Terms of Service

1. Services

1.1. Grant of License to Access and Use Service

Subject to this Agreement, Zenith Repo, LLC hereby grants to Customer a non-exclusive, non-transferable, non-sublicensable, non-assignable, limited license to access and use the mortgage marketing, rate comparison, and loan quote software platform as described in more detail at https://www.quotebooster.app (the "Software Services"), for use solely in connection with Customer's internal business operations in accordance with this Agreement.

1.2. Support Services; Service Levels

Subject to this Agreement and as described at https://www.quotebooster.app/service-levels, Zenith Repo, LLC will provide assistance to Customer for problems that are the result of an error or defect in the Software Services ("Support Services"). Subject to this Agreement and as described at https://www.quotebooster.app/service-levels, Zenith Repo, LLC will meet the service levels as described therein.

1.3. Implementation Services

Subject to this Agreement, Zenith Repo, LLC may provide onboarding assistance and guidance to allow the Customer to successfully use the Software ("Implementation Services," and together with the Software Services and the Support Services, the "Services").

1.4. Free User Access

Zenith Repo, LLC may, at its sole discretion, offer limited access to the Software Services to homeowners and prospective clients of Authorized Users at no charge ("Free Users"). Free Users' access is subject to this Agreement and the Privacy Policy. Free Users are not entitled to Support Services or Implementation Services unless separately agreed in writing.

Zenith Repo, LLC will provide Free Users with at least thirty (30) days' prior written notice — delivered by email to the address associated with the Free User's account — before modifying, limiting, or discontinuing Free User access in any material respect. Notwithstanding the foregoing, Zenith Repo, LLC may immediately suspend or terminate Free User access without notice in cases of: (a) abuse, harassment, or unlawful conduct by the Free User; (b) a credible security threat to the platform or other users attributable to the Free User's account; (c) violation of applicable law; or (d) a court or regulatory order requiring suspension or termination.

Free User access for homeowners includes rate tracking for up to five (5) loans at no charge. The homeowner account may offer paid upgrades for additional loans or enhanced features. Zenith Repo, LLC reserves the right to modify these limits with thirty (30) days' prior written notice as set forth above.

1.5. Free Trial

Zenith Repo, LLC offers new Customers a thirty (30)-day free trial of the Software Services ("Trial Period"). No payment information is required to begin the Trial Period. At the end of the Trial Period, if Customer has not provided valid payment information and activated a paid subscription plan: (a) Customer's account will be converted to view-only status — all background monitoring, alert jobs, and in-app actions will be suspended; and (b) Zenith Repo, LLC will retain Customer's Data for thirty (30) days ("Post-Trial Retention Period"), during which Customer may activate a paid subscription to restore full access or export Data pursuant to Section 6.4. Following the Post-Trial Retention Period, Customer's Data will be deleted in accordance with this Agreement and the Privacy Policy. The Trial Period is available once per Customer account; returning Customers who have previously completed a Trial Period are not eligible for an additional free trial.

2. Payment

2.1. Fees

Customer shall pay Zenith Repo, LLC the subscription fees for the plan selected at the time of account creation or as updated in writing. Subscriptions are billed monthly in advance and automatically renew at the start of each billing period. No refunds or credits are issued for partial billing periods or unused portions of the Services. Cancellation takes effect at the end of the then-current billing period. If full payment is not made in compliance with this section, Customer may be assessed a late charge at a rate equal to 2% per month or the maximum allowed by Law, whichever is less. If Customer becomes thirty (30) or more days past due and fails to pay all past due fees within ten (10) days of Zenith Repo, LLC's written notice of such delinquency, Zenith Repo, LLC, in its sole discretion may suspend access or delivery of Services provided under this Agreement until all past due charges and any related interest are paid, or terminate the Agreement. During any period in which Zenith Repo, LLC suspends access to or delivery of the Services pursuant to this Section, the accrual and billing of subscription fees shall be tolled for the duration of the suspension. Fees shall resume accruing on the date Customer's access is restored. For the avoidance of doubt, tolling of fees during a suspension does not waive any past-due amounts owed by Customer. Customer shall pay Zenith Repo, LLC all costs of collection of past due amounts owed to Zenith Repo, LLC hereunder, including without limitation, attorney fees, collection agency fees and court costs.

2.2. Taxes

Subscription fees are exclusive of applicable sales, use, excise, and other taxes. Applicable taxes are calculated and collected by our payment processor (Stripe) at the time of billing based on Customer's billing address and applicable law. If Customer is exempt from such taxes, Customer must provide a valid tax exemption certificate to Zenith Repo, LLC prior to the applicable billing date; exemptions will be applied to future charges only.

