Terms & Conditions | Zapper Edge

Terms and Conditions

Effective Date: September 18, 2025

1. Agreement and Acceptance

These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("Client" or "you") and Zapper Edge LLC ("Zapper Edge", "we", "us" or "our"). By downloading, installing, accessing or using the Platform or Services, or by executing an order form or other written agreement referencing these Terms, Client accepts and agrees to be bound by these Terms. If you are agreeing on behalf of an entity, you represent and warrant that you have authority to bind such entity.

2. Definitions

Capitalized terms used in these Terms have the meanings set forth in Section 2 of the Privacy Policy and, unless otherwise defined herein, the following apply:

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Order Form" means the ordering document executed by the Parties specifying subscription terms, fees and service levels.
"Services" means the Platform and any related professional, managed or support services provided by Zapper Edge.

3. License Grant and Delivery

Subject to Client's compliance with these Terms and payment of applicable fees, Zapper Edge grants Client a limited, non-exclusive, non-transferable license to use the Platform within Client's organization for internal business purposes during the applicable subscription term. The Platform is delivered as software for Client to download and deploy within its selected cloud environment. Delivery schedules, installation, and acceptance criteria, if any, are set forth in the applicable Order Form or Statement of Work.

4. Client Responsibilities

Client shall: (a) be solely responsible for the configuration, operation, management, and security of its cloud environment and any integration with the Platform; (b) maintain administrative and user accounts and access credentials; (c) back up Client Data and maintain appropriate retention policies; (d) ensure that Client's use of the Platform complies with applicable laws, regulations and third-party rights; and (e) provide timely cooperation for support and implementation tasks.

5. Acceptable Use and Prohibited Activities

Client will not: (a) use the Platform to store or transmit content that is illegal, unlawful, infringing, defamatory, obscene, or harmful; (b) attempt to reverse engineer, decompile, or otherwise derive source code from the Platform; (c) attempt to gain unauthorized access to the Platform or other accounts, systems or networks; (d) circumvent any security mechanism or usage restrictions; or (e) use the Platform to engage in activity that could harm Zapper Edge's reputation or infrastructure.

6. Fees, Trial, Payment and Taxes

Fees are set forth in the Order Form. Standard subscription pricing is USD $89 per year, billed annually in advance unless otherwise agreed. A two (2) week free trial may be provided at Zapper Edge's discretion. Client agrees to pay all applicable taxes, duties or similar governmental assessments. Invoices are payable within thirty (30) days of receipt unless otherwise specified. Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum permitted by law.

7. Refunds and Warranty Remedy

Refunds are available only in the event of proven, reproducible functional defects in the Platform reported to Zapper Edge and verified by our technical team, and must be requested within thirty (30) days of initial payment. Where a valid defect is confirmed, Client's sole and exclusive remedy will be, at Zapper Edge's option, to: (a) repair or provide a workaround for the defect; (b) credit Client's fees for the affected period; or (c) terminate the Order Form and receive a pro rata refund of prepaid fees for the unused portion of the subscription term.

8. Support and Service Levels

Zapper Edge provides email-based support via contactus@zapperedge.com. Zapper Edge will use commercially reasonable efforts to respond to support requests within twenty-four (24) hours on business days. Additional or higher-tier support services may be available under a separate support agreement and subject to additional fees and SLAs.

9. Confidentiality

Each party will maintain the confidentiality of the other party's Confidential Information and will not disclose it except to employees, contractors or advisors who need to know and are bound by confidentiality obligations. Confidential Information does not include information that is or becomes publicly available without breach, was rightfully known prior to disclosure, is independently developed, or rightfully obtained from a third party without restriction.

10. Data Protection and DPA/BAA

The Parties acknowledge that the Client is the Controller of Client Data and Zapper Edge will process Client Data only in accordance with Client's documented instructions and the applicable DPA/BAA. Zapper Edge will enter into a DPA (for GDPR) or a BAA (for HIPAA) with Client upon request. The DPA/BAA will include the subject matter and duration of processing, the nature and purpose of processing, types of Personal Data and categories of Data Subjects, security measures, subprocessor arrangements, transfer mechanisms, audit rights, breach notification, and return/deletion obligations.

11. Warranties and Disclaimers

Zapper Edge warrants that it will provide the Services with reasonable skill and care. EXCEPT FOR THE LIMITED WARRANTY IN THE PRECEDING SENTENCE, THE PLATFORM AND SERVICES ARE PROVIDED 'AS IS' AND 'AS AVAILABLE' AND ZAPPER EDGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; AND (B) ZAPPER EDGE'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY THE CLIENT TO ZAPPER EDGE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

13. Indemnification

Client shall indemnify, defend and hold harmless Zapper Edge and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, fines, penalties, costs and expenses (including reasonable attorneys' fees) arising out of: (a) Client's breach of these Terms; (b) Client's misuse of the Platform or violation of law; (c) Client Data or content uploaded or transmitted by Client or its users; or (d) Client's negligent or willful acts or omissions. Zapper Edge shall indemnify, defend and hold harmless Client from claims arising out of Zapper Edge's gross negligence or willful misconduct.

14. Insurance

During the term of the Order Form, Zapper Edge will maintain customary insurance coverage appropriate to its business, including general commercial liability and cyber liability insurance where commercially reasonable.

15. Termination and Suspension

Either party may terminate the Order Form for material breach if the breaching party fails to cure the breach within thirty (30) days of written notice. Client may terminate its subscription at any time by ceasing to use the Platform and, where applicable, uninstalling the software. Zapper Edge may suspend or terminate Services immediately on notice for non-payment, suspected illegal activity, or material breach. Termination will not relieve Client of obligations to pay fees accrued prior to termination.

16. Effects of Termination

Upon termination or expiration: (a) all licenses granted hereunder shall immediately terminate; (b) Client's access to the Platform will cease; (c) Client remains responsible for exporting and backing up any Client Data prior to termination; and (d) Zapper Edge will, at Client's direction and subject to applicable law, delete or return Personal Data processed on Client's behalf.

17. Export Controls and Sanctions

Client will comply with applicable export control and economic sanctions laws and will not use the Platform in violation of such laws. Zapper Edge may suspend performance if Client's use would result in non-compliance with such laws.

18. Governing Law; Arbitration

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, United States of America, without regard to conflict of laws principles. Any dispute, controversy or claim arising out of or relating to these Terms or the breach, termination or invalidity thereof shall be finally settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The seat of arbitration shall be Cheyenne, Wyoming. The arbitration shall be conducted by a single arbitrator unless the amount in dispute exceeds $250,000 USD, in which case three arbitrators shall be appointed.

19. Notices

Notices to Zapper Edge shall be sent to:

Zapper Edge LLC
1621 Central Ave
Cheyenne, WY 82001
United States
Email: contactus@zapperedge.com

Notices to Client shall be sent to the contact information provided in the applicable Order Form or account registration.

20. Assignment

Client may not assign these Terms without Zapper Edge's prior written consent. Zapper Edge may assign these Terms in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes Zapper Edge's obligations hereunder.

21. Miscellaneous

These Terms, together with any Order Form, Statement of Work and the Privacy Policy (including any DPA/BAA), constitute the entire agreement between the Parties regarding the subject matter and supersede all prior agreements. If any provision is found invalid, the remaining provisions shall remain in effect. No waiver of any right shall be effective unless in writing. The Parties are independent contractors and nothing herein creates a partnership or agency relationship.

22. Contact

For questions regarding these Terms, contact: