed, integrate, and incorporate the White-label Service into the Company Platform; (ii) make the White-label Service available and sublicense the White-label Service to End Users through the Company Platform.

(b) Support. During the Subscription Term, Zapier will provide support for the applicable plan as described in the White-label Support Terms. Zapier shall have no obligation to provide direct support to End Users. Company shall serve as the sole point of contact for End User support and shall not direct End Users to contact Zapier. Zapier shall provide Company with reasonable enablement resources (e.g., knowledge base content, troubleshooting guides) to support Company’s End User support operations.

(c) Developer Tool and Integration Rights. Zapier shall provide Company with access to the Developer Tools necessary to integrate the White-label Service into the Company Platform. Company may use such Developer Tools solely to exercise its rights under the White-label License. Zapier will use commercially reasonable efforts to maintain backward compatibility of its Developer Tools and will provide Company at least sixty (60) days’ prior written notice of any breaking Developer Tool changes. In the event of a breaking change, Zapier shall provide reasonable migration support and maintain the prior Developer Tool version for at least ninety (90) days after notice.

3. End User Sublicense and Management

(a) Sublicense Rights. Subject to this Agreement and the applicable Order, Zapier grants Company a non-exclusive, non-transferable right to sublicense access to the White-label Service to Company’s End Users through the Company Platform. End Users are not required to create individual Zapier user accounts or contract directly with Zapier.

(b) Company Obligations Regarding End Users and Security. Company shall: (i) be responsible for all acts and omissions of End Users as if they were Company’s own acts and omissions; (ii) ensure that End Users’ use of the White-label Service complies with this Agreement, the Acceptable Use Policy, and all applicable laws, regulations, and third-party terms; (iii) maintain appropriate terms with End Users governing their use of the White-label Service; (iv) implement reasonable access controls and authentication mechanisms for End Users on the Company Platform, including secure identity management; (v) promptly disable access for any End User that Company knows or suspects is violating this Agreement; and (vi) respond to and resolve End User support requests. Company further agrees: (x) to immediately notify Zapier of any suspected or actual unauthorized use of the White-label Service; and (y) that Zapier will not be liable for any cost, loss, damages, or expenses arising out of a failure by Company to maintain the security of Company's access to the White-label Service, Third-Party Logins, or other access credentials.

(c) End User Onboarding and Provisioning. Company shall be solely responsible for onboarding, provisioning, and deprovisioning End Users within the White-label Service. Zapier shall provide Company with tooling to automate workspace creation, solution deployment, connection management, and End User lifecycle management. Company may use Zapier’s tooling to programmatically provision and manage End User environments.

4. Fees and Taxes

(a) Fees. Company will pay the Fees in accordance with the payment terms specified in the Order.

(b) Future Functionality. Company agrees that its purchase of the White-label Service is not contingent on the delivery of any future functionality or features, nor is it dependent on any oral or written comments made by Zapier regarding future functionality or features.

(c) Taxes. Company is responsible for any Taxes other than Zapier’s income tax. Fees and expenses are exclusive of Taxes, levies, or duties. If Zapier has the legal obligation to pay or collect Taxes for which Company is responsible under this section, Zapier will invoice Company, and Company will pay that amount unless Company provides Zapier with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Term and Termination

(a) Subscription Term and Auto-Renewal. Unless otherwise stated in the applicable Order, Company’s subscription to the White-label Service will automatically renew for successive periods equal to the initial Subscription Term. Either party may elect not to auto-renew by providing at least ninety (90) days’ prior written notice to the other party before the end of the then-current Subscription Term. Notices to Zapier from Company under this Section shall be provided to whitelabel@zapier.com. All renewals are subject to the applicable White-label License continuing to be offered by Zapier and will be subject to the then-current Fees.

(b) Termination for Cause. Either party may terminate this Agreement (and all applicable Order(s) governed by this Agreement) if the other party: (i) materially breaches this Agreement and such breach is not cured within thirty (30) days after the non-breaching party provides notice of the breach; (ii) ceases operation without a successor; or (iii) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within sixty (60) days.

(c) Effect of Termination. Upon termination of this Agreement, access to White-label Service shall cease, and Zapier shall promptly delete Company’s White-label Service account. Once Zapier or Company deletes Company’s White-label Service account, neither Company’s White-label Service account nor any End-User Content can be restored or recovered in any way. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement. If this Agreement is terminated by Company under Section 5(b)(i), Zapier shall, within thirty (30) days of such termination, refund to Company any prepaid, unused Fees for the terminated portion of the Subscription Term. If this Agreement is terminated by Zapier under Section 5(b)(i), Company shall, within thirty (30) days of such termination, pay to Zapier any unpaid Fees for the terminated portion of the Subscription Term. All sections of this Agreement which by their nature should survive termination will survive, including, without limitation, accrued rights to payment, use restrictions, indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

(d) Suspension. Zapier may suspend Company’s access to the White-label Service due to a Suspension Event, but where practicable will give Company prior notice. Zapier is not required to give prior notice in exigent circumstances or to avoid material harm or violation of law. Once the Suspension Event is resolved, Zapier will restore Company’s access to the White-label Service. “Suspension Event” means (i) Company’s account is thirty (30) days or more overdue, (ii) Company or an End User is in breach of Section 6 (Usage Rules) or Section 7(d) (Company Responsibilities), or (iii) Company’s or its End Users’ use of the White-label Service risks material harm to the White-label Service or other customers of Zapier.

(e) Data Export and Deletion. During the Subscription Term, Company may export End-User Content from the White-label Service via Developer Tools or written request to Zapier. End-User Content is retained in the White-label Service and then deleted according to Zapier’s Data Retention/Deletion/Export Schedule. Notwithstanding the foregoing, End-User Content may be retained as required by law and subject to the DPA.

6. Usage Rules

(a) Monitoring. Zapier reserves the right to monitor the White-label Service, investigate, and take appropriate action against any party that uses the White-label Service in violation of applicable law or this Agreement, including but not limited to suspending Company’s account.

(b) Restrictions. Company will not and will not permit anyone else, including End Users, to: (i) except as expressly permitted under Section 3, sell, distribute, transfer, or rent the White-label Service (in whole or part), grant access to the White-label Service outside the Company Platform, or use the White-label Service to provide a hosted or managed service to others outside the scope of the White-label License; (ii) reverse engineer, decompile, or seek to access the source code of the White-label Service, except to the extent these restrictions are prohibited by law and then only upon advance notice to Zapier; (iii) copy, modify, create derivative works of, or remove proprietary notices from the White-label Service; (iv) conduct security or vulnerability tests of the White-label Service, interfere with its operation, or circumvent its access restrictions; (v) use the White-label Service to develop a product or service competitive to Zapier; (vi) use the AI components of the White-label Service to develop foundation or large-scale models; (vii) sublicense, resell, or distribute the White-label Service to any third party other than End Users through the Company Platform as expressly permitted herein; or (viii) otherwise use the White-label Service outside the scope of the rights expressly granted herein. Company is and shall remain responsible for such End User compliance with these requirements.

(c) Prohibited Use. Company (i) will not use or permit any End User use of the White-label Service for High-Risk Activities; (ii) will not submit Sensitive Personal Data to the White-label Service; and (iii) acknowledges that the White-label Service is not designed for and Zapier has no liability for use prohibited in this Section. Company is and shall remain responsible for such End User compliance with these requirements.

(d) Communications Compliance. Company acknowledges that, if the White-label Service is used to send telephonic or electronic communications, (i) Company is exclusively responsible for and controls the timing, content, and distribution of any such communications; and (ii) all such communications comply with all applicable laws and regulations, including the Telephone Consumer Protection Act.

7. Data and Security

(a) Security. Zapier has implemented and maintains physical, technical, and administrative security measures designed to protect the White-label Service and End-User Content from unauthorized access, destruction, use, modification, or disclosure, as further described in Schedule 2 of the DPA. Company is responsible for properly configuring and using the White-label Service in a manner that provides for the security of its access to the White-label Service and End-User Content.

(b) Data Processing Addendum. To the extent that Zapier processes any Personal Information (as defined in the DPA) contained in End-User Content subject to Applicable Data Protection Laws (as defined in the DPA), the DPA shall apply to such processing. To the extent that Zapier processes any personal data subject to the GDPR, Company is the data exporter and Zapier is the data importer. With respect to End-User Content processed through the White-label Service, as between Zapier and Company, Company is the processor on behalf of End Users, and Zapier shall process End-User Content as a sub-processor to Company in accordance with this Agreement and the DPA.

(c) Ownership of End-User Content. As between Zapier and Company, Company retains ownership of End-User Content. By transmitting, storing, or processing End-User Content through the White-label Service, Company grants Zapier a worldwide, non-exclusive, limited-term license to access, use, process, copy, store, distribute, perform, transmit, export, and display End-User Content as reasonably necessary: (i) to provide, maintain, operate, improve, and update the White-label Service and to provide support for the White-label Service; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law. Zapier will not use any End-User Content to model train any Zapier AI products.

(d) Company Responsibilities. As Zapier does not have a contract with End Users governing their use of the White-label Service, as between Zapier and Company, Company shall be solely responsible for the accuracy, quality, content, and legality of End-User Content, and any actions triggered by End-User Content. Company represents and warrants that: (i) Company is solely responsible for providing and has obtained all necessary notices, rights, releases, consents and other permissions to transmit End-User Content through the White-label Service and for any actions triggered by End-User Content on the White-label Service, and to otherwise use, process, and/or store End-User Content on the White-label Service used or stored; (ii) Company shall enter into appropriate data processing agreements with its End Users to the extent required by applicable data protection laws; and (iii) End-User Content, and its transmission, processing, storage, and use as Company authorizes in this Agreement will not violate any laws or regulations, this Agreement, or the terms of any applicable Third-Party Service.

8. Proprietary Rights and Improving the White-label Service

(a) Reserved Rights. Each party retains all rights not expressly granted under this Agreement. Except for Zapier’s express rights in this Agreement, Company, as between the parties, retains all intellectual property in End-User Content provided to Zapier. The White-label Service is made available on a limited-access basis, and no ownership rights are conveyed to Company. Notwithstanding anything to the contrary, Zapier and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the White-label Service, including all modifications, updates, upgrades, extensions, components, Usage Information, and all derivative works to the White-label Service and to the Documentation.

(b) Company Intellectual Property. As between the parties, Company retains all right, title, and interest in and to the Company Platform, Company’s trademarks and branding, and any modifications or customizations made by Company to the Company Platform (in each case, excluding the White-label Service and all underlying White-label Service technology).

(c) Feedback and Improvements. If Company provides Feedback, Zapier may use it without restriction or compensation. Notwithstanding anything to the contrary set forth herein or otherwise, Zapier may collect, analyze, and use Usage Information to operate, enhance, improve, and develop Zapier products or services, and otherwise in connection with its business.

9. Third-Party Services

(a) Responsibility. Company (or an End User) may enable integrations or exchange End-User Content with Third-Party Services. Company’s use of a Third-Party Service is governed by its agreement with such Third-Party Service. Company is solely responsible for Third-Party Services having access to End User data, including End-User Content, and connections contained therein, and for any actions that a Third-Party Service may take on behalf of End-User Content. Company acknowledges and agrees that its Usage Information regarding its use of a Third-Party Service with the White-label Service may be shared with that Third-Party Service. Zapier may also share End-User Content with a specific Third-Party Service that an End User linked to the White-label Service in order to prevent or address service, security, support, or technical issues related to that Third-Party Service. Zapier does not endorse any Third-Party Services (or any products or other services associated therewith) and is not responsible for Third-Party Services.

(b) Availability. Zapier shall use commercially reasonable efforts to maintain the availability of third-party connectors used by Company's End Users; however, Zapier cannot guarantee the availability or functionality of any third-party connector, as such connectors depend on the continued availability and compatibility of the third-party connector with the White-label Service. Zapier shall notify Company promptly of any material changes to connector availability.

10. Warranties

(a) Mutual Warranties. Each party represents and warrants that: (i) it has the legal power and authority to enter into this Agreement; and (ii) it will use industry-standard measures to avoid introducing viruses, malicious code, or similar harmful materials into the White-label Service.

(b) Performance Warranty. Zapier warrants that: (i) the White-label Service will perform materially as described in the Documentation; (ii) Zapier will not materially decrease the overall functionality of the White-label Service during a Subscription Term; (iii) the Developer Tools provided to Company will function materially in accordance with the applicable developer documentation; and (iv) Zapier will use commercially reasonable efforts to maintain the White-label Service such that it is compatible with the Company Platform (the “Performance Warranty”). Zapier will use reasonable efforts to correct a verified breach of the Performance Warranty reported by Company. If Zapier fails to do so within thirty (30) days after Company’s warranty report, then either party may terminate the Order as relates to the non-conforming Service, in which case Zapier will refund to Company any prepaid, unused Fees for the terminated portion of the Subscription Term for the Performance Warranty. To receive these remedies, Company must report a breach of warranty in reasonable detail within thirty (30) days after discovering the issue in the White-label Service. These procedures are Company’s exclusive remedies and Zapier’s sole liability for breach of the Performance Warranty.

(c) Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE WHITE-LABEL SERVICE IS PROVIDED STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZAPIER’S WARRANTIES IN THIS AGREEMENT DO NOT APPLY TO ISSUES ARISING FROM THIRD-PARTY SERVICES OR MISUSE OR UNAUTHORIZED MODIFICATIONS OF THE WHITE-LABEL SERVICE. THESE DISCLAIMERS APPLY TO THE FULL EXTENT PERMITTED BY LAW.

11. Indemnification

(a) Indemnification by Zapier. Zapier will defend Company from and against any third-party claim alleging that the White-label Service, when used by Company as authorized in this Agreement, infringes or misappropriates a third party’s United States patent, copyright, trade secret, or trademark right (“Zapier-Covered Claim”), and will indemnify and hold harmless Company from resulting damages or costs (including reasonable attorneys’ fees).

(b) Indemnification by Company. Company will defend Zapier from and against any third-party claim arising from: (i) Company’s use of the White-label Service in an unlawful manner or in violation of this Agreement; (ii) End User’s use of the White-label Service; (iii) Company’s branding, marketing, or representations to End Users regarding the White-label Service; or (iv) Company’s failure to maintain adequate terms of service or privacy policies with End Users (“Company-Covered Claim”), and will indemnify and hold harmless Zapier from resulting damages or costs.

(c) Procedures. The indemnifying party’s obligations are subject to receiving: (i) prompt notice of the claim (but delayed notice will only reduce the indemnifying party’s obligations to the extent it is prejudiced by the delay); (ii) the exclusive right to control the claim’s investigation, defense, and settlement; and (iii) reasonable cooperation at the indemnifying party’s expense. The indemnifying party may not settle a claim without the indemnified party’s prior approval if settlement would require the indemnified party to admit fault or take or refrain from taking any action (except regarding use of the White-label Service when Zapier is the indemnifying party). The indemnified party may participate in a claim with its own counsel at its own expense.

(d) Mitigation. In response to an infringement or misappropriation claim, if required by settlement or injunction or as Zapier determines necessary to avoid material liability, Zapier may: (i) procure rights for Company’s continued use; (ii) replace or modify the subject materials to avoid infringement without reducing the White-label Service’s overall functionality; or (iii) terminate the affected Order and refund prepaid, unused Fees for the terminated portion of the Subscription Term.

(e) Exceptions and Exclusive Remedy. Zapier’s indemnification obligations do not apply to claims resulting from (i) modification or unauthorized use of the White-label Service, (ii) use in combination with items not provided by Zapier, including Third-Party Services, (iii) End-User Content, or (iv) Company’s failure to comply with applicable laws or regulations. This Section sets out each party’s exclusive remedy regarding third-party intellectual property claims.

12. Limitation of Liability

(a) Liability Cap. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY NOR ITS LICENSORS SHALL BE LIABLE FOR AMOUNTS IN THE AGGREGATE THAT EXCEED THE ACTUAL FEES PAID BY COMPANY TO ZAPIER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. “EXCLUDED CLAIMS” MEANS: (A) AMOUNTS OWED UNDER FEES; (B) COMPANY’S BREACH OF SECTION 6(B) (RESTRICTIONS); (C) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS; AND (D) CLAIMS THAT MAY NOT BE CAPPED OR LIMITED UNDER APPLICABLE LAW.

(b) Consequential Damages Waiver. NEITHER PARTY NOR ITS LICENSORS SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR STATUTORY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, PROFITS, REVENUE, DATA, OR GOODWILL, OR COST OF COVER OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES), EVEN IF ADVISED OF THE POSSIBILITY. THIS DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

(c) Form of Action. The waivers and limitations in this Section apply regardless of the form of action and will survive even if any limited remedy is found to have failed of its essential purpose.

13. Confidential Information

(a) Definition. Each party (“Disclosing Party”) may disclose Confidential Information to the other party (“Receiving Party”) in connection with the White-label Service. “Confidential Information” is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including non-public business, product, product roadmap, technology, pricing, and marketing information. If something is labeled “Confidential”, that is a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that: (i) is or becomes publicly available without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party. The terms and pricing of this Agreement constitute the Confidential Information of both parties.

(b) Protection and Use. The Receiving Party will (i) take at least reasonable measures to prevent unauthorized disclosure or use of Confidential Information; (ii) limit access to employees, affiliates, and contractors who need to know such information in connection with the White-label Service, provided, they are bound to confidentiality obligations at least as restrictive as those in this Agreement; and (iii) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of the White-label Service and this Agreement. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, such advisors are bound to confidentiality obligations at least as restrictive as those in this Agreement.

(c) Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

14. General Provisions

(a) Zapier Extended Team. Zapier will be responsible for the performance of its workforce and its Affiliates’ workforce and their compliance with Zapier’s obligations under this Agreement. For the avoidance of doubt, Zapier’s extended team does not include any Third-Party Services or their personnel.

(b) Government Rights. To the extent applicable, the White-label Service is “commercial computer software” or a “commercial item” for purposes of FAR 12.212 and DFARS 227.7202. Use, reproduction, release, modification, disclosure, or transfer of the White-label Service is governed solely by the terms of this Agreement, and all other use is prohibited.

(c) Force Majeure. Neither party will be liable for failure or delay in performance due to events beyond its reasonable control, including denial-of-service attacks, third-party hosting or utility provider failures, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

(d) Assignment. Neither party may assign or delegate any of its rights or obligations under this Agreement, whether by operation of law or otherwise, without the other party’s prior written consent, such consent not to be unreasonably withheld. Either party may assign this Agreement in its entirety, without consent, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets; provided that the assignee agrees to be bound by the terms hereof.

(e) Insurance. During the Subscription Term and for six (6) months after, Zapier will carry commercial insurance policies. Upon request, Zapier will provide Company with a certificate of insurance evidencing its insurance policies.

(f) Operational Changes. Zapier may modify the White-label Service or Documentation to reflect new features or changing practices, but modifications must not materially decrease overall functionality. Zapier shall provide Company with at least thirty (30) days’ prior notice of material changes to the White-label Service.

(g) Modifications to this Agreement. As the White-label Service evolves, Zapier may change this Agreement. If Zapier makes a material change, Zapier will provide Company with reasonable notice before the change takes effect by emailing the address on record with Zapier. The revised Agreement becomes effective on the date set in the notice, unless Company emails legal@zapier.com that Company does not agree, in which case the version in effect immediately before the revision remains in effect until the renewal date of the then-current Subscription Term. Continued use of the White-label Service after that renewal date constitutes acceptance of the revised Agreement. Company may review the current version at any time on this page.

(h) Export Controls. Company represents, warrants, and covenants that: (i) components of the White-label Service may be subject to export restrictions; (ii) Company will not use the White-label Service in violation of applicable U.S. export laws; and (iii) Company is not located in, under the control of, or a national or resident of any sanctioned country.

(i) Bulk Data Transfers. Each party confirms compliance and shall comply with Executive Order and DOJ Rule (28 CFR Part 202) requirements regarding bulk U.S. sensitive personal data transfers. Each party shall report any known or suspected violations to the other party.

(j) Publicity. Zapier may (i) identify Company and use Company’s logo and trademarks on Zapier’s website and in marketing materials; and (ii) publish a case study about Company’s use of Zapier subject to Company’s review and approval of the content. Company hereby grants Zapier a non-exclusive, royalty-free license to do so in connection with any marketing, promotion, or advertising of Zapier during the Subscription Term.

(k) Notices. Except as set out in this Agreement, notices must be in writing via email and will be deemed given upon delivery. For notices to Zapier: legal@zapier.com. For notices to Company: Company’s email address on record with Zapier. Zapier may also send operational notices through the White-label Service.

(l) No Third-Party Beneficiaries. This Agreement does not create any right in favor of any third party, including End Users. Zapier shall have no liability to any End User. Company shall be solely responsible for any claims by End Users.

(m) Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to its conflict of laws principles. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Wilmington, Delaware, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

(n) Severability; Waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining portions remain in full force and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable. No waiver of rights by either party may be implied from any actions or failures to enforce rights under this Agreement.

(o) Entire Agreement. This Agreement, together with all Orders, the DPA, the White-label Support Terms, and the policies or terms expressly referenced and incorporated into this Agreement constitute the entire agreement and understanding between the parties concerning the subject matter hereof. Any different or additional terms that may be contained in (i) the form of purchase order, (ii) vendor registration form or registration portal, or (iii) other document used by Company to place orders or otherwise effect transactions hereunder (excluding, as applicable, a Zapier Order), which such terms are hereby rejected and shall not be considered an amendment to this Agreement. This Agreement supersedes all prior or contemporaneous discussions, proposals, and agreements between Company and Zapier relating to the subject matter hereof. In the event of any conflict between an Order and this Agreement, the Order shall govern pricing, payment, and product-specific terms, and the Agreement shall govern all other terms.