2.3. Plan Features and Limits

The number of loan trackers per Authorized User, total Authorized Users, and other feature entitlements available to Customer are determined by Customer's active subscription plan, as described at https://www.quotebooster.app/pricing. Zenith Repo, LLC reserves the right to modify plan features or pricing with thirty (30) days' written notice to Customer. Continued use of the Services after the effective date of any such change constitutes Customer's acceptance of the updated terms.

3. Proprietary Rights; Publicity

3.1. Ownership

Zenith Repo, LLC, its affiliates or third party licensors own and hold all right, title and interest in and to the Software Services and any Intellectual Property contained therein, including without limitation all underlying data compilations and information, all materials related to the Software Services. Nothing contained herein shall transfer any ownership rights to Customer in the Software Services.

3.2. Data

Customer Data Ownership. Customer is the exclusive owner of all right, title, and interest in and to Data. Nothing in this Agreement transfers any ownership of Data to Zenith Repo, LLC.

Operational License. Customer grants Zenith Repo, LLC a non-exclusive, limited license to access, use, copy, and process Data solely as necessary to perform the Services during the Term of this Agreement. This operational license terminates automatically upon expiration or termination of this Agreement.

Aggregate Analytics License. Customer grants Zenith Repo, LLC a non-exclusive, limited license to use Data in fully de-identified, aggregated form for the following purposes only: (i) internal product development, improvement, and quality assurance; and (ii) internal operational benchmarking and platform analytics. Zenith Repo, LLC may exercise this license only for a period of twenty-four (24) months following expiration or termination of this Agreement, after which all such use shall cease and all derived artifacts shall be deleted or rendered non-attributable.

For purposes of this Section, Data is "de-identified" only if: (a) all direct and indirect identifiers linking the data to Customer or any individual have been removed or anonymized; (b) the data is aggregated with data from no fewer than five (5) unrelated customers such that no single customer's patterns can be singled out or attributed; and (c) Zenith Repo, LLC has applied reasonable technical safeguards against re-identification consistent with NIST SP 800-188 or a substantially equivalent standard.

Prohibited Uses. Notwithstanding the foregoing, Zenith Repo, LLC shall not, under the Aggregate Analytics License or otherwise: (i) sell, license, or otherwise transfer de-identified or aggregated Data to any third party for commercial purposes; (ii) publish or externally distribute reports, datasets, or analyses derived from Customer Data in a manner that could reasonably allow attribution to Customer; (iii) use Customer Data to train, fine-tune, or improve any third-party machine learning or artificial intelligence model; or (iv) use Customer Data for any purpose beyond those expressly permitted in this Section.

Customer Representations. Customer represents and warrants that it has all rights necessary to provide Data to Zenith Repo, LLC and that Zenith Repo, LLC may use such Data to perform the Services as permitted under this Agreement. Customer shall use the Services in compliance with all applicable Laws, including those governing the collection and sharing of personal information with respect to any Data Customer provides.

3.3. Feedback

Zenith Repo, LLC shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer and its Authorized Users relating to the Services.

3.4. Trademarks

"Quote Booster", the Quote Booster logo and all Quote Booster product names are trademarks or service marks of Zenith Repo, LLC or its affiliates (collectively, the "Marks"). No right or license to use the Marks is granted under this Agreement, except that Customer shall have the limited right to use the Marks solely as they appear in the Services. Customer shall not use the Marks in any advertising or promotional material unless approved in advance and in writing by Zenith Repo, LLC. Customer shall not remove, alter or obscure any Marks or proprietary notices contained in the Services or other materials provided by Zenith Repo, LLC.

3.5. Publicity

Zenith Repo, LLC may include Customer's company name and logo in its customer lists and marketing materials. Where Customer is an individual (e.g., a sole proprietor or individual loan officer), Zenith Repo, LLC will not use that individual's name in press releases or promotional materials without that individual's prior written consent. Customer may request Zenith Repo, LLC to withdraw use of Customer's name or marks at any time, and Zenith Repo, LLC will comply within a reasonable time. Any press release announcing the relationship between the Parties is subject to Customer's prior review and written approval.

4. Customer Obligations

4.1. Customer Responsibilities

Customer shall be responsible for obtaining and maintaining all computer hardware, software, and communications equipment needed to internally access the Service, and paying all third-party access charges incurred while using the Service. Customer shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively "Viruses"). Customer, and its Authorized Users, shall abide by all local and international Laws and regulations applicable to its use of the Services, use the Services only for legal purposes, and comply with all regulations, policies and procedures of networks connected to the Services. Customer shall promptly provide Zenith Repo, LLC with all reasonable requests it makes for information and assistance in performing its obligations to Customer (for example, providing assistance with data mapping) and shall meet all reasonable timelines and deadlines set by Zenith Repo, LLC.

4.2. Restricted Uses

Customer shall not use the Software Services for purposes other than as set forth in the Agreement. Customer will not, and will ensure that its Authorized Users will not: (a) upload or distribute any files that contain viruses, corrupted files, or any other similar software or programs that may impair the operation of the Service; (b) modify, disassemble, decompile or reverse engineer the Service; (c) probe, scan, test the vulnerability of, or circumvent any security mechanisms used by the sites, servers or networks connected to the Service; (d) take any action that imposes an unreasonably or disproportionately large load on the sites, servers or networks connected to the Service; (e) copy or reproduce the Service, except as permitted under this Agreement; (f) access or use any other clients' or their users' data through the Service; (g) maliciously reduce or impair the accessibility of the Service; (h) use the Service to post, promote, or transmit any unlawful, harassing, libelous, abusive, harmful, hateful, or otherwise objectionable material; or (i) transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability.

4.3. Access Codes

Each Authorized User of Customer will be given a unique Access Code to be used to access the Services. Customer is responsible for maintaining (including the confidentiality of) the Access Codes and will be solely liable for all activities that occur under such Access Codes or arising from Customer's instruction in connection with the disclosure of the Access Codes. Customer shall immediately notify Zenith Repo, LLC of any unauthorized use of any such Access Codes. CUSTOMER AGREES THAT ACCESS CODES MAY NOT BE SHARED AND MAY ONLY BE USED BY ONE AUTHORIZED USER. Customer will ensure that its Authorized Users comply with these terms and conditions.

4.4. Communications Consent

By providing a phone number at registration or in their account settings, Customer and its Authorized Users consent to receive transactional service-related communications via SMS text message from Zenith Repo, LLC, including: rate drop and loan product alerts, billing and payment notices, security alerts, and data report updates. Zenith Repo, LLC will not send marketing or promotional SMS messages without separate affirmative consent obtained at the time of such campaign. Message and data rates may apply. Users may opt out of SMS messages at any time by replying STOP to any text message or by updating notification preferences within the Services; however, opting out may impair delivery of time-sensitive service alerts.

By providing an email address, Customer and its Authorized Users consent to receive transactional email communications including account confirmations, billing notices, security alerts, and service updates. Users may opt out of non-essential email communications by clicking "Unsubscribe" in any email. Opting out of service-critical communications (such as security alerts and billing notices) is not available while the account is active. Customer is responsible for obtaining any necessary consents from its own clients before enrolling those clients in SMS or email communications through the Services.

5. Confidentiality

5.1. Definition of Confidential Information

In the course of this Agreement, each Party may receive nonpublic information from the other Party that is confidential and proprietary in nature ("Confidential Information"). The Party disclosing such Confidential Information is the "Discloser," and the Party receiving such Confidential Information is the "Recipient." Such Confidential Information includes, but is not limited to: (a) any document Discloser marks "Confidential"; (b) any information Discloser orally designates as "Confidential" at the time of disclosure, provided Discloser confirms such designation in writing within three (3) business days; and (c) any other nonpublic, sensitive information Recipient should reasonably consider a trade secret or otherwise confidential given the nature of the information and the circumstances surrounding its disclosure.

5.2. Nondisclosure Obligations

At all times during and after the Term of this Agreement, Recipient shall not use Confidential Information for any purpose other than to fulfill its obligations or exercise its rights under this Agreement. Recipient: (a) shall not disclose Confidential Information to any employee or contractor of Recipient unless such person needs to know such information and is bound by obligations of confidentiality no less restrictive than those of this Agreement; and (b) shall not disclose Confidential Information to any other third party without Discloser's prior written consent. Without limiting the generality of the foregoing, Recipient shall protect Confidential Information with the same degree of care it uses to protect its own confidential information of similar nature and importance, but in any event with no less than reasonable care. Recipient shall promptly notify Discloser of any misuse or misappropriation of Discloser's Confidential Information that comes to Recipient's attention.

5.3. Exclusions

Notwithstanding the foregoing, the restrictions on use and disclosure of Confidential Information set forth in this Section 5 shall not apply to information that: (a) is rightfully in Recipient's possession prior to the time of disclosure; (b) is independently developed by Recipient without use of or reference to Discloser's Confidential Information; (c) becomes known publicly, before or after disclosure, through no fault of Recipient; (d) is subsequently disclosed to the Recipient by a third party without any obligations of confidentiality; or (e) is approved for release in writing by Discloser.

5.4. Disclosures Required By Law

Recipient may disclose Confidential Information as required by applicable Law or by proper legal or governmental authority, provided that: (a) the Recipient shall use all reasonable efforts to provide the Discloser with at least ten (10) days' prior notice of such disclosure; (b) the Recipient shall disclose only that portion of the Confidential Information that is legally required to be furnished; and (c) the Recipient shall use reasonable efforts to ensure that the Confidential Information which must be disclosed receives confidential treatment.

6. Information Security; Compliance

6.1. Information Security

Each Party represents that it has implemented and maintains an industry-standard information security program. Such program shall include appropriate administrative, technical and physical safeguards reasonably designed to: (a) ensure the security and confidentiality of Confidential Information; (b) protect against any anticipated threats or hazards to the security or integrity of Confidential Information; (c) protect against unauthorized access to or use of Confidential Information; and (d) ensures disposal of Confidential Information in a secure manner.

6.2. Security Breach

If a Party experiences a security breach that compromises the Confidential Information of the other Party (a "Security Breach"), such Party will promptly notify the other Party and will cooperate to investigate and remediate the Security Breach. Each Party shall comply with all applicable laws and regulations governing security breach notification, including any obligation to notify affected individuals or regulatory authorities, without requiring the other Party's prior approval for any legally mandated disclosures. To the extent practicable and consistent with applicable law and required notification timelines, a Party will coordinate with the other Party on the content of any notifications and will reasonably consider the other Party's input to minimize adverse impacts. Nothing in this Agreement limits either Party's obligation to comply with applicable breach notification law.

6.3. Subcontractors

Zenith Repo, LLC may utilize subcontractors in the performance of Services under the Agreement. Zenith Repo, LLC shall be responsible for performing due diligence of its subcontractors and managing their performance, including, securing contractual obligations relating to confidentiality. The use of any subcontractor shall not release Zenith Repo, LLC from any of its obligations under the Agreement and Zenith Repo, LLC shall remain liable for all acts and omissions of any such subcontractor.

6.4. Retention of Content

Customer acknowledges that the Services are not intended to serve as Customer's primary record retention system. Customer agrees to maintain copies of all critical Data in a separate, independent location. Zenith Repo, LLC assumes no responsibility for Customer's failure to maintain independent backups.

Data Loss Limitation.Except as provided below, Zenith Repo, LLC is not liable to Customer for incidental corruption, loss, or temporary inability to access Data arising from circumstances outside Zenith Repo, LLC's reasonable control.

Gross Negligence Carve-Out.The limitation in the preceding paragraph does not apply to data loss or corruption caused directly by Zenith Repo, LLC's gross negligence or willful misconduct in operating, maintaining, or securing the Services. In such cases, Zenith Repo, LLC's liability for data loss shall be subject to, and shall not exceed, the limitation of liability set forth in Section 12.

Data Retrieval on Termination.Upon expiration or termination of this Agreement, Customer will have sixty (60) days to retrieve a copy of any Data from the Services that Customer wishes to retain. Zenith Repo, LLC will make the Services reasonably accessible during this retrieval period and, upon written request, will provide Customer's Data in a standard, machine-readable format (CSV, JSON, or equivalent) to facilitate export. After the retrieval window expires, Zenith Repo, LLC will delete all remaining Customer Data from its systems within thirty (30) days and will provide written confirmation of such deletion upon Customer's request.

7. Warranty Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT AS EXPLICITLY PROVIDED IN THIS AGREEMENT, ZENITH REPO, LLC MAKES NO PROMISES ABOUT THE SERVICES. RATE DATA, LOAN COMPARISONS, AND OTHER FINANCIAL INFORMATION DISPLAYED THROUGH THE SERVICES ARE SOURCED FROM THIRD PARTIES AND PROVIDED FOR INFORMATIONAL PURPOSES ONLY. SUCH INFORMATION MAY BE DELAYED, INACCURATE, OR INCOMPLETE AND SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR ANY FINANCIAL DECISION. ZENITH REPO, LLC IS NOT A LENDER, MORTGAGE BROKER, OR FINANCIAL ADVISOR AND DOES NOT PROVIDE FINANCIAL ADVICE. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, INTEGRATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE IS KNOWN TO ZENITH REPO, LLC), OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ZENITH REPO, LLC DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE COMPLETE OR FREE FROM ERRORS OR OMISSIONS OR WILL BE AVAILABLE 24 HOURS PER DAY, 7 DAYS PER WEEK, AND DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN, OR THE UNAVAILABILITY OF, THE SERVICES, WHETHER SUCH ERRORS OR OMISSIONS OR UNAVAILABILITY RESULT FROM NEGLIGENCE, ACCIDENT, OR OTHER CAUSE. ZENITH REPO, LLC MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE LEGALITY OR PROPRIETARY OF THE USE OF THE SERVICES FOR ANY SPECIFIC PURPOSES.

8. Export Compliance

Zenith Repo, LLC makes no representation that the Service is appropriate or available for use outside of the United States. Customer represents and warrants that it is not located in, under the control of, or a national or resident of any country to which the United States has embargoed the import or export of goods, on the United States Treasury Department's List of Specially Designated Nationals or United States Commerce Department's Table of Deny Orders.

9. Mutual Representations

Both Parties represent and warrant that: (a) the Party is a properly organized business entity, in good standing in the locations where it operates or conducts business; (b) the Party has the corporate authority and capacity to enter into this Agreement, in accordance with applicable Law and its articles of incorporation, bylaws and/or other governance documents; (c) the Party will comply with all applicable Law; (d) the Party is not under any restriction or obligation that the Party could reasonably expect might affect the Party's performance of its obligations under this Agreement; (e) the Party has obtained all required consents, licenses, approvals, and/or permissions to authorize it to enter and perform its obligations under this Agreement; and (f) the Party will not make any representations, warranties, or guarantees on behalf of the other Party.

The representations in subsections (a) and (b) of this Section 9 are not made by, and do not apply to, Free Users (as defined in Section 1.4) who are natural persons accessing the Services in an individual, non-commercial capacity.

10. Terms and Termination

10.1. Term

This Agreement begins on the Effective Date and continues on a month-to-month basis, automatically renewing at the start of each billing period unless terminated in accordance with this Agreement. Customer may cancel at any time by providing written notice to Zenith Repo, LLC; cancellation takes effect at the end of the then-current billing period. There are no long-term commitments or cancellation fees, except that Customer remains obligated to pay for the full billing period in which cancellation is requested. No refunds are issued for unused portions of a billing period.

10.2. Termination for Material Breach

Each Party may terminate this Agreement by delivering written notice of the termination to the other Party, if the other Party materially breaches any of its obligations, covenants, or representations, and the breaching Party fails to cure the breach within thirty (30) days following such notice. Notwithstanding the foregoing, Zenith Repo, LLC may immediately terminate this Agreement (a) upon written notice in the event Customer breaches this Agreement after receiving two prior breach notices; or (b) if Customer breaches the licenses granted hereunder.

10.3. Termination for Failure to Pay

Notwithstanding the foregoing, Zenith Repo, LLC may terminate this Agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time three times over any 12-month period.

10.4. Termination for Insolvency

Either Party may immediately terminate this Agreement upon written notice to the other Party in the event the other Party: (a) becomes insolvent; (b) files, submits, initiates, agrees to or is subject to any bankruptcy petition, conservatorship, request or petition for appointment of a receiver, or demand or application for voluntary or involuntary dissolution; or (c) makes a general assignment for the benefit of its creditors.

10.5. Effect of Termination

Upon expiration or termination of this Agreement, (a) all license rights granted by Zenith Repo, LLC to Customer pursuant to the Agreement shall terminate; (b) Customer shall cease all use of the Services; and (c) Customer shall pay Zenith Repo, LLC in full for all Services accessed or used upon the effective date of the termination. If the Agreement is terminated due to Zenith Repo, LLC's breach, Zenith Repo, LLC shall refund to Customer any prepaid fees for Services not yet used as of the effective date of termination. Customer will have sixty (60) days from the date of termination or expiration to retrieve a copy of any Data from Zenith Repo, LLC that Customer wishes to keep, in accordance with Section 6.4.

10.6. Return or Destruction of Confidential Information

Within fifteen (15) days of expiration or termination of this Agreement, Customer shall, at Zenith Repo, LLC's sole discretion and request, destroy or return all Confidential Information (including all copies of the same) and certify such destruction or return in writing signed by Customer. Notwithstanding the foregoing, Customer may retain a copy of Zenith Repo, LLC's Confidential Information in an archival database, as required for regulatory compliance and internal record-keeping, and for no other use, commercial or otherwise.

11. Indemnification

11.1. Zenith Repo, LLC

Zenith Repo, LLC shall indemnify, defend and hold harmless Customer against all losses and expenses arising out of any proceeding brought by a third party against Customer to the extent that it is based on a claim that the Services infringe the third party's Intellectual Property rights (an "Infringement Claim"). Zenith Repo, LLC's obligations with respect to this section are conditioned upon: (a) Customer providing Zenith Repo, LLC with prompt written notice of the Infringement Claim or threat thereof; (b) Customer giving Zenith Repo, LLC full and exclusive authority for the conduct of the defense and settlement of the Infringement Claim and any subsequent appeal; and (c) Customer giving Zenith Repo, LLC all information and assistance reasonably requested by Zenith Repo, LLC in connection with the conduct of the defense and settlement of the Infringement Claim and any subsequent appeal.

11.2. Zenith Repo, LLC Options

If an Infringement Claim has been made, or in Zenith Repo, LLC's opinion is likely to be made, Zenith Repo, LLC may, at its sole option and expense, either: (a) procure for Customer the right to continue using the Services; (b) replace or modify the Services so that they become non-infringing; or (c) terminate both Parties' respective rights and obligations under this Agreement with regard to the Services, and refund to Customer a pro-rata amount of any prepaid fees actually paid by Customer for the unused portion of such Services.

11.3. Exclusions

Notwithstanding the foregoing, Zenith Repo, LLC's indemnification obligations under this section shall only apply if (a) Customer's use of the Services complies with this Agreement and all documentation related to the Services; (b) the alleged infringement was not caused by or related to Customer modifying or altering the Services or documentation related to the Services (unless Zenith Repo, LLC consented to the modification or alteration in writing); (c) the alleged infringement was not caused by Customer combining the Services with products not supplied by Zenith Repo, LLC, unless Zenith Repo, LLC consented to the combination in writing; and (d) the alleged infringement is not related to Customer's continued use of the Services after Zenith Repo, LLC has informed Customer of modifications or changes to the Services required to avoid the Infringement Claim.

11.4. Indemnification by Customer

Except for Zenith Repo, LLC's indemnity obligations set forth in Section 11.1, Customer shall indemnify, defend, and hold Zenith Repo, LLC harmless from and against third-party claims, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) arising directly from: (a) the use or misuse of the Services by Customer or its Authorized Users in violation of this Agreement; (b) Customer's negligent or wrongful collection, processing, or submission of Data to Zenith Repo, LLC, including any failure by Customer to obtain legally required consents before providing personal information of third parties to Zenith Repo, LLC — but excluding any claim arising from Zenith Repo, LLC's use, processing, or distribution of Data after receipt, which shall be Zenith Repo, LLC's sole responsibility; (c) Customer's material breach of this Agreement; (d) Customer's violation of applicable Law or the intellectual property or privacy rights of any third party; or (e) Customer's gross negligence or willful misconduct.

Cap on Customer Indemnification.Notwithstanding the foregoing, Customer's aggregate liability and obligation to indemnify under this Section 11.4 shall not exceed the total fees actually paid by Customer to Zenith Repo, LLC during the twelve (12) consecutive months immediately preceding the event giving rise to the claim, consistent with the limitation of liability set forth in Section 12. This cap does not apply to Customer's indemnification obligations arising from Customer's willful misconduct or fraud.

12. Limitation on Liability

ZENITH REPO, LLC'S TOTAL LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT OR FOR ANY OTHER CAUSE OF ACTION WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO DIRECT MONEY DAMAGES NOT EXCEEDING THE FEES PAID BY CUSTOMER TO ZENITH REPO, LLC UNDER THIS AGREEMENT DURING THE CONSECUTIVE TWELVE (12) MONTHS PRECEDING THE EVENT OR CIRCUMSTANCE GIVING RISE TO SUCH CLAIM. THIS LIMIT IS CUMULATIVE AND ALL PAYMENTS UNDER THIS AGREEMENT ARE AGGREGATED TO CALCULATE SATISFACTION OF THE LIMIT. THE EXISTENCE OF MULTIPLE CLAIMS DOES NOT ENLARGE THE LIMIT. TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT SHALL ZENITH REPO, LLC OR ITS AFFILIATES OR THIRD PARTY PROVIDERS, BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, COMPENSATORY, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL OR USE, LOST OR DAMAGED CONTENT OR OTHER INTANGIBLE LOSSES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ZENITH REPO, LLC IS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. ZENITH REPO, LLC'S TOTAL LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY UNDER OR RELATED TO THIS AGREEMENT OR FOR ANY OTHER CAUSE OF ACTION REGARDLESS OF THE FORM OF THE ACTION, IS LIMITED TO DIRECT MONEY DAMAGES.

Mutual Liability Cap; Symmetry.The parties acknowledge that the limitation of liability set forth in this Section applies symmetrically. Customer's aggregate liability to Zenith Repo, LLC — whether arising in contract, tort, indemnification under Section 11.4, or any other theory — shall not exceed the fees paid by Customer during the twelve (12) consecutive months preceding the event giving rise to the claim. Notwithstanding anything in this Section to the contrary, the exclusion of consequential, indirect, special, or punitive damages shall not apply to, and Zenith Repo, LLC shall not be relieved of liability for, damages caused by Zenith Repo, LLC's gross negligence, willful misconduct, or fraud, or for Zenith Repo, LLC's breach of its confidentiality obligations under Section 5.

13. Definitions

13.1.

"Access Code" means an Authorized User's or a computer system's unique authentication credential(s) used to access to Services. Authentication credentials can include user-id and password, certificates, or other methods that uniquely identify and authenticate an Authorized User or computer system. User-ids may be created by Vendor on behalf of Customer for their Authorized Users, they may be created by Customer on behalf of their Authorized Users.

13.2.

"Authorized User" means any of Customer's full-time or part-time employees, subcontractors, staff, licensors, providers, or other third parties or individuals that provide or may provide services to Customer who are authorized by Customer to access and use the Service on behalf of Customer.

13.3.

"Data" means all the information Customer provides or makes available to Zenith Repo, LLC or that is created or culled by the Service, or otherwise related to Customer's use of the Services.

13.4.

"Effective Date" shall mean the date on which Customer creates a paid subscription account or, if earlier, the date Customer first accesses the Services under this Agreement.

13.5.

"Implementation Date" means the date on which Customer has completed initial account setup and is ready to use the Services for normal business purposes.

13.6.

"Intellectual Property" means any and all of the following in any jurisdiction throughout the world: (a) trademarks and service marks, including all applications and registrations, and the goodwill connected with the use of and symbolized by the foregoing, (b) copyrights, including all applications and registrations related to the foregoing, (c) trade secrets and confidential know-how, (d) patents and patent applications, (e) websites and internet domain name registrations, and (f) other intellectual property and related proprietary rights, interests and protections (including all rights to sue and recover and retain damages, costs and attorneys' fees for past, present, and future infringement, and any other rights relating to any of the foregoing).

13.7.

"Go Live Date" means the date the Services are made available and operational for Customer's normal daily business purposes following any applicable setup or onboarding.

13.8.

"Law" means any law (including the common law), statute, bylaw, rule, regulation, order, ordinance, treaty, decree, judgment, or any official directive, protocol, code, guideline, notice, approval, order, policy, or other requirement of any governmental authority having the force of law.

14. General Provisions

14.1. Entire Agreement

The Parties intend that this Agreement, together with all Addenda that are referenced in this Agreement and refer to this Agreement, represent the final expression of the Parties' intent and agreement between the Parties relating to the subject matter of this Agreement, contain all the terms the Parties agreed to relating to the subject matter, and replace all the Parties' previous discussions, understandings, and agreements relating to the subject matter.

14.2. Severability

If any provision, or part thereof, of this Agreement is declared unenforceable, illegal or invalid in any respect under any Law, such provision or part thereof, shall be null and void and deemed deleted from this Agreement. The validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired and such provisions will continue to be valid and enforceable.

14.3. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. Facsimile and .pdf signatures to this Agreement shall be acceptable and binding.

14.4. Assignment

Neither Party may assign this Agreement or any of their rights or obligations under this Agreement without the other Party's written consent; provided, however, that either Party may freely assign this Agreement to a successor in interest following the sale, transfer or other disposition of all or substantially all of the assets or outstanding equity of such Party.

14.5. Relationship of Parties

The Parties acknowledge that this is a business relationship based on the express provisions of this Agreement and no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by this Agreement. Neither Party is the legal representative or agent of, nor has the power or right to obligate, direct or supervise the daily affairs of the other Party, and neither Party shall act, represent or hold itself out as such.

14.6. No Third-Party Beneficiaries

The Parties agree that this Agreement, including each Addendum, are for the benefit of the entities executing such document(s) and are not intended to confer any rights or benefits on any third party, including any employee or client of either entity executing such document(s), and that there are no third party beneficiaries as to this Agreement or any part or specific provision of this Agreement.

14.7. Equitable Relief

Customer acknowledges that the Services are valuable commercial products, the development of which involved the expenditure of substantial time and money. Any violation of the licenses granted hereunder, confidentiality obligations or infringement or misappropriation of Zenith Repo, LLC's Intellectual Property rights therein shall be deemed a material breach of the Agreement, for which Zenith Repo, LLC may not have adequate remedy in money or damages, and Zenith Repo, LLC shall be entitled to injunctive relief, in addition to (and not in lieu of) such further relief as may be granted by a court of competent jurisdiction, without the requirement of posting a bond or providing an undertaking.

14.8. Notices

The Parties shall give all notices and communications between the Parties in writing by (a) personal delivery, (b) a nationally-recognized, next-day courier service, (c) first-class registered or certified mail, postage prepaid, or (d) electronic mail to the Party's address specified in this Agreement, or to the address that a Party has notified to be that Party's address for the purposes of this section. A notice given under this Agreement will be effective on the other Party's receipt of it, or if mailed, on the earlier of the other Party's receipt of it and the fifth business day after mailing it.

14.9. Governing Law

This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Utah, without regard to its conflict of laws rules. Subject to Section 14.13, the Parties consent to the personal and exclusive jurisdiction of the federal and state courts of Salt Lake County, Utah for any matters not subject to arbitration under Section 14.13 and for the confirmation or enforcement of any arbitration award.

14.10. Waiver

Neither Party's failure or neglect to enforce any of rights under this Agreement will be deemed to be a waiver of that Party's rights. A waiver or extension is only effective if it is in writing and signed by the Party granting it.

14.11. Force Majeure

Except for any payment obligations hereunder, neither Party will be liable for performance delays nor for non-performance of obligations due to circumstances or causes beyond its reasonable control (a "Force Majeure Event"), provided, however, that it notifies the other Party as soon as practicable and uses commercially reasonable efforts to resume performance.

14.12. Survival

The following sections shall survive the expiration or termination of this Agreement: §2 Payment, §3 Proprietary Rights; Publicity (provided that §3.2 survives solely with respect to the Aggregate Analytics License and only for the twenty-four (24) month period specified therein), §5 Confidentiality, §7 Warranty Disclaimer, §10 Term and Termination, §11 Indemnification, §12 Limitation on Liability, §13 Definitions, and §14 General Provisions (including §14.13 Dispute Resolution), and any other sections which, by their very nature, are intended to survive the expiration or termination of this Agreement.

15. Company Information

For inquiries please contact:
Email: info@quotebooster.app
Phone: 801-000-0000
Mailing Address: PO Box 12345, SLC Utah

14.13. Dispute Resolution

Good Faith Negotiation

Before initiating mediation or arbitration under this Section, the party asserting a dispute ("Claimant") shall provide the other party written notice describing the nature of the dispute and the relief sought in reasonable detail. The parties shall attempt in good faith to resolve the dispute within thirty (30) days of such notice (the "Negotiation Period"), including through escalation to senior representatives of each party upon request.

Mediation

If the dispute is not resolved during the Negotiation Period, either party may initiate non-binding mediation administered by the American Arbitration Association ("AAA") under its Commercial Mediation Procedures (available at www.adr.org). The mediation shall be conducted by a single mediator agreed upon by the parties or, failing agreement within ten (10) days of initiation, appointed by the AAA. Costs of mediation shall be shared equally by the parties. Mediation shall conclude within sixty (60) days of initiation unless the parties mutually agree in writing to extend.

Binding Arbitration

If mediation does not resolve the dispute within the period specified above, either party may initiate binding arbitration. Arbitration shall be administered by the AAA under its Commercial Arbitration Rules, including the Optional Rules for Emergency Measures of Protection. The arbitration shall be conducted by a single arbitrator in Salt Lake County, Utah. The arbitrator shall have authority to award any remedy available at law or in equity, subject to the limitations in Section 12. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Class Action Waiver

EACH PARTY AGREES THAT ANY CLAIM ARISING UNDER OR RELATED TO THIS AGREEMENT WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER PARTY SHALL PARTICIPATE IN A CLASS ARBITRATION OR CLASS ACTION. IF ANY COURT OR ARBITRATOR HOLDS THAT THIS CLASS ACTION WAIVER IS UNENFORCEABLE IN WHOLE OR IN PART, THEN THE ARBITRATION AGREEMENT IN THIS SECTION SHALL BE NULL AND VOID AS TO THAT CLAIM AND THE PARTIES SHALL RESOLVE THAT CLAIM IN A COURT OF COMPETENT JURISDICTION PURSUANT TO SECTION 14.9.

Exceptions

Nothing in this Section 14.13 limits either party's right to: (a) seek emergency injunctive or equitable relief from a court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute, consistent with Section 14.7; or (b) bring a claim in small claims court where the claim qualifies and the relief sought does not exceed that court's jurisdictional limits